AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2007
REGISTRATION NOS. 033-64915
811-7447


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


          FORM N-1A
   REGISTRATION STATEMENT
          UNDER THE
    SECURITIES ACT OF 1933                         |X|
  PRE-EFFECTIVE AMENDMENT NO.                      [ ]

POST-EFFECTIVE AMENDMENT NO. 46                    |X|
           AND/OR

   REGISTRATION STATEMENT
          UNDER THE
INVESTMENT COMPANY ACT OF 1940                     |X|

AMENDMENT NO. 49

(CHECK APPROPRIATE BOX OR BOXES) PHOENIX INSIGHT FUNDS TRUST
(FORMERLY, HARRIS INSIGHT FUNDS TRUST)

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) 101 MUNSON STREET, GREENFIELD, MASSACHUSETTS 01301
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

C/O PHOENIX EQUITY PLANNING CORPORATION--SHAREHOLDER SERVICES
(800) 243-1574
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Counsel and Chief Legal Officer:
Kevin J. Carr, Esq.
Vice President and Counsel
Phoenix Life Insurance Company
One American Row
Hartford, Connecticut 06102-5056

John H. Beers, Esq.
Vice President and Secretary
Phoenix Life Insurance Company
One American Row
Hartford, Connecticut 06102-5056
(name and address of Agent for Service)


It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b) |X| on May 1, 2007 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on pursuant to paragraph (a)(ii) of Rule 485. If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment.



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PHOENIX


PROSPECTUS

PHOENIX INSIGHT FUNDS - CLASS A AND CLASS C SHARES

EQUITY FUNDS

Phoenix Insight Balanced Fund
Phoenix Insight Core Equity Fund
Phoenix Insight Emerging Markets Fund
Phoenix Insight Equity Fund
Phoenix Insight Index Fund
Phoenix Insight Small-Cap Growth Fund
Phoenix Insight Small-Cap Opportunity Fund Phoenix Insight Small-Cap Value Fund

FIXED INCOME FUNDS

Phoenix Insight Bond Fund
Phoenix Insight High Yield Bond Fund
Phoenix Insight Intermediate Government Bond Fund Phoenix Insight Intermediate Tax-Exempt Bond Fund Phoenix Insight Short/Intermediate Bond Fund Phoenix Insight Tax-Exempt Bond Fund

MONEY MARKET FUNDS

Phoenix Insight Government Money Market Fund Phoenix Insight Money Market Fund
Phoenix Insight Tax-Exempt Money Market Fund

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus contains important information that you should know before investing in the Phoenix Insight Funds. Please read it carefully and retain it for future reference.


PHOENIX INSIGHT FUNDS TRUST
CLASS A SHARES AND CLASS C SHARES

TABLE OF CONTENTS

Phoenix Insight Equity Funds
Introduction to Equity Funds...............................................    1
  Phoenix Insight Balanced Fund............................................    2
  Phoenix Insight Core Equity Fund.........................................    5
  Phoenix Insight Emerging Markets Fund....................................    7
  Phoenix Insight Equity Fund..............................................   10
  Phoenix Insight Index Fund...............................................   12

  Phoenix Insight Small-Cap Growth Fund....................................   14
  Phoenix Insight Small-Cap Opportunity Fund...............................   16
  Phoenix Insight Small-Cap Value Fund.....................................   18
  Risks Related to Principal Investment Strategies.........................   20
  Fund Fees and Expenses - Equity Funds....................................   24
Phoenix Insight Fixed Income Funds
  Introduction to Fixed Income Funds.......................................   27
  Phoenix Insight Bond Fund................................................   28
  Phoenix Insight High Yield Bond Fund.....................................   31
  Phoenix Insight Intermediate Government Bond Fund........................   34
  Phoenix Insight Intermediate Tax-Exempt Bond Fund........................   37
  Phoenix Insight Short/Intermediate Bond Fund.............................   40
  Phoenix Insight Tax-Exempt Bond Fund.....................................   43
  Risks Related to Principal Investment Strategies.........................   46
  Fund Fees and Expenses - Fixed Income Funds..............................   48
Phoenix Insight Money Market Funds
  Introduction to Money Market Funds.......................................   51
  Phoenix Insight Government Money Market Fund.............................   52
  Phoenix Insight Money Market Fund........................................   54
  Phoenix Insight Tax-Exempt Money Market Fund.............................   56
  Risks Related to Principal Investment Strategies.........................   58
  Fund Fees and Expenses - Money Market Funds..............................   60
Additional Investment Techniques and Related Risks.........................   62
Management of the Funds....................................................   63
Pricing of Fund Shares.....................................................   71
Sales Charges..............................................................   73
Your Account...............................................................   79
How to Buy Shares..........................................................   81
How to Sell Shares.........................................................   81
Things You Should Know When Selling Shares.................................   82
Account Policies...........................................................   84
Investor Services and Other Information ...................................   87
Tax Status of Distributions................................................   89
Master Fund/Feeder Fund Structure..........................................   90
Financial Highlights.......................................................   92


PHOENIX INSIGHT EQUITY FUNDS

INTRODUCTION TO EQUITY FUNDS

> Equity Funds invest in stocks, which represent partial ownership in a company. They generally pursue capital appreciation; that is, an increase in the fund's share value. In some cases, these funds also seek dividend income.

> If you invest in an Equity Fund, you risk losing your investment.

> Generally, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (such as changes in inflation or consumer demand) and to events that affect particular issuers (such as news about the success or failure of a new product).

> Each Equity Fund's investment objective is not fundamental and may be changed by the Board of Trustees without approval by the fund's shareholders. There is no guarantee that a fund will achieve its objective.

> Temporary Defensive Strategy: During periods of adverse market conditions, each of the Equity Funds may temporarily invest a substantial portion of its assets in investment-grade fixed income securities and money market instruments. When a fund takes such a defensive position, the fund may not be able to meet its investment objective.

> Each Equity Fund's principal risks are provided in an alphabetical listing within the fund description that follows. These risks are discussed in greater detail under "Risks Related to Principal Investment Strategies" beginning on page 20.

Phoenix Insight Equity Funds 1


PHOENIX INSIGHT BALANCED FUND

INVESTMENT OBJECTIVE

Phoenix Insight Balanced Fund has an investment objective to seek to provide current income and capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

> The fund invests in a portfolio of equity and fixed income securities.
Under normal market conditions, equity securities will comprise between 40% and 65% of the fund's assets, and fixed income securities will comprise at least 25% of the fund's assets.

> The fund may invest in the equity securities of companies of any size. As of December 31, 2006, the market capitalization of the equity issuers in which the fund was invested ranged from $187.4 million to $446.9 billion.

> The fixed income portion of the fund will be invested primarily in bonds, which are debt instruments that normally pay a set amount of interest on a regular basis; repay the face amount, or principal, at a stated future date; and are issued by domestic and foreign corporations, federal and state governments, and their agencies. The fund normally invests in investment-grade securities and maintains a dollar-weighted average portfolio maturity (or average life with respect to mortgage-backed and asset-backed securities) of between five and ten years.

> The fund's subadviser reviews and adjusts the blend of securities in an effort to enhance returns based on current market conditions, interest rate projections and other economic factors. The fund seeks to provide an overall return comprising between 40% and 65% of the return of Russell 1000(R) Index and between 35% and 60% of the return of the Lehman Brothers Aggregate Bond Index.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Allocation Risk - The risk that the percentages of the fund's assets invested in equities and fixed income securities, respectively, will not be optimum for market conditions at a given time.

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Foreign Securities Risk - The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts.

o Interest Rate Risk - The risk that bond prices overall will decline because of rising interest rates.

2 Phoenix Insight Balanced Fund


o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Market Risk - The risk that the market value of the fund's investments will fluctuate as the stock and bond markets fluctuate.

o Prepayment Risk - The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing the fund to re-invest in obligations with lower interest rates than the original obligations.

o Small and Medium Company Risk - The risk that investments in smaller companies may be more volatile than investments in larger companies, as smaller companies generally experience higher growth and failure rates.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 20.

Phoenix Insight Balanced Fund 3


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Balanced Fund. The bar chart shows changes in the fund's Class A Shares performance from year to year over the life of the fund.(1) The table shows how the fund's average annual returns compare to those of two broad-based securities market indices. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         CALENDAR YEAR       ANNUAL RETURN %
              2000                11.97
              2001                 0.97
              2002                -9.26
              2003                19.07
              2004                13.02
              2005                 7.14
              2006                 9.03

BEST QUARTER: Q2 2003 8.96%   WORST QUARTER: Q3 2002 -8.40%

(1) The fund's annual returns in the chart above do not reflect the deduction of any sales charges. The returns would have been less than those shown if sales charges were deducted. Year-to-date performance (through March 31, 2007) is 2.60%.

-----------------------------------------------------------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS                                                                               SINCE INCEPTION
  (FOR THE PERIODS ENDED 12/31/06)(2)                                 1 YEAR            5 YEARS                 (2/9/99)
-----------------------------------------------------------------------------------------------------------------------------------
  Class A Shares
-----------------------------------------------------------------------------------------------------------------------------------
     Return Before Taxes                                              2.76%              6.10%                    5.52%
-----------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions(3)                           1.49%              5.06%                    4.09%
-----------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions                              2.87%              4.83%                    4.05%
     and Sale of Fund Shares(3)(4)
-----------------------------------------------------------------------------------------------------------------------------------
  Lehman Brothers Aggregate Bond Index(5)                             4.33%              5.06%                    5.61%
-----------------------------------------------------------------------------------------------------------------------------------
  Russell 1000(R) Index(6)                                           15.46%              6.82%                    4.16%
-----------------------------------------------------------------------------------------------------------------------------------

(2) The fund's average annual returns in the table above reflect the deduction of the maximum sales charge for an investment in the fund's Class A Shares.

(3) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. The after-tax returns shown in the table above are for only one class of shares offered by the prospectus (Class A); after-tax returns for other classes will vary. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(4) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(5) The Lehman Brothers Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total-return basis. The index is unmanaged and is not available for direct investment; therefore, its performance does not reflect the fees, expenses, or taxes associated with the active management of an actual portfolio.

(6) The Russell 1000(R) Index is a market capitalization-weighted index of the 1,000 largest companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

Class C Shares have been in existence since June 26, 2006; therefore, performance information is not included since this class of shares has not had a full calendar year of investment operations.

4 Phoenix Insight Balanced Fund


PHOENIX INSIGHT CORE EQUITY FUND

INVESTMENT OBJECTIVE

Phoenix Insight Core Equity Fund has an investment objective to seek to provide capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in common stocks.
These stocks are generally of companies with market capitalization in excess of $1 billion at the time of purchase. As of December 31, 2006, the market capitalization of the equity issuers in which the fund was invested ranged from $2.2 billion to $446.9 billion. The fund's policy of investing at least 80% of its assets in common stocks may be changed only upon 60 days written notice to shareholders.

> The fund's subadviser selects securities that are considered to be undervalued and to represent growth opportunities. The subadviser considers many factors, but there is a focus on a company's sales, earnings and valuation.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Market Risk - The risk that the market value of the fund's investments will fluctuate as the stock and bond markets fluctuate.

o Volatility Risk - The risk that performance will be affected by unanticipated events that cause major price changes in individual securities or market sectors.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 20.

Phoenix Insight Core Equity Fund 5


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Core Equity Fund. The bar chart shows changes in the fund's Class A Shares performance from year to year over the life of the fund.(1) The table shows how the fund's average annual returns compare to those of a broad-based securities market index. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         CALENDAR YEAR       ANNUAL RETURN %
              2000                -7.90
              2001               -12.53
              2002               -23.67
              2003                30.23
              2004                13.01
              2005                 8.70
              2006                13.73


BEST QUARTER: Q2 2003 13.73%   WORST QUARTER: Q3 2002 -15.78%

(1) The fund's annual returns in the chart above do not reflect the deduction of any sales charges. The returns would have been less than those shown if sales charges were deducted. Year-to-date performance (through March 31, 2007) is 2.14%.

--------------------------------------------------------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS                                                                               SINCE INCEPTION
  (FOR THE PERIODS ENDED 12/31/06)(2)                            1 YEAR                 5 YEARS                 (2/04/99)
--------------------------------------------------------------------------------------------------------------------------------
  Class A Shares
--------------------------------------------------------------------------------------------------------------------------------
     Return Before Taxes                                          7.19%                  5.53%                    2.20%
--------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions(3)                       5.65%                  4.39%                    1.08%
--------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions                          6.68%                  4.44%                    1.53%
     and Sale of Fund Shares(3)(4)
--------------------------------------------------------------------------------------------------------------------------------
  S&P 500(R) Stock Index(5)                                      15.78%                  6.19%                    3.25%
--------------------------------------------------------------------------------------------------------------------------------

(2) The fund's average annual returns in the table above reflect the deduction of the maximum sales charge for an investment in the fund's Class A Shares.

(3) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. The after-tax returns shown in the table above are for only one class of shares offered by the prospectus (Class A); after-tax returns for other classes will vary. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(4) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(5) The S&P 500(R) Index is a free float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total-return basis with net dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

Class C Shares have been in existence since June 26, 2006; therefore, performance information is not included since this class of shares has not had a full calendar year of investment operations.

6 Phoenix Insight Core Equity Fund


PHOENIX INSIGHT EMERGING MARKETS FUND

INVESTMENT OBJECTIVE

The Phoenix Insight Emerging Markets Fund has an investment objective to seek to provide capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in equity securities of issuers located in emerging markets countries. The World Bank and other international agencies define an emerging or developing country on the basis of such factors as trade initiatives, per capita income and level of industrialization. There are over 130 countries that are emerging or developing under this standard and approximately 40 of these countries have stock markets. Emerging markets countries generally include every nation in the world except the U.S., Canada, Japan, Australia, New Zealand and most nations located in Western Europe. The fund's policy of investing at least 80% of its assets in the securities of issuers located in emerging markets countries may be changed only upon 60 days written notice to shareholders.

> The fund invests in issuers with the potential for long-term capital appreciation using a "value" approach. The "value" approach emphasizes investments in companies the portfolio manager believes are undervalued.

> The subadviser uses a bottom-up stock and business analysis approach. The subadviser makes its assessments by examining companies one at a time, regardless of size, country of organization, place of principal business activity, or other similar selection criteria. As of December 31, 2006, the market capitalization of the equity issuers in which the fund was invested ranged from $341.6 million to $85.4 billion.

The subadviser seeks to identify undervalued companies whose businesses are highly profitable, have consistent operating histories and financial performance, and enjoy favorable long-term economic prospects. A company may be undervalued when, in the opinion of the subadviser, the company is selling for a price that is below its intrinsic worth. A company may be undervalued due to market or economic conditions, temporary earnings declines, unfavorable developments affecting the company or other factors. Such factors may include buying opportunities at attractive prices compared to the subadviser's calculation of future earnings power. The subadviser believes that buying these securities at a price that is below their intrinsic worth may generate greater returns for the fund than those obtained by paying a premium price for companies currently in favor in the market.

The fund may invest substantially all of its assets in common stocks if the subadviser believes that common stocks will appreciate in value.

Phoenix Insight Emerging Markets Fund 7


> The subadviser seeks to achieve attractive absolute returns that exceed the "normalized risk-free" rate, defined as the rate of return available on long-term U.S. Government securities. Utilization of an "absolute" rather than a "relative" valuation yardstick is designed to achieve not only a satisfactory return over the risk-free rate, but at the same time seek safety of principal. The subadviser considers the riskiness of an investment to be a function of the issuer's business rather than the volatility of its stock price.

> In determining which portfolio securities to sell, the subadviser focuses on the operating results of the portfolio companies, not price quotations, to measure the success of an investment. In making sell decisions, the subadviser considers, among other things, whether a security's price target has been met, whether there has been an overvaluation of the issuer by the market, whether there has been a clear deterioration of future earnings power and whether, in the subadviser's opinion, there has been a loss of a long-term competitive advantage.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Currency Rate Risk - The risk that fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment.

o Emerging Markets Risk - The risk that prices of emerging markets securities may be more volatile than those of their counterparts in more established foreign markets.

o Foreign Securities Risk - The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts.

o Geographic Concentration Risk - The risk that, if the fund concentrates its investments in a single country or region, its portfolio will be more susceptible to factors adversely affecting issuers located in that country or region than would a more geographically diverse portfolio of securities.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Market Risk - The risk that the market value of the fund's investments will fluctuate as the stock and bond markets fluctuate.

o Small and Medium Company Risk - The risk that investments in smaller companies may be more volatile than investments in larger companies, as smaller companies generally experience higher growth and failure rates.

o Value Stocks Risk - The risk that the fund's focus on value investing will cause the fund to underperform when growth investing is in favor.

o Volatility Risk - The risk that performance will be affected by unanticipated events that cause major price changes in individual securities or market sectors.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 20.

8 Phoenix Insight Emerging Markets Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Emerging Markets Fund. Prior to May 18, 2006, the fund's investment program and general operations were managed by Harris Investment Management, Inc. as adviser and Hansberger Global Investors, Inc. as subadviser. The bar chart shows changes in the fund's Class A Shares performance from year to year over the life of the fund.(1) The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         CALENDAR YEAR       ANNUAL RETURN %
              2000               -28.81
              2001                -0.74
              2002                -2.22
              2003                50.87
              2004                19.67
              2005                31.08
              2006                29.21


BEST QUARTER: Q2 2003 23.10%   WORST QUARTER: Q3 2002 -17.01%

(1) The fund's annual returns in the chart above do not reflect the deduction of any sales charges. The returns would have been less than those shown if sales charges were deducted. Year-to-date performance (through March 31, 2007) is -0.25%.

--------------------------------------------------------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS                                 1 YEAR                5 YEARS              SINCE INCEPTION
  (FOR THE PERIODS ENDED 12/31/06)(2)                                                                        (8/11/99)
--------------------------------------------------------------------------------------------------------------------------------
  Class A Shares
--------------------------------------------------------------------------------------------------------------------------------
     Return Before Taxes                                       21.78%                 23.02%                   13.56%
--------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions(3)                    17.07%                 21.30%                   12.47%
--------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions                       19.44%                 20.28%                   11.93%
     and Sale of Fund Shares(3)(4)
--------------------------------------------------------------------------------------------------------------------------------
  S&P 500(R) Index(5)                                          15.78%                  6.19%                   2.80%
--------------------------------------------------------------------------------------------------------------------------------
  MSCI Emerging Markets Index(6)                               32.59%                 26.97%                  14.56%(7)
--------------------------------------------------------------------------------------------------------------------------------

(2) The fund's average annual returns in the table above reflect the deduction of the maximum sales charge for an investment in the fund's Class A Shares.

(3) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. The after-tax returns shown in the table above are for only one class of shares offered by the prospectus (Class A); after-tax returns for other classes will vary. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(4) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(5) The S&P 500(R) Index is a free float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total-return basis with net dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(6) The MSCI Emerging Markets Index is a free float-adjusted market capitalization index designed to measure equity market performance in the global emerging markets. The index is calculated on a total-return basis with gross dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(7) Since 8/31/99.

Class C Shares have been in existence since June 26, 2006; therefore, performance information is not included since this class of shares has not had a full calendar year of investment operations.

Phoenix Insight Emerging Markets Fund 9


PHOENIX INSIGHT EQUITY FUND

INVESTMENT OBJECTIVE

Phoenix Insight Equity Fund has an investment objective to seek to provide capital appreciation and current income.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in common stocks.
These stocks are generally of companies with market capitalization in excess of $1 billion at time of purchase. As of December 31, 2006, the market capitalization of the equity issuers in which the fund was invested ranged from $2.2 billion to $446.9 billion.

> The subadviser selects stocks that are representative of the companies found within the Russell 1000(R) Value Index in an effort to:

o provide greater returns, over the long-term, than the securities comprising the Russell 1000(R) Value Index; and

o maintain a risk level approximating that of the Russell 1000(R) Value Index.

The Russell 1000(R) Value Index measures the performance of those Russell 1000(R) companies with lower price-to-book ratios and lower forecasted growth values.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Market Risk - The risk that the market value of the fund's investments will fluctuate as the stock and bond markets fluctuate.

o Value Stocks Risk - The risk that the fund's focus on value investing will cause the fund to underperform when growth investing is in favor.

o Volatility Risk - The risk that performance will be affected by unanticipated events that cause major price changes in individual securities or market sectors.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 20.

10 Phoenix Insight Equity Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Equity Fund. The bar chart shows changes in the fund's Class A Shares performance from year to year over the life of the fund.(1) The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         CALENDAR YEAR       ANNUAL RETURN %
              2000                 8.17
              2001                -3.37
              2002               -21.15
              2003                28.39
              2004                17.75
              2005                12.18
              2006                15.85

BEST QUARTER: Q2 2003 13.04%   WORST QUARTER: Q3 2002 -16.27%

(1) The fund's annual returns in the chart above do not reflect the deduction of any sales charges. The returns would have been less than those shown if sales charges were deducted. Year-to-date performance (through March 31, 2007) is 3.96%.

----------------------------------------------------------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS                                   1 YEAR                 5 YEARS             SINCE INCEPTION
  (FOR THE PERIODS ENDED 12/31/06)(2)                                                                          (2/11/99)
----------------------------------------------------------------------------------------------------------------------------------
  Class A Shares
----------------------------------------------------------------------------------------------------------------------------------
     Return Before Taxes                                          9.19%                  7.88%                   5.33%
----------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions(3)                       7.74%                  7.27%                   3.70%
----------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions                          7.87%                  6.76%                   3.90%
     and Sale of Fund Shares(3)(4)
----------------------------------------------------------------------------------------------------------------------------------
  S&P 500(R) Index(5)                                             15.78%                  6.19%                   3.20%
----------------------------------------------------------------------------------------------------------------------------------
  Russell 1000(R) Value Index(6)                                  22.25%                 10.86%                   7.90%
----------------------------------------------------------------------------------------------------------------------------------

(2) The fund's average annual returns in the table above reflect the deduction of the maximum sales charge for an investment in the fund's Class A Shares.

(3) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. The after-tax returns shown in the table above are for only one class of shares offered by the prospectus (Class A); after-tax returns for other classes will vary. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(4) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(5) The S&P 500(R) Index is a free float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total-return basis with net dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(6) The Russell 1000(R) Value Index is a market capitalization-weighted index of value-oriented stocks of the 1,000 largest companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

Class C Shares have been in existence since June 26, 2006; therefore, performance information is not included since this class of shares has not had a full calendar year of investment operations.

Phoenix Insight Equity Fund 11


PHOENIX INSIGHT INDEX FUND

INVESTMENT OBJECTIVE

Phoenix Insight Index Fund has an investment objective to seek to provide the return and risk characteristics of the S&P 500(R) Index.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally holds at least 90% of the 500 securities in the S&P
500(R) Index and attempts to match its holdings of each issue with that security's proportional representation in the S&P 500(R) Index. As of December 31, 2006, the market capitalizations of companies included in the S&P 500(R) Index ranged from $1.4 billion to $446.9 billion. The fund invests a significant portion (typically 95% or more) of its assets in securities in the S&P 500(R) Index.

> The fund's subadviser employs a "passively" managed - or index - investment approach that attempts to replicate the performance of the index while not necessarily investing in all of its stocks. This approach is unlike traditional methods of active investment management whereby securities are selected on the basis of economic, financial and market analysis. On a regular basis, the subadviser compares the fund's performance to that of the S&P 500(R) Index. The subadviser may adjust the fund's holdings if the fund's performance does not adequately track the performance of the S&P
500(R) Index.

> Apart from its equity investments, the fund may use S&P 500(R) Stock Index Futures Contracts to reduce transactional costs and simulate full investment in the S&P 500(R) Index while retaining a cash balance for portfolio management purposes.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Leverage Risk - The risk that downward price changes in a security may result in a loss greater than the fund's investment in that security.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Market Risk - The risk that the market value of the fund's investments will fluctuate as the stock and bond markets fluctuate.

o Small and Medium Company Risk - The risk that investments in smaller companies may be more volatile than investments in larger companies, as smaller companies generally experience higher growth and failure rates.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 20.

12 Phoenix Insight Index Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Index Fund. The bar chart shows changes in the fund's Class A Shares performance from year to year over a 10-year period.(1) The table shows how the fund's average annual returns compare to those of a broad-based securities market index. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         CALENDAR YEAR       ANNUAL RETURN %
              1997                32.51
              1998                27.88
              1999                20.14
              2000                -9.55
              2001               -12.57
              2002               -22.51
              2003                27.82
              2004                10.21
              2005                 5.14
              2006                16.47


BEST QUARTER: Q2 2003 21.17%   WORST QUARTER: Q3 2002 -17.14%

(1) The fund's annual returns in the chart above do not reflect the deduction of any sales charges. The returns would have been less than those shown if sales charges were deducted. Year-to-date performance (through March 31, 2007) is 0.55%.

-----------------------------------------------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS
  (FOR THE PERIODS ENDED 12/31/06)(2)                           1 YEAR              5 YEARS            10 YEARS
-----------------------------------------------------------------------------------------------------------------------
  Class A Shares
-----------------------------------------------------------------------------------------------------------------------
     Return Before Taxes                                        9.77%                4.75%               7.34%
-----------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions(3)                     8.72%                3.47%               6.12%
-----------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions                        7.00%                3.79%               6.04%
     and Sale of Fund Shares(3)(4)
-----------------------------------------------------------------------------------------------------------------------
  S&P 500(R) Index(5)                                          15.78%                6.19%               8.44%
-----------------------------------------------------------------------------------------------------------------------

(2) The fund's average annual returns in the table above reflect the deduction of the maximum sales charge for an investment in the fund's Class A Shares.

(3) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. The after-tax returns shown in the table above are for only one class of shares offered by the prospectus (Class A); after-tax returns for other classes will vary. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(4) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(5) The S&P 500(R) Index is a free float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total-return basis with net dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

Phoenix Insight Index Fund 13


PHOENIX INSIGHT SMALL-CAP GROWTH FUND

INVESTMENT OBJECTIVE

Phoenix Insight Small-Cap Growth Fund has an investment objective to seek to provide capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in the securities of small-cap companies, generally equity securities. The subadviser normally considers small-cap companies to include those with a market capitalization no larger than that of the largest company in the Russell 2000(R) Index, an index comprised of stocks with market capitalizations ranging from $39 million to $3.08 billion at December 31, 2006. As of December 31, 2006, the market capitalization of the equity issuers in which the fund was invested ranged from $256.9 million to $3.06 billion. The fund's policy of investing at least 80% of its assets in the securities of small-cap companies may be changed only upon 60 days written notice to shareholders.

> The fund seeks to invest in equity securities of companies that the subadviser believes offer superior prospects for growth, i.e., issues with the potential for accelerated earnings or revenue growth relative to the broader stock market and higher-than-average forecast earnings-growth rates. Valuation is a secondary consideration in stock selection.

> The subadviser seeks to maintain a risk level approximating that of the Russell 2000(R) Growth Index, an index that measures the performance of those Russell 2000(R) companies with higher price-to-book ratios and higher forecasted growth values.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Growth Stocks Risk - The risk that the fund's focus on growth investing will cause the fund to underperform when value investing is in favor.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Market Risk - The risk that the market value of the fund's investments will fluctuate as the stock and bond markets fluctuate.

o Small Company Risk - The risk that investments in smaller companies may be more volatile than investments in larger companies, as smaller companies generally experience higher growth and failure rates.

o Volatility Risk - The risk that performance will be affected by unanticipated events that cause major price changes in individual securities or market sectors.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 20.

14 Phoenix Insight Small-Cap Growth Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Small-Cap Growth Fund. The bar chart shows changes in the fund's Class I Shares(1) performance from year to year over the life of the fund(2). The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         CALENDAR YEAR       ANNUAL RETURN %
              2002               -20.66
              2003                48.31
              2004                20.37
              2005                 3.40
              2006                 9.61


BEST QUARTER: Q2 2003 22.89%   WORST QUARTER: Q3 2002 -15.51%

(1) The returns shown in the chart are for a class of shares that is not offered in this prospectus. Class I Shares would have substantially similar annual returns as Class A Shares and Class C Shares because they are invested in the same portfolio of securities. The annual returns would differ only to the extent that the classes do not have the same expenses. Class A Shares and Class C Shares' returns would generally be lower than those shown in the chart. Year-to-date performance (through March 31, 2007) is 0.07%.

------------------------------------------------------------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS                                              1 YEAR           5 YEARS           SINCE INCEPTION
  (FOR THE PERIODS ENDED 12/31/06)(2)                                                                             (1/8/01)
------------------------------------------------------------------------------------------------------------------------------------
  Class I Shares
------------------------------------------------------------------------------------------------------------------------------------
     Return Before Taxes                                                     9.61%            9.93%                 7.66%
------------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions(3)                                  8.35%            9.50%                 7.30%
------------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions and Sale of Fund Shares(3)          7.41%            8.57%                 6.60%
------------------------------------------------------------------------------------------------------------------------------------
  S&P 500(R) Index(4)                                                       15.78%            6.19%                 3.27%
------------------------------------------------------------------------------------------------------------------------------------
  Russell 2000(R) Growth Index(5)                                           13.35%            6.93%                 5.43%
------------------------------------------------------------------------------------------------------------------------------------

(2) The fund's annual returns in the charts above do not reflect the deduction of any sales charges. The returns would have been less than those shown if sales charges were deducted.

(3) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. The after-tax returns shown in the table are for a class of shares that is not offered in this prospectus. After-tax returns for classes offered in this prospectus will vary. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(4)The S&P 500(R) Index is a free float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total-return basis with net dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(5) The Russell 2000(R) Growth Index is a market capitalization-weighted index of growth-oriented stocks of the smallest 2,000 companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

Class A Shares and Class C Shares have been in existence since June 26, 2006; therefore, performance information is not included since these classes of shares have not had a full calendar year of investment operations.

Phoenix Insight Small-Cap Growth Fund 15


PHOENIX INSIGHT SMALL-CAP OPPORTUNITY FUND

INVESTMENT OBJECTIVE

Phoenix Insight Small-Cap Opportunity Fund has an investment objective to seek to provide capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

>        The fund normally invests at least 80% of its assets in the securities
         of small-cap companies. These securities will normally be equities and
         equity-like instruments. The fund's subadviser normally considers
         small-cap companies to include those with a market capitalization no
         larger than that of the largest company in the Russell 2000(R) Index,
         an index comprised of stocks with market capitalizations ranging from
         $39 million to $3.08 billion at December 31, 2006. As of December 31,
         2006, the market capitalization of the equity issuers in which the fund
         was invested ranged from $330.3 million to $7.01 billion. The fund's
         policy of investing at least 80% of its assets in the securities of
         small-cap companies may be changed only upon 60 days written notice to
         shareholders.

>        The fund seeks to invest in the securities of companies that the
         subadviser believes have growth potential. In selecting securities, the
         subadviser focuses on those companies that appear to have potential for
         above average sales and earnings growth but are attractively valued
         relative to the securities of comparable companies.

>        The subadviser seeks to maintain a risk level approximating that of the
         Russell 2000(R) Index.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Market Risk - The risk that the market value of the fund's investments will fluctuate as the stock and bond markets fluctuate.

o Small Company Risk - The risk that investments in smaller companies may be more volatile than investments in larger companies, as smaller companies generally experience higher growth and failure rates.

o Volatility Risk - The risk that performance will be affected by unanticipated events that cause major price changes in individual securities or market sectors.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 20.

16 Phoenix Insight Small-Cap Opportunity Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Small-Cap Opportunity Fund. The bar chart shows changes in the fund's Class A Shares performance from year to year over the life of the fund.(1) The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         CALENDAR YEAR       ANNUAL RETURN %
              2000                 6.46
              2001                -9.83
              2002               -14.80
              2003                51.62
              2004                23.88
              2005                 4.27
              2006                 8.50


BEST QUARTER: Q2 2003 23.06%   WORST QUARTER: Q3 2002 -20.32%

(1) The fund's annual returns in the chart above do not reflect the deduction of any sales charges. The returns would have been less than those shown if sales charges were deducted. Year-to-date performance (through March 31, 2007) is 0.42%.

------------------------------------------------------------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS                                               1 YEAR             5 YEARS           SINCE INCEPTION
  (FOR THE PERIODS ENDED 12/31/06)(2)                                                                                (3/4/99)
------------------------------------------------------------------------------------------------------------------------------------
  Class A Shares
------------------------------------------------------------------------------------------------------------------------------------
     Return Before Taxes                                                      2.26%             11.28%                12.07%
------------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions                                     -0.51%              9.56%                10.10%
------------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions and Sale of Fund Shares(3)(4)        4.71%              9.68%                10.15%
------------------------------------------------------------------------------------------------------------------------------------
  S&P 500(R) Index(5)                                                        15.78%              6.19%                 3.29%
------------------------------------------------------------------------------------------------------------------------------------
  Russell 2000(R) Index(6)                                                   18.37%             11.39%                10.65%
------------------------------------------------------------------------------------------------------------------------------------

(2) The fund's average annual returns in the table above reflect the deduction of the maximum sales charge for an investment in the fund's Class A Shares.

(3) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. The after-tax returns shown in the table above are for only one class of shares offered by the prospectus (Class A); after-tax returns for other classes will vary. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(4) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(5) The S&P 500(R) Index is a free float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total-return basis with net dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(6) The Russell 2000(R) Index is a market capitalization-weighted index of the 2,000 smallest companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

Class C Shares have been in existence since June 26, 2006; therefore, performance information is not included since this class of shares has not had a full calendar year of investment operations.

Phoenix Insight Small-Cap Opportunity Fund 17


PHOENIX INSIGHT SMALL-CAP VALUE FUND

INVESTMENT OBJECTIVES

Phoenix Insight Small-Cap Value Fund has an investment objective to seek to provide capital appreciation. Income is a secondary objective.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in the securities of small-cap companies. These securities will normally be equities and equity-like instruments. The fund's subadviser normally considers small-cap companies to include those with a market capitalization no larger than that of the largest company in the Russell 2000(R) Index, an index comprised of stocks with market capitalizations ranging from $39 million to $3.08 billion as of December 31, 2006. As of December 31, 2006, the market capitalization of the equity issuers in which the fund was invested ranged from $235 million to $3.2 billion. The fund's policy of investing at least 80% of its assets in the securities of small-cap companies may be changed only upon 60 days written notice to shareholders.

> The subadviser seeks securities it considers to be undervalued at the time of purchase. The subadviser uses a value investment strategy that seeks companies that are attractively valued relative to the securities of comparable companies. In searching for stocks with lower than average valuations, the subadviser considers, among other things, price-to-earnings and price-to-book ratios.

> The subadviser seeks to maintain a risk level approximating that of the Russell 2000(R) Value Index, an index that measures the performance of those Russell 2000(R) companies with lower price-to-book ratios and lower forecasted growth values.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Market Risk - The risk that the market value of the fund's investments will fluctuate as the stock and bond markets fluctuate.

o Small Company Risk - The risk that investments in smaller companies may be more volatile than investments in larger companies, as smaller companies generally experience higher growth and failure rates.

o Value Stocks Risk - The risk that the fund's focus on value investing will cause the fund to underperform when growth investing is in favor.

o Volatility Risk - The risk that performance will be affected by unanticipated events that cause major price changes in individual securities or market sectors.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 20.

18 Phoenix Insight Small-Cap Value Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Small-Cap Value Fund. The bar chart shows changes in the fund's Class A Shares performance from year to year over the life of the fund.(1) The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         CALENDAR YEAR       ANNUAL RETURN %
              2000                34.15
              2001                 5.31
              2002               -12.97
              2003                42.68
              2004                28.62
              2005                 8.63
              2006                10.62


BEST QUARTER: Q2 2003 20.10%   WORST QUARTER: Q3 2002 -20.20%

(1) The fund's annual returns in the chart above do not reflect the deduction of any sales charges. The returns would have been less than those shown if sales charges were deducted. Year-to-date performance (through March 31, 2007) is 1.11%.

----------------------------------------------------------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS                                                1 YEAR         5 YEARS        SINCE INCEPTION
  (FOR THE PERIODS ENDED 12/31/06)(2)                                                                          (8/17/99)
----------------------------------------------------------------------------------------------------------------------------------
  Class A Shares
----------------------------------------------------------------------------------------------------------------------------------
     Return Before Taxes                                                       4.26%          12.58%            14.29%
----------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions(3)                                    1.77%          10.81%            12.41%
----------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions and Sale of Fund Shares(3)(4)         6.03%          10.63%            12.01%
----------------------------------------------------------------------------------------------------------------------------------
  S&P 500(R) Index(5)                                                         15.78%           6.19%             2.36%
----------------------------------------------------------------------------------------------------------------------------------
  Russell 2000(R) Value Index(6)                                              23.48%          15.37%            14.94%
----------------------------------------------------------------------------------------------------------------------------------

(2) The fund's average annual returns in the table above reflect the deduction of the maximum sales charge for an investment in the fund's Class A Shares.

(3) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. The after-tax returns shown in the table above are for only one class of shares offered by the prospectus (Class A); after-tax returns for other classes will vary. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(4) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(5) The S&P 500(R) Index is a free float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total-return basis with net dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(6) The Russell 2000(R) Value Index is a market capitalization-weighted index of value-oriented stocks of the smallest 2,000 companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

Class C Shares have been in existence since June 26, 2006; therefore, performance information is not included since this class of shares has not had a full calendar year of investment operations.

Phoenix Insight Small-Cap Value Fund 19


RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

Generally, the value of a fund's investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of such fund's investments decreases, you will lose money.

Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease.

Specific risks of investing in the various Equity Funds are indicated in the chart below and described in detail following the chart.

------------------------------------------------------------------------------------------------------------------------------------
                                                  CORE      EMERGING                         SMALL-CAP      SMALL-CAP      SMALL-CAP
RISKS FOR ONE                       BALANCED     EQUITY      MARKETS     EQUITY    INDEX       GROWTH      OPPORTUNITY       VALUE
OR MORE FUNDS                         FUND        FUND        FUND        FUND      FUND        FUND          FUND           FUND
------------------------------------------------------------------------------------------------------------------------------------
Allocation                              X
------------------------------------------------------------------------------------------------------------------------------------
Credit                                  X
------------------------------------------------------------------------------------------------------------------------------------
Currency Rate                                                   X
------------------------------------------------------------------------------------------------------------------------------------
Emerging Markets                                                X
------------------------------------------------------------------------------------------------------------------------------------
Foreign Securities                      X                       X
------------------------------------------------------------------------------------------------------------------------------------
Geographic Concentration                                        X
------------------------------------------------------------------------------------------------------------------------------------
Growth Stocks                                                                                    X
------------------------------------------------------------------------------------------------------------------------------------
Interest Rate                           X
------------------------------------------------------------------------------------------------------------------------------------
Leverage                                                                             X
------------------------------------------------------------------------------------------------------------------------------------
Manager                                 X           X           X          X         X           X              X              X
------------------------------------------------------------------------------------------------------------------------------------
Market                                  X           X           X          X         X           X              X              X
------------------------------------------------------------------------------------------------------------------------------------
Prepayment                              X
------------------------------------------------------------------------------------------------------------------------------------

Small Company                                                                                    X              X              X

------------------------------------------------------------------------------------------------------------------------------------
Small and Medium Company                X                       X                    X
------------------------------------------------------------------------------------------------------------------------------------
Value Stocks                                                    X          X                                                   X
------------------------------------------------------------------------------------------------------------------------------------
Volatility                                          X           X          X                     X              X              X
------------------------------------------------------------------------------------------------------------------------------------

ALLOCATION RISK

The risk that the percentages of the fund's assets invested in equities and fixed income securities, respectively, will not be optimum for market conditions at a given time, which may cause a fund to underperform as compared to a fund with a more favorable allocation.

CREDIT RISK

The risk that an issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline. Debt securities rated below investment-grade are especially susceptible to this risk.

20 Phoenix Insight Equity Funds


CURRENCY RATE RISK

The risk that fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. Although a fund may engage in foreign currency hedge transactions to help reduce this risk, those transactions may not be effective or appropriate in particular situations nor, of course, will they protect against declines in security values.

EMERGING MARKETS RISK

The risk that prices of emerging markets securities may be more volatile than those of their counterparts in more established foreign markets. Investments in less-developed countries whose markets are still emerging generally present risks in greater degree than those presented by investments in foreign issuers based in countries with developed securities markets and more advanced regulatory systems. Prior governmental approval may be required in some developing countries for the release of investment income, capital and sale proceeds to foreign investors, and some developing countries may limit the extent of foreign investment in domestic companies.

FOREIGN SECURITIES RISK

The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts owing in part to possible political or economic instability; limits on repatriation of capital; exchange controls or exchange rate fluctuations; less publicly available information as a result of accounting, auditing, and financial reporting standards different from those used in the U.S.; more volatile markets; less securities regulation; less favorable tax provisions; war or expropriation.

GEOGRAPHIC CONCENTRATION RISK

The risk that, if a fund concentrates its investments in a single country or region, its portfolio will be more susceptible to factors adversely affecting issuers located in that country or region than would a more geographically diverse portfolio of securities.

GROWTH STOCKS RISK

Because growth stocks typically make little or no dividend payments to shareholders, investment return is based on a stock's capital appreciation, making return more dependent on market increases and decreases. Growth stocks are therefore more susceptible than non-growth stocks to market changes, tending to drop more sharply when markets fall. Growth-oriented funds typically underperform when value investing is in favor.

INTEREST RATE RISK

The risk that bond prices overall will decline because of rising interest rates. With fixed-rate securities, an increase in prevailing interest rates typically causes the value of those securities to fall, while a decline in prevailing interest rates generally produces an increase in the market value of the securities. As interest rates increase, slower than expected principal payments may extend the average life of fixed income securities. This will have the effect of locking in a

Phoenix Insight Equity Funds 21


below-market interest rate, increasing a fund's duration and reducing the value of such a security. If a fund invests in asset-backed and mortgage-backed securities, it is more vulnerable to this risk. Changes in interest rates will affect the value of longer-term fixed income securities more than shorter-term securities and lower quality securities more than higher quality securities.

LEVERAGE RISK

The risk that downward price changes in a security may result in a loss greater than a fund's investment in the security. This risk exists through the use of certain securities or techniques (e.g., forward or futures contracts, derivative securities or purchases on margin) that tend to magnify changes in an index or market.

MANAGER RISK

The risk that poor security selection will cause a fund to underperform other funds with a similar investment objective.

MARKET RISK

The risk that the market value of a fund's investments will fluctuate as the stock and bond markets fluctuate. Market risk may affect a single issuer, industry or section of the economy or it may affect the market as a whole.

PREPAYMENT RISK

The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing a fund to reinvest in obligations with lower interest rates than the original obligations. As interest rates decline, the issuers of securities held by a fund may prepay principal earlier than scheduled, forcing a fund to reinvest in lower yielding securities. This prepayment may reduce a fund's income. If a fund invests in asset-backed and mortgage-backed securities, it is more vulnerable to this risk.

SMALL COMPANY RISK

The risk that investments in smaller companies may be more volatile than investments in larger companies, as smaller companies generally experience higher growth and failure rates. The trading volume of small company securities is normally lower than that of larger companies. Changes in the demand for the securities of smaller companies generally have a disproportionate effect on their market price, tending to make prices rise more in response to buying demand and fall more in response to selling pressure.

SMALL AND MEDIUM COMPANY RISK

Companies with small and medium market capitalizations are often companies with a limited operating history or companies in industries that have recently emerged due to cultural, economic, regulatory or technological developments. Such developments can have a significant impact or negative effect on small and medium market capitalization companies and their stock performance and can make investment returns highly volatile. Product lines are often less

22 Phoenix Insight Equity Funds


diversified and more susceptible to competitive threats. Small and medium market capitalization stocks are subject to varying patterns of trading volume and may, at times, be difficult to sell.

VALUE STOCKS RISK

Value stocks involve the risk that the value of the security will not be recognized for an unexpectedly long period of time, and that the security is not undervalued but is appropriately priced due to fundamental problems not yet apparent. Value-oriented funds typically underperform when growth investing is in favor.

VOLATILITY RISK

The risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or gains, war, or political events) that cause major price changes in individual securities or market sectors.

Phoenix Insight Equity Funds 23


FUND FEES AND EXPENSES - EQUITY FUNDS

This table illustrates all fees and expenses that you may pay if you buy and hold Class A Shares and Class C Shares of the Equity Funds.

                                                                                           CLASS A               CLASS C
                                                                                           SHARES                SHARES
                                                                                           ------                ------
Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (load) Imposed on Purchases
(as a percentage of offering price)                                                         5.75%                 None

Maximum Deferred Sales Charge (load) (as a percentage of the lesser of the
value redeemed or the amount invested)                                                     None (a)              1.00 (b)

Maximum Sales Charge (load) Imposed on Reinvested Dividends                                 None                  None

Redemption Fee                                                                              None                  None

Exchange Fee                                                                                None                  None


(a) A contingent deferred sales charge of 1% may apply on certain redemptions made within one year following purchases on which a finder's fee has been paid. The one-year period begins on the last day of the month preceding the month in which the purchase was made.

(b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

CLASS A SHARES

 ANNUAL FUND OPERATING EXPENSES
 (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)


                                           CORE      EMERGING                               SMALL-CAP      SMALL-CAP       SMALL-CAP
                            BALANCED      EQUITY      MARKETS       EQUITY      INDEX        GROWTH       OPPORTUNITY        VALUE
                            --------      ------      -------       ------      -----        ------       -----------        -----
Management Fees              0.50%         0.70%       1.00%         0.70%      0.20%         0.75%          0.75%            0.70%
 Distribution and
  Shareholder
  Servicing (12b-1)
  Fees(c)                    0.25%         0.25%       0.25%         0.25%      0.25%         0.25%          0.25%            0.25%
 Other Expenses(d)           0.24%         0.19%       0.33%         0.18%      0.27%         0.40%          0.18%            0.20%
 Acquired Fund Fees
    and Expenses              --             --          --            --       0.01%           --             --               --
                             -----         -----       -----         -----      -----         -----          -----            -----
 TOTAL ANNUAL FUND
  OPERATING
  EXPENSES                   0.99%         1.14%       1.58%         1.13%      0.73%(e)     1.40%(f)        1.18%            1.15%
                             =====         =====       =====         =====      =====        =====           =====            =====


(c) Distribution and Shareholder Servicing (12b-1) Fees represent an asset-based sales charge that, for a long-term shareholder, over time may be higher than the maximum front-end sales charge permitted by the NASD.

(d) Restated to reflect current fee structure.

(e) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the Index Fund and do not include acquired fund fees and expenses.

(f) The fund's investment adviser has contractually agreed to limit the total operating expenses (excluding 12b-1 and/or other shareholder servicing fees, acquired fund fees and expenses, interest, taxes and extraordinary expenses) through December 31, 2007, so that such expenses do not exceed 1.40% for Class A Shares of the Small-Cap Growth Fund. Actual Total Annual Fund Operating Expenses, after expense reimbursement, were 1.23% for the Class A Shares of the Small-Cap Growth Fund. The adviser will not seek to recapture any operating expenses reimbursed under this arrangement, unless authorized to do so by the Board of Trustees.

24 Phoenix Insight Equity Funds


EXAMPLE

This example is intended to help you compare the cost of investing in a fund to the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in Class A Shares of a fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. Although your actual costs and the return on your investment may be higher or lower, based on these assumptions your costs would be:

------------------------------------------------------------------------------------------------------------------------------------
   FUND                                             1 YEAR                3 YEARS                   5 YEARS                10 YEARS
------------------------------------------------------------------------------------------------------------------------------------
   Balanced                                          $670                    $872                   $1,091                  $1,718
------------------------------------------------------------------------------------------------------------------------------------
   Core Equity                                       $685                    $916                   $1,167                  $1,881
------------------------------------------------------------------------------------------------------------------------------------
   Emerging Markets                                  $726                   $1,045                  $1,386                  $2,345
------------------------------------------------------------------------------------------------------------------------------------
   Equity                                            $684                    $913                   $1,161                  $1,871
------------------------------------------------------------------------------------------------------------------------------------
   Index                                             $645                    $795                    $958                   $1,429
------------------------------------------------------------------------------------------------------------------------------------
   Small-Cap Growth                                  $709                    $993                   $1,297                  $2,158
------------------------------------------------------------------------------------------------------------------------------------
   Small-Cap Opportunity                             $688                    $928                   $1,187                  $1,924
------------------------------------------------------------------------------------------------------------------------------------
   Small-Cap Value                                   $685                    $919                   $1,172                  $1,892
------------------------------------------------------------------------------------------------------------------------------------

The example assumes that the expense reimbursement obligations of the adviser, if any, are in effect through December 31, 2007. Thereafter, the examples do not reflect any expense reimbursement obligations.

CLASS C SHARES
 ANNUAL FUND OPERATING EXPENSES
 (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

                                               CORE       EMERGING                    SMALL-CAP          SMALL-CAP        SMALL-CAP
                               BALANCED       EQUITY       MARKETS       EQUITY        GROWTH           OPPORTUNITY         VALUE
                               --------       ------       -------       ------        ------           -----------         -----

 Management Fees                0.50%          0.70%        1.00%         0.70%          0.75%            0.75%             0.70%
 Distribution and
  Shareholder
  Servicing (12b-1)
  Fees(g)                       1.00%          1.00%        1.00%         1.00%          1.00%            1.00%             1.00%
                                -----          -----        -----         -----          -----            -----             -----
Other Expenses(h)               0.24%          0.19%        0.33%         0.18%          0.40%            0.18%             0.20%
 TOTAL ANNUAL FUND
  OPERATING
  EXPENSES                      1.74%          1.89%        2.33%         1.88%          2.15%(i)         1.93%             1.90%
                                =====          =====        =====         =====          =====            =====             =====


(g) Distribution and Shareholder Servicing (12b-1) Fees represent an asset-based sales charge that, for a long-term shareholder, over time may be higher than the maximum front-end sales charge permitted by the NASD.

(h) Restated to reflect current fee structure.

(i) The fund's investment adviser has contractually agreed to limit the total operating expenses (excluding 12b-1 and/or other shareholder servicing fees, interest, taxes and extraordinary expenses) through December 31, 2007, so that such expenses do not exceed 2.15% for Class C Shares of the Small-Cap Growth Fund. The adviser will not seek to recapture any operating expenses reimbursed under this arrangement, unless authorized to do so by the Board of Trustees.

Phoenix Insight Equity Funds 25


EXAMPLE

This example is intended to help you compare the cost of investing in a fund to the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in Class C Shares of a fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. Although your actual costs and the return on your investment may be higher or lower, based on these assumptions your costs would be:

------------------------------------------------------------------------------------------------------------------------------------
   FUND                                   1 YEAR                    3 YEARS                 5 YEARS                 10 YEARS
------------------------------------------------------------------------------------------------------------------------------------
   Balanced                                 $277                      $548                    $944                   $2,052
------------------------------------------------------------------------------------------------------------------------------------
   Core Equity                              $292                      $594                   $1,021                  $2,212
------------------------------------------------------------------------------------------------------------------------------------
   Emerging Markets                         $336                      $727                   $1,245                  $2,666
------------------------------------------------------------------------------------------------------------------------------------
   Equity                                   $291                      $591                   $1,016                  $2,201
------------------------------------------------------------------------------------------------------------------------------------
   Small-Cap Growth                         $318                      $673                   $1,154                  $2,483
------------------------------------------------------------------------------------------------------------------------------------
   Small-Cap Opportunity                    $296                      $606                   $1,042                  $2,254
------------------------------------------------------------------------------------------------------------------------------------
   Small-Cap Value                          $293                      $597                   $1,026                  $2,222
------------------------------------------------------------------------------------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

------------------------------------------------------------------------------------------------------------------------------------
   FUND                                   1 YEAR                    3 YEARS                 5 YEARS                 10 YEARS
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
   Balanced                                 $177                      $548                    $944                   $2,052
------------------------------------------------------------------------------------------------------------------------------------
   Core Equity                              $192                      $594                   $1,021                  $2,212
------------------------------------------------------------------------------------------------------------------------------------
   Emerging Markets                         $236                      $727                   $1,245                  $2,666
------------------------------------------------------------------------------------------------------------------------------------
   Equity                                   $191                      $591                   $1,016                  $2,201
------------------------------------------------------------------------------------------------------------------------------------
   Small-Cap Growth                         $218                      $673                   $1,154                  $2,483
------------------------------------------------------------------------------------------------------------------------------------
   Small-Cap Opportunity                    $196                      $606                   $1,042                  $2,254
------------------------------------------------------------------------------------------------------------------------------------
   Small-Cap Value                          $193                      $597                   $1,026                  $2,222
------------------------------------------------------------------------------------------------------------------------------------

The examples assume that the expense reimbursement obligations of the adviser, if any, are in effect through December 31, 2007. Thereafter the examples do not reflect any expense reimbursement obligations.

26 Phoenix Insight Equity Funds


PHOENIX INSIGHT FIXED INCOME FUNDS

INTRODUCTION TO FIXED INCOME FUNDS

> Fixed Income Funds invest primarily in bonds, which are debt instruments that normally

o Pay a set amount of interest on a regular basis.

o Repay the face amount, or principal, at a stated future date.

o Are issued by domestic and foreign corporations, federal and state governments, and their agencies.

> If you invest in a Fixed Income Fund, you risk losing your investment.

> Each Fixed Income Fund's investment objective is not fundamental and may be changed by the Board of Trustees without approval by the fund's shareholders. There is no guarantee that a fund will achieve its objective.

> Temporary Defensive Strategy: During periods of adverse market conditions, each of the Fixed Income Funds (other than Phoenix Insight Short/Intermediate Bond Fund) may temporarily invest a substantial portion of its assets in investment-grade fixed income securities and money market instruments. When a fund takes such a defensive position, the fund may not be able to meet its investment objective.

> Each Fixed Income Fund's principal risks are provided in an alphabetical listing within the fund description that follows. These risks are discussed in greater detail under "Risks Related to Principal Investment Strategies" beginning on page 46.

Phoenix Insight Fixed Income Funds 27


PHOENIX INSIGHT BOND FUND

INVESTMENT OBJECTIVE

Phoenix Insight Bond Fund has an investment objective to seek to provide a high level of total return, including a competitive level of current income.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in bonds. "Bonds" are fixed income debt securities of various types of issuers, including corporate bonds, mortgage-backed and asset-backed securities, U.S. Government securities and other short-term instruments. U.S. Government securities that the fund may invest in may be backed by:

o the full faith and credit of the U.S. Government;

o the full faith and credit of the U.S. Treasury; or

o may not be backed by either the U.S Government or U.S Treasury.

The fund intends to invest in bonds, at least 65% of which are rated at the time of investment Baa3 or higher by Moody's Investors Service or BBB- or higher by Standard & Poor's Corporation. The fund's policy of investing at least 80% of its assets in bonds may be changed only upon 60 days written notice to shareholders.

> The fund's subadviser uses a value-driven style that focuses on issue and sector selection, measured interest rate anticipation and trading opportunities.

> Securities selected for fund investment may be of any maturity or duration.
Duration measures the interest rate sensitivity of a fixed income security by assessing and weighting the present value of a security's payment pattern. Normally, the fund's dollar-weighted average duration will vary between two and eight years. The subadviser may adjust the fund's dollar-weighted average duration based on changing expectations for the federal funds rate, the shape of the yield curve, swap spreads, mortgage prepayments, credit spreads, and capital market liquidity. For instance, if the federal funds rate is expected to rise, the subadviser may choose to move the fund's dollar-weighted average duration to the lower end of the band. Within this context, it is expected that the fund's dollar-weighted average maturity will range between three and fifteen years. On December 31, 2006, the average duration of the fund's fixed income securities was 4.60 years and the average adjusted maturity was 5.77 years. Typically, for a fund maintaining an average duration of 4.60 years, a one percent increase in interest rates would cause a 4.60% decrease in the value of the fund's fixed income assets. Similarly, a one percent decrease in interest rates typically would cause the value of the fund's fixed income assets to increase by 4.60%.

> Securities may be reviewed for sale due to anticipated changes in interest rates, changes in the creditworthiness of issuers, or general financial or market developments.

28 Phoenix Insight Bond Fund


> The subadviser's investment strategies may result in a higher portfolio turnover rate for the fund. A high portfolio turnover rate increases costs to the fund, negatively affects fund performance, and may increase capital gain distributions, resulting in greater tax liability to fund shareholders.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o High Yield Securities Risk - The risk that lower rated securities generally have a higher incidence of default and may be less liquid than higher rated securities.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

o Interest Rate Risk - The risk that bond prices overall will decline because of rising interest rates.

o Long-Term Maturities/Durations Risk - The risk of greater price fluctuations than would be associated with securities having shorter maturities or durations.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Prepayment Risk - The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing the fund to reinvest in obligations with lower interest rates than the original obligations.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 46.

Phoenix Insight Bond Fund 29


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Bond Fund. Prior to May 18, 2006, the fund was managed by Harris Investment Management, Inc. The bar chart shows changes in the fund's Class A Shares performance from year to year over the life of the fund.(1) The table shows how the fund's average annual returns compare to those of a broad-based securities market index. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         CALENDAR YEAR       ANNUAL RETURN %
              2000                12.78
              2001                 8.05
              2002                 6.91
              2003                 3.67
              2004                 3.82
              2005                 2.18
              2006                 3.58


BEST QUARTER: Q2 2003 4.98%   WORST QUARTER: Q3 2002 -2.40%

(1) The fund's annual returns in the chart above do not reflect the deduction of any sales charges. The returns would have been less than those shown if sales charges were deducted. Year-to-date performance (through March 31, 2007) is 1.15%.

----------------------------------------------------------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS                                                                                    SINCE INCEPTION
  (FOR THE PERIODS ENDED 12/31/06)(2)                                          1 YEAR           5 YEARS              (2/17/99)
----------------------------------------------------------------------------------------------------------------------------------
   Class A Shares
----------------------------------------------------------------------------------------------------------------------------------
     Return Before Taxes                                                       -1.34%            3.01%                 4.35%
----------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions(3)                                    -2.99%            1.30%                 2.36%
----------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions and Sale of Fund Shares (3)(4)        -0.90%            1.55%                 2.48%
----------------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers Aggregate Bond Index(5)                                      4.33%            5.06%                 5.64%
----------------------------------------------------------------------------------------------------------------------------------

(2) The fund's average annual returns in the table above reflect the deduction of the maximum sales charge for an investment in the fund's Class A Shares.

(3) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. The after-tax returns shown in the table above are for only one class of shares offered by the prospectus (Class A); after-tax returns for other classes will vary. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(4) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(5) The Lehman Brothers Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

Class C Shares have been in existence since June 26, 2006; therefore, performance information is not included since this class of shares has not had a full calendar year of investment operations.

30 Phoenix Insight Bond Fund


PHOENIX INSIGHT HIGH YIELD BOND FUND

INVESTMENT OBJECTIVE

Phoenix Insight High Yield Bond Fund has an investment objective to seek to provide a high level of total return through a combination of income and capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in domestic and foreign high yield bonds that have a credit quality rated below "Baa" by Moody's Investors Service, Inc. (Moody's) and "BBB" by Standard and Poor's Corporation (S&P). "Bonds" are fixed income debt securities of various types of issuers, including corporate bonds, mortgage-backed and asset-backed securities, U.S. Government securities and other short-term instruments. The fund may also invest in a broad range of interest-rate sensitive securities, including preferred stocks, interest-rate futures contracts, and foreign currency futures and forwards for the purpose of hedging. The fund's policy of investing at least 80% of its assets in high yield bonds may be changed only upon 60 days written notice to shareholders.

> Principally, securities are selected from a broad universe of domestic high yield corporate bonds, although the fund may invest in other types of high yield securities. The fund's subadviser uses an investment process that focuses on adding value through issue selection, sector/industry selection and opportunistic trading. The subadviser evaluates market conditions in the context of broad macroeconomic trends. It generally overweights those sector/industries where well-valued companies can be identified and whose business profiles (and credit measures) are viewed to be improving.

> The subadviser considers credit research an integral component of its higher quality high yield investment process. It invests across the credit rating spectrum with an emphasis on securities that are moving up the credit rating scale of a nationally recognized statistical rating organization and generally those rated Ba/BB and B/B by Moody's, Standard & Poor's or Fitch, at the time of investment. If after the time of investment a security's rating declines, the fund is not obligated to sell the security.

> The subadviser attempts to maintain the duration of the fund at a level similar to that of its style benchmark. Duration measures the interest rate sensitivity of a fixed income security by assessing and weighting the present value of the security's payment pattern. Generally, the longer the maturity the greater the duration and, therefore, the greater effect interest rate changes have on the price of the security. At December 31, 2006, the modified duration to maturity for the benchmark and the fund was 4.42 and 4.10 years, respectively. Typically, for a fund maintaining a modified duration to maturity of 4.10 years, a one percent increase in interest rates would cause a 4.10% decrease in the value

Phoenix Insight High Yield Bond Fund 31


of the fund's assets. Similarly, a one percent decrease in interest rates typically would cause the value of the fund's assets to increase by 4.10%.

> The subadviser's investment strategies may result in a higher portfolio turnover rate for the fund. A high portfolio turnover rate increases costs to the fund, negatively affects fund performance, and may increase capital gain distributions, resulting in greater tax liability to fund shareholders.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Foreign Securities Risk - The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts.

o High Yield Securities (Junk Bond) Risk - The risk that lower rated securities generally have a higher incidence of default and may be less liquid than higher rated securities.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

o Interest Rate Risk - The risk that bond prices overall will decline because of rising interest rates.

o Leverage Risk - The risk that downward price changes in a security may result in a loss greater than the fund's investment in that security.

o Long-Term Maturities/Durations Risk - The risk of greater price fluctuations than would be associated with securities having shorter maturities or durations.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Prepayment Risk - The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing the fund to reinvest in obligations with lower interest rates than the original obligations.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 46.

Because of the speculative nature of the fund's investments, you should carefully consider the risks associated with this fund before you purchase shares.

32 Phoenix Insight High Yield Bond Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight High Yield Bond Fund. Prior to May 18, 2006, the fund's investment program and general operations were managed by Harris Investment Management, Inc. as adviser and HIM-Monegy, Inc. as subadviser. The bar chart shows the fund's Class A Shares performance from year to year over the life of the fund.(1) The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         CALENDAR YEAR       ANNUAL RETURN %
              2005                 1.68
              2006                 6.97

BEST QUARTER: Q2 2003 4.03%   WORST QUARTER: Q3 2002 -1.91%

(1) The fund's annual return in the chart above does not reflect the deduction of any sales charges. The returns would have been less than those shown if sales charges were deducted. Year-to-date performance (through March 31, 2007) is 3.07%.

-----------------------------------------------------------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS                                                         1 YEAR               SINCE INCEPTION
  (FOR THE PERIODS ENDED 12/31/06)(2)                                                                          (5/17/04)
-----------------------------------------------------------------------------------------------------------------------------------
   Class A Shares
-----------------------------------------------------------------------------------------------------------------------------------
     Return Before Taxes                                                                1.89%                    5.54%
-----------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions(3)                                            -0.48%                    3.01%
-----------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions and Sale of Fund Shares(3)(4)                  1.16%                    3.27%
-----------------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers Aggregate Bond Index(5)                                              4.33%                    4.56%
-----------------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers High Yield 2% Issuer Cap Index(6)                                   10.76%                   10.06%
-----------------------------------------------------------------------------------------------------------------------------------

(2) The fund's average annual returns in the table above reflect the deduction of the maximum sales charge for an investment in the fund's Class A Shares.

(3) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. The after-tax returns shown in the table above are for only one class of shares offered by the prospectus (Class A); after-tax returns for other classes will vary. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(4) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(5) The Lehman Brothers Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(6) The Lehman Brothers High Yield 2% Issuer Cap Index is a market capitalization-weighted index that measures fixed rate non-investment grade debt securities of U.S. and non-U.S. corporations. No single issuer accounts for more than 2% of market cap. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

Class C Shares have been in existence since June 26, 2006; therefore, performance information is not included since this class of shares has not had a full calendar year of investment operations.

Phoenix Insight High Yield Bond Fund 33


PHOENIX INSIGHT INTERMEDIATE GOVERNMENT BOND FUND

INVESTMENT OBJECTIVE

Phoenix Insight Intermediate Government Bond Fund has an investment objective to seek to provide a high level of current income, consistent with preservation of capital.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in Government Bonds which are defined as:

o U.S. Treasury securities whose interest and principal payments are backed by the full faith and credit of the U.S. Government and securities issued by U.S. Government agencies and instrumentalities whose interest and principal payments may be supported by the full faith and credit of the U.S. Treasury (such as Government National Mortgage Association participation certificates); or

o Securities issued by U.S. Government agencies whose interest and principal payments are not backed by the full faith and credit of the U.S. Government and may be supported by the limited authority of the issuer to borrow from the U.S. Treasury (such as securities of the Federal Home Loan Bank); the discretionary authority of the U.S. Government to purchase certain obligations (such as securities of the Federal National Mortgage Association); or the credit of the issuer only; and, repurchase agreements collateralized by U.S. Government securities.

The fund's policy of investing at least 80% of its assets in Government Bonds may be changed only upon 60 days written notice to shareholders.

> The fund's subadviser may invest up to 20% of the fund's assets in one or more of the following types of securities, which normally will be investment-grade:

o Asset-backed securities

o Non-agency mortgage-backed securities

o Corporate bonds

> The dollar-weighted average portfolio maturity (or average life with respect to mortgage-backed and asset-backed securities) generally will be in the intermediate range of between three and ten years. Maturity composition refers to the percentage of securities within specific maturity ranges as well as the aggregate weighted average portfolio maturity. On December 31, 2006, the average maturity of the Lehman Brothers Intermediate Government Bond Index was 4.03 years; the average adjusted maturity of the fund was 5.18 years.

34 Phoenix Insight Intermediate Government Bond Fund


RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

o Interest Rate Risk - The risk that bond prices overall will decline because of rising interest rates.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Prepayment Risk - The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing the fund to reinvest in obligations with lower interest rates than the original obligations.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 46.

Phoenix Insight Intermediate Government Bond Fund 35


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Intermediate Government Bond Fund. The bar chart shows changes in the fund's Class A Shares performance from year to year over the life of the fund.(1) The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         CALENDAR YEAR       ANNUAL RETURN %
              2000                12.90
              2001                 7.47
              2002                10.12
              2003                 2.15
              2004                 2.79
              2005                 2.23
              2006                 4.11


BEST QUARTER: Q2 2003 5.16%   WORST QUARTER: Q3 2002 -2.51%

(1) The fund's annual returns in the chart above do not reflect the deduction of any sales charges. The returns would have been less than those shown if sales charges were deducted. Year-to-date performance (through March 31, 2007) is 1.41%.

------------------------------------------------------------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS                                                   1 YEAR          5 YEARS        SINCE INCEPTION
  (FOR THE PERIODS ENDED 12/31/06)(2)                                                                               (2/11/99)
------------------------------------------------------------------------------------------------------------------------------------
   Class A Shares
------------------------------------------------------------------------------------------------------------------------------------
     Return Before Taxes                                                          -0.83%          3.23%              4.47%
------------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions(3)                                       -2.49%          1.59%              2.57%
------------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions and Sale of Fund Shares(3)(4)            -0.57%          1.81%              2.66%
------------------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers Aggregate Bond Index(5)                                         4.33%          5.06%              5.62%
------------------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers Intermediate Government Bond Index((6))                         3.84%          3.92%              4.93%
------------------------------------------------------------------------------------------------------------------------------------

(2) The fund's average annual returns in the table above reflect the deduction of the maximum sales charge for an investment in the fund's Class A Shares.

(3) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. The after-tax returns shown in the table above are for only one class of shares offered by the prospectus (Class A); after-tax returns for other classes will vary. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(4) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(5) The Lehman Brothers Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(6) The Lehman Brothers Intermediate Government Bond Index measures intermediate-term bonds issued by the U.S. Treasury, government agencies, and quasi-federal corporations with maturities ranging from 1 to 9.99 years. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

36 Phoenix Insight Intermediate Government Bond Fund


PHOENIX INSIGHT INTERMEDIATE TAX-EXEMPT BOND FUND

INVESTMENT OBJECTIVE

Phoenix Insight Intermediate Tax-Exempt Bond Fund has an investment objective to seek to provide a high level of current income that is exempt from federal income tax.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in tax-exempt bonds, generally municipal securities. These securities generate income that is exempt from federal income tax and not subject to the federal alternative minimum tax. This policy is fundamental and may only be changed by shareholder approval. The fund may also invest in securities that generate income that is not exempt from federal or state income tax and is subject to the federal alternative minimum tax.

Income exempt from federal or state income tax may be subject to state or local income tax. Any capital gains distributed by the fund may be taxable.

The fund will normally purchase only securities that are investment grade.

> The subadviser employs:

o interest rate risk management techniques to temper the potential negative impact of interest rate increases on the fund's share price; and

o credit analysis to determine whether the municipalities issuing the bonds are likely to repay their debt.

> The fund also may invest in U.S. Government securities and securities with various forms of credit enhancement (such as bank letters of credit). The fund may buy and sell options and interest rate futures contracts to hedge against declines in value of portfolio securities.

> Under normal market conditions, the fund's investments will have a dollar-weighted average portfolio maturity in a range of three to twelve years. Maturity composition refers to the percentage of securities within specific maturity ranges as well as the aggregate weighted average portfolio maturity. On December 31, 2006, the average maturity of the Lehman Brothers 3-15 Year Blend Municipal Bond Index was 8.38 years; the average adjusted maturity of the fund was 6.4 years.

Phoenix Insight Intermediate Tax-Exempt Bond Fund 37


RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

o Interest Rate Risk - The risk that bond prices overall will decline because of rising interest rates.

o Leverage Risk - The risk that downward price changes in a security may result in a loss greater than the fund's investment in that security.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Municipal Market Risk - The risk that certain factors may negatively affect the value of municipal securities and, as a result, the share price of the fund.

o Prepayment Risk - The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing the fund to reinvest in obligations with lower interest rates than the original obligations.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 46.

38 Phoenix Insight Intermediate Tax-Exempt Bond Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Intermediate Tax-Exempt Bond Fund. The bar chart shows changes in the fund's Class A Shares performance from year to year over the life of the fund.(1) The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         CALENDAR YEAR       ANNUAL RETURN %
              2002                 9.55
              2003                 4.38
              2004                 2.76
              2005                 1.93
              2006                 4.10


BEST QUARTER: Q2 2003 4.60%   WORST QUARTER: Q3 2002 -2.32%

(1) The fund's annual returns in the chart above do not reflect the deduction of any sales charges. The returns would have been less than those shown if sales charges were deducted. Year-to-date performance (through March 31, 2007) is 0.64%.

------------------------------------------------------------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS                                                                                   SINCE INCEPTION
  (FOR THE PERIODS ENDED 12/31/06)(2)                                          1 YEAR            5 YEARS            (1/16/01)
------------------------------------------------------------------------------------------------------------------------------------
   Class A Shares
------------------------------------------------------------------------------------------------------------------------------------
     Return Before Taxes                                                       -0.84%             3.50%               3.59%
------------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions(3)                                    -1.13%             3.44%               3.54%
------------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions and Sale of Fund Shares(3)(4)          1.23%             3.58%               3.66%
------------------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers Aggregate Bond Index(5)                                      4.33%             5.06%               5.57%
------------------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers 3-15 Year Blend Municipal Bond Index(6)                      4.17%             4.96%             4.86%(7)
------------------------------------------------------------------------------------------------------------------------------------

(2) The fund's average annual returns in the table above reflect the deduction of the maximum sales charge for an investment in the fund's Class A Shares.

(3) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. The after-tax returns shown in the table above are for only one class of shares offered by the prospectus (Class A); after-tax returns for other classes will vary. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(4) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(5) The Lehman Brothers Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(6) The Lehman Brothers 3-15 Year Blend Municipal Bond Index is an unmanaged index of investment grade municipal bonds with maturities of 3-15 years. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(7) Since 1/31/01.

Class C Shares have been in existence since June 26, 2006; therefore, performance information is not included since this class of shares has not had a full calendar year of investment operations.

Phoenix Insight Intermediate Tax-Exempt Bond Fund 39


PHOENIX INSIGHT SHORT/INTERMEDIATE BOND FUND

INVESTMENT OBJECTIVE

Phoenix Insight Short/Intermediate Bond Fund has an investment objective to seek to provide a high level of total return, including a competitive level of current income.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in bonds with a short/intermediate-term average maturity. "Bonds" are fixed income debt securities of various types of issuers, including corporate bonds, mortgage-backed and asset-backed securities, U.S. Government securities and other short-term instruments. The fund's policy of investing at least 80% of its assets in short/intermediate bonds may be changed only upon 60 days written notice to shareholders.

> The fund generally invests in investment grade securities. Investment grade securities are those with credit ratings, at the time of acquisition, within the four highest rating categories of a nationally recognized statistical rating organization, or if unrated, those that the subadviser determines, pursuant to procedures reviewed and approved by the Board of Trustees, are of comparable quality.

> The fund may invest in bonds and debentures, U.S. Government securities, U.S.
dollar denominated debt obligations of foreign governments, mortgage-backed and asset-backed securities, municipal securities, zero-coupon securities, other floating/variable rate obligations, and options and interest-rate futures contracts.

> The fund normally maintains a dollar-weighted average maturity (or average life with respect to mortgage-backed and asset-backed securities) of between two and five years.

Temporary Defensive Strategy. If a defensive position is warranted, the fund may hold short-term U.S. Government securities (such as Treasury bills), high-quality money market instruments and cash. When the fund takes such a defensive position, the fund may not be able to meet its investment objective.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Foreign Securities Risk - The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

40 Phoenix Insight Short/Intermediate Bond Fund


o Interest Rate Risk - The risk that bond prices overall will decline because of rising interest rates.

o Leverage Risk - The risk that downward price changes in a security may result in a loss greater than the fund's investment in that security.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Prepayment Risk - The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing the fund to reinvest in obligations with lower interest rates than the original obligations.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 46.

Phoenix Insight Short/Intermediate Bond Fund 41


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Short/Intermediate Bond Fund. The bar chart shows changes in the fund's Class A Shares performance from year to year over the life of the fund.(1) The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         CALENDAR YEAR       ANNUAL RETURN %
              2000                10.13
              2001                 7.60
              2002                 6.14
              2003                 3.85
              2004                 2.66
              2005                 1.10
              2006                 3.99


BEST QUARTER: Q2 2003 4.10%   WORST QUARTER: Q3 2002 -2.28%

(1) The fund's annual returns in the chart above do not reflect the deduction of any sales charges. The returns would have been less than those shown if sales charges were deducted. Year-to-date performance (through March 31, 2007) is 1.39%.

------------------------------------------------------------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS                                                                                     SINCE INCEPTION
  (FOR THE PERIODS ENDED 12/31/06)(2)                                         1 YEAR            5 YEARS               (7/21/99)
------------------------------------------------------------------------------------------------------------------------------------
   Class A Shares
------------------------------------------------------------------------------------------------------------------------------------
     Return Before Taxes                                                      -0.95%             2.53%                  4.05%
------------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions(3)                                   -2.33%             1.06%                  2.28%
------------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions and Sale of Fund Shares(3)(4)        -0.64%             1.28%                  2.36%
------------------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers Aggregate Bond Index(5)                                     4.33%             5.06%                  6.02%
------------------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers Intermediate Government/Credit Bond Index(6)                4.08%             4.53%                  5.60%
------------------------------------------------------------------------------------------------------------------------------------

(2) The fund's average annual returns in the table above reflect the deduction of the maximum sales charge for an investment in the fund's Class A Shares.

(3) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. The after-tax returns shown in the table above are for only one class of shares offered by the prospectus (Class A); after-tax returns for other classes will vary. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(4) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(5) The Lehman Brothers Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(6) The Lehman Brothers Intermediate Government/Credit Bond Index measures U.S. investment grade government and corporate debt securities with an average maturity of 4 to 5 years. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

Class C Shares have been in existence since June 26, 2006; therefore, performance information is not included since this class of shares has not had a full calendar year of investment operations.

42 Phoenix Insight Short/Intermediate Bond Fund


PHOENIX INSIGHT TAX-EXEMPT BOND FUND

INVESTMENT OBJECTIVE

Phoenix Insight Tax-Exempt Bond Fund has an investment objective to seek to provide a high level of current income that is exempt from federal income tax.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in tax-exempt bonds, generally municipal securities with varying maturities. These securities generate income that is exempt from federal income tax and not subject to the federal alternative minimum tax. This policy is fundamental and may only be changed by shareholder approval. The fund may also invest in securities that generate income that is not exempt from federal or state income tax and is subject to the federal alternative minimum tax.

Income exempt from federal or state income tax may be subject to state or local income tax. Any capital gains distributed by the fund may be taxable.

The fund will normally purchase only securities that are investment grade.

> The subadviser employs:

o interest rate risk management techniques to temper the potential negative impact of interest rate increases on the fund's share price; and

o credit analysis to determine whether the municipalities issuing the bonds are likely to repay their debt.

> The fund also may invest in U.S. Government securities and securities with various forms of credit enhancement (such as bank letters of credit). The fund may buy and sell options and interest rate futures contracts to hedge against declines in the value of portfolio securities.

> In pursuit of higher income, the subadviser normally favors longer-term bonds that typically mature in ten years or more. In exchange for this higher potential income, investors may experience higher share-price volatility than would occur through investments with shorter maturities.

Phoenix Insight Tax-Exempt Bond Fund 43


RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

o Interest Rate Risk - The risk that bond prices overall will decline because of rising interest rates.

o Leverage Risk - The risk that downward price changes in a security may result in a loss greater than the fund's investment in that security.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Municipal Market Risk - The risk that certain factors may negatively affect the value of municipal securities and, as a result, the share price of the fund.

o Prepayment Risk - The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing the fund to reinvest in obligations with lower interest rates than the original obligations.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 46.

44 Phoenix Insight Tax-Exempt Bond Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Tax-Exempt Bond Fund. The bar chart shows changes in the fund's Class A Shares performance from year to year over the life of the fund.(1) The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         CALENDAR YEAR       ANNUAL RETURN %
              2002                11.14
              2003                 5.55
              2004                 3.20
              2005                 2.50
              2006                 4.51


BEST QUARTER: Q2 2003 6.07%   WORST QUARTER: Q3 2002 -2.75%

(1) The fund's annual returns in the chart above do not reflect the deduction of any sales charges. The returns would have been less than those shown if sales charges were deducted. Year-to-date performance (through March 31, 2007) is 0.58%.

------------------------------------------------------------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS                                                                                  SINCE INCEPTION
  (FOR THE PERIODS ENDED 12/31/06)(2)                                            1 YEAR        5 YEARS              (1/30/01)
------------------------------------------------------------------------------------------------------------------------------------
   Class A Shares
------------------------------------------------------------------------------------------------------------------------------------
     Return Before Taxes                                                         -0.45%          4.32%                4.56%
------------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions(3)                                      -0.80%          4.15%                4.42%
------------------------------------------------------------------------------------------------------------------------------------
     Return After Taxes on Distributions and Sale of Fund Shares(3)(4)            1.63%          4.31%                4.53%
------------------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers Aggregate Bond Index(5)                                        4.33%          5.06%                5.49%
------------------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers Municipal Bond Index(6)                                        4.84%          5.53%                5.39%
------------------------------------------------------------------------------------------------------------------------------------

(2) The fund's average annual returns in the table above reflect the deduction of the maximum sales charge for an investment in the fund's Class A Shares.

(3) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. The after-tax returns shown in the table above are for only one class of shares offered by the prospectus (Class A); after-tax returns for other classes will vary. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(4) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(5) The Lehman Brothers Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(6) The Lehman Brothers Municipal Bond Index is a market capitalization-weighted index that measures the long-term tax-exempt bond market. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

Class C Shares have been in existence since June 26, 2006; therefore, performance information is not included since this class of shares has not had a full calendar year of investment operations.

Phoenix Insight Tax-Exempt Bond Fund 45


RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

The value of your shares and the level of income you receive are subject to risks associated with the types of securities selected for fund investment. Neither a fund, nor its adviser or subadviser, can assure you that a particular level of income will consistently be achieved or that the value of the fund's investments that supports your share value will increase. If the value of fund investments decreases, your share value will decrease.

Specific risks of investing in the various Fixed Income Funds are indicated in the chart below and are described in detail following the chart.

-----------------------------------------------------------------------------------------------------------------------------------
                                                                    INTERMEDIATE   INTERMEDIATE         SHORT/
  RISKS FOR ONE OR                        BOND        HIGH YIELD     GOVERNMENT     TAX-EXEMPT       INTERMEDIATE     TAX-EXEMPT
  MORE FUNDS                              FUND         BOND FUND     BOND FUND       BOND FUND        BOND FUND       BOND FUND
------------------------------------- -------------- ------------- -------------- ---------------- ---------------- ---------------
  Credit                                    X              X             X               X                X               X
------------------------------------- -------------- ------------- -------------- ---------------- ---------------- ---------------
  Foreign Securities                                       X                                              X
------------------------------------- -------------- ------------- -------------- ---------------- ---------------- ---------------
  High Yield Securities                     X              X
------------------------------------- -------------- ------------- -------------- ---------------- ---------------- ---------------
  Income                                    X              X             X               X                X               X
------------------------------------- -------------- ------------- -------------- ---------------- ---------------- ---------------
  Interest Rate                             X              X             X               X                X               X
------------------------------------- -------------- ------------- -------------- ---------------- ---------------- ---------------
  Leverage                                                 X                             X                X               X
------------------------------------- -------------- ------------- -------------- ---------------- ---------------- ---------------

  Long-Term Maturities/Durations            X              X

------------------------------------- -------------- ------------- -------------- ---------------- ---------------- ---------------
  Manager                                   X              X             X               X                X               X
------------------------------------- -------------- ------------- -------------- ---------------- ---------------- ---------------
  Municipal Market                                                                       X                                X
------------------------------------- -------------- ------------- -------------- ---------------- ---------------- ---------------
  Prepayment                                X              X             X               X                X               X
------------------------------------- -------------- ------------- -------------- ---------------- ---------------- ---------------

CREDIT RISK

The risk that an issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline. Debt securities rated below investment-grade are especially susceptible to this risk.

FOREIGN SECURITIES RISK

The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts owing in part to possible political or economic instability; limits on repatriation of capital; exchange controls or exchange rate fluctuations; less publicly available information as a result of accounting, auditing, and financial reporting standards different from those used in the U.S.; more volatile markets; less securities regulation; less favorable tax provisions; war or expropriation.

HIGH YIELD SECURITIES (JUNK BOND) RISK

Securities rated "BB" or below by S&P or "Ba" or below by Moody's are known as "high yield" securities and are commonly referred to as "junk bonds". These securities involve greater risk of loss due to credit deterioration and are less liquid, especially during periods of economic uncertainty or change, than higher-quality debt securities. Lower-rated debt securities generally have a higher risk that the issuer of the security may default and not make the payment of interest or principal.

46 Phoenix Insight Fixed Income Funds


INCOME RISK

The risk that falling interest rates will cause a fund's income to decline. A fund's dividends decline when interest rates fall because the fund then must invest in lower-yielding bonds.

INTEREST RATE RISK

The risk that bond prices overall will decline because of rising interest rates. With fixed-rate securities, an increase in prevailing interest rates typically causes the value of those securities to fall, while a decline in prevailing interest rates generally produces an increase in the market value of the securities. As interest rates increase, slower than expected principal payments may extend the average life of fixed income securities. This will have the effect of locking in a below-market interest rate, increasing a fund's duration and reducing the value of such a security. If a fund invests in asset-backed and mortgage-backed securities, it is more vulnerable to this risk. Changes in interest rates will affect the value of longer-term fixed income securities more than shorter-term securities and lower quality securities more than higher quality securities.

LEVERAGE RISK

The risk that downward price changes in a security may result in a loss greater than a fund's investment in the security. This risk exists through the use of certain securities or techniques (e.g., forward or futures contracts, derivative securities or purchases on margin) that tend to magnify changes in an index or market.

LONG-TERM MATURITIES/DURATIONS RISK

Fixed income securities with longer maturities or durations may be subject to greater price fluctuations due to interest rate, tax law, and general market changes than securities with shorter maturities or durations.

MANAGER RISK

The risk that poor security selection will cause a fund to underperform other funds with a similar investment objective.

MUNICIPAL MARKET RISK

The risk that certain factors may negatively affect the value of municipal securities, and, as a result, the share price of a fund that invests in them. These factors include political or legislative changes, uncertainties related to the tax status of the securities or the rights of investors in the securities. A fund may invest in municipal obligations that are related in such a way (e.g., multiple apparently unrelated issues that depend on the financial rating or support of a single government unit) that an economic, business or political development or change that affects one of these obligations would also affect the others.

PREPAYMENT RISK

The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing a fund to reinvest in obligations with lower interest rates than the original obligations. As interest rates decline, the issuers of securities held by a fund may prepay principal earlier than scheduled, forcing a fund to reinvest in lower yielding securities. This prepayment may reduce a fund's income. If a fund invests in asset-backed and mortgage-backed securities, it is more vulnerable to this risk.

Phoenix Insight Fixed Income Funds 47


FUND FEES AND EXPENSES - FIXED INCOME FUNDS

The tables below illustrate all fees and expenses that you may pay if you buy and hold Class A Shares and Class C Shares of the Fixed Income Funds.

                                                                                      Class A               Class C
                                                                                      Shares                Shares
                                                                                     ---------             ---------

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)

Maximum Sales Charge (load) Imposed on Purchases (as a Percentage                      4.75%                 None
of offering price)

Maximum Deferred Sales Charge (load) (as a percentage of
lesser of the value redeemed or the amount invested)                                  None(a)               1.00%(b)

Maximum Sales Charge (load) Imposed on Reinvested Dividends                            None                  None

Redemption Fee                                                                         None                  None

Exchange Fee                                                                           None                  None


(a) A contingent deferred sales charge of 1% may apply on certain redemptions made within one year following purchases on which a finder's fee has been paid. The one-year period begins on the last day of the month preceding the month in which the purchase was made.

(b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

CLASS A SHARES

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

                                                 HIGH       INTERMEDIATE        INTERMEDIATE          SHORT/
                                                YIELD       GOVERNMENT           TAX-EXEMPT        INTERMEDIATE       TAX-EXEMPT
                                   BOND          BOND          BOND                 BOND               BOND              BOND
                                   ----          ----          ----                 ----               ----              ----

Management Fees                    0.50%         0.45%         0.45%               0.45%               0.55%             0.45%

Distribution and Shareholder
Servicing (12b-1) Fees(c)          0.25%         0.25%         0.25%               0.25%               0.25%             0.25%

Other Expenses(d)                  0.18%         0.25%         0.46%               0.17%               0.18%             0.24%

Acquired Fund Fees and Expenses      --            --          0.01%                 --                  --              0.01%
                                   -----         -----         -----               -----               -----             -----
TOTAL ANNUAL FUND
OPERATING EXPENSES                 0.93%(f)      0.95%         1.17%(e)(f)         0.87%(f)            0.98%(f)          0.95%(e)(f)
                                   =====         =====         =====               =====               =====             =====


(c) Distribution and Shareholder Servicing (12b-1) Fees represent an asset-based sales charge that, for a long-term shareholder, over time may be higher than the maximum front-end sales charge permitted by the NASD.

(d) Restated to reflect current fee structure.

(e) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the Intermediate Government Bond Fund and the Tax-Exempt Bond Fund and do not include acquired fund fees and expenses.

(f) The fund's investment adviser has contractually agreed to limit total operating expenses (excluding 12b-1 and/or other shareholder servicing fees, acquired fund fees and expenses, interest, taxes, and extraordinary expenses) through December 31, 2007, so that such expenses do not exceed 0.85% for Class A Shares of the Bond Fund, 0.75% for Class A Shares of the Intermediate Government Bond Fund, 0.85% for Class A Shares of the Intermediate Tax-Exempt Bond Fund, 0.95% for Class A Shares of the Short/Intermediate Bond Fund, and 0.85% for Class A Shares of the Tax-Exempt Bond Fund. Actual Total Annual Fund Operating Expenses, after expense reimbursements, were 0.84% for Class A Shares of the Bond Fund, 0.74% for Class A Shares of the Intermediate Government Bond Fund, 0.83% for Class A Shares of the Intermediate Tax-Exempt Bond Fund, 0.91% for Class A Shares of the Short/Intermediate Bond Fund, and 0.85% for Class A Shares of the Tax-Exempt Bond Fund. The adviser will not seek to recapture any operating expenses reimbursed under these arrangements, unless authorized to do so by the Board of Trustees.

48 Phoenix Insight Fixed Income Funds


EXAMPLE

This example is intended to help you compare the cost of investing in a fund to the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in Class A Shares of a fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. Although your actual costs and the return on your investment may be higher or lower, based on these assumptions your costs would be:

------------------------------------------------------------------------------------------------------------------------------------
FUND                                                      1 YEAR        3 YEARS            5 YEARS           10 YEARS
------------------------------------------------------------------------------------------------------------------------------------
Bond                                                       $565           $757               $965             $1,564
------------------------------------------------------------------------------------------------------------------------------------
High Yield Bond                                            $567           $763               $976             $1,586
------------------------------------------------------------------------------------------------------------------------------------
Intermediate Government Bond                               $589           $829             $1,088             $1,828
------------------------------------------------------------------------------------------------------------------------------------
Intermediate Tax-Exempt Bond                               $560           $739               $934             $1,497
------------------------------------------------------------------------------------------------------------------------------------
Short/Intermediate Bond                                    $570           $772               $991             $1,619
------------------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Bond                                            $567           $763               $976             $1,586
------------------------------------------------------------------------------------------------------------------------------------

The examples assume that the expense reimbursement obligations, if any, are in effect through December 31, 2007. Thereafter, the examples do not reflect any expense reimbursement obligations.

CLASS C SHARES

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

                                                              HIGH          INTERMEDIATE            SHORT/
                                                              YIELD          TAX-EXEMPT          INTERMEDIATE        TAX-EXEMPT
                                               BOND           BOND              BOND                 BOND               BOND
                                               ----           ----              ----                 ----               ----

Management Fees                                0.50%          0.45%             0.45%                0.55%              0.45%

Distribution and Shareholder
Servicing (12b-1) Fees(g)                      1.00%          1.00%             1.00%                1.00%              1.00%

Other Expenses(h)                              0.18%          0.25%             0.17%                0.18%              0.24%

Acquired Fund Fees and Expenses                  --             --                --                   --               0.01%
                                               -----          -----             -----                -----              -----
TOTAL ANNUAL FUND OPERATING EXPENSES
                                               1.68%(j)       1.70%             1.62%(j)             1.73%(j)           1.70%(i)(j)
                                               =====          =====             =====                =====              ======


(g) Distribution and Shareholder Servicing (12b-1) Fees represent an asset-based sales charge that, for a long-term shareholder, over time may be higher than the maximum front-end sales charge permitted by the NASD.

(h) Restated to reflect current fee structure.

(i) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the Tax-Exempt Bond Fund and do not include acquired fund fees and expenses.

(j) The fund's investment adviser has contractually agreed to limit total operating expenses (excluding 12b-1 and/or other shareholder servicing fees, acquired fund fees and expenses, interest, taxes, and extraordinary expenses) through December 31, 2007, so that such expenses do not exceed 1.60% for Class C Shares of the Bond Fund, 1.60% for Class C Shares of the Intermediate Tax-Exempt Bond Fund, 1.70% for Class C Shares of the Short/Intermediate Bond Fund, and 1.60% for Class C Shares of the Tax-Exempt Bond Fund. Actual Total Annual Fund Operating Expenses, after expense reimbursements, were 1.59% for Class C Shares of the Bond Fund, 1.61% for Class C Shares of the Intermediate Tax-Exempt Bond Fund, 1.70% for Class C Shares of the Short/Intermediate Bond Fund, and 1.61% for Class C Shares of the Tax-Exempt Bond Fund. The adviser will not seek to recapture any operating expenses reimbursed under these arrangements, unless authorized to do so by the Board of Trustees.

Phoenix Insight Fixed Income Funds 49


EXAMPLE

This example is intended to help you compare the cost of investing in a fund to the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in Class C Shares of a fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. Although your actual costs and the return on your investment may be higher or lower, based on these assumptions your costs would be:

------------------------------------------------------------------------------------------------------------------------------------
FUND                                                      1 YEAR        3 YEARS            5 YEARS           10 YEARS
------------------------------------------------------------------------------------------------------------------------------------
Bond                                                       $271           $530               $913             $1,987
------------------------------------------------------------------------------------------------------------------------------------
High Yield Bond                                            $273           $536               $923             $2,009
------------------------------------------------------------------------------------------------------------------------------------
Intermediate Tax-Exempt Bond                               $265           $511               $881             $1,922
------------------------------------------------------------------------------------------------------------------------------------
Short/Intermediate Bond                                    $276           $545               $939             $2,041
------------------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Bond                                            $273           $536               $923             $2,009
------------------------------------------------------------------------------------------------------------------------------------

You would pay the following expenses if you did not redeem your shares.

------------------------------------------------------------------------------------------------------------------------------------
FUND                                                      1 YEAR        3 YEARS            5 YEARS           10 YEARS
------------------------------------------------------------------------------------------------------------------------------------
  Bond                                                     $171           $530               $913            $1,987
------------------------------------------------------------------------------------------------------------------------------------
  High Yield Bond                                          $173           $536               $923            $2,009
------------------------------------------------------------------------------------------------------------------------------------
  Intermediate Tax-Exempt Bond                             $165           $511               $881            $1,922
------------------------------------------------------------------------------------------------------------------------------------
  Short/Intermediate Bond                                  $176           $545               $939            $2,041
------------------------------------------------------------------------------------------------------------------------------------
  Tax-Exempt Bond                                          $173           $536               $923            $2,009
------------------------------------------------------------------------------------------------------------------------------------

The examples assume that the expense reimbursement obligations of the adviser, if any, are in effect through December 31, 2007. Thereafter, the examples do not reflect any expense reimbursement obligations.

50 Phoenix Insight Fixed Income Funds


PHOENIX INSIGHT MONEY MARKET FUNDS

INTRODUCTION TO MONEY MARKET FUNDS

> Money market funds invest in short-term money market instruments issued by banks, other U.S. corporations, the U.S. Government, state or local governments, and other entities. These securities may include certificates of deposit, bankers' acceptances, variable rate demand notes, fixed-term obligations, commercial paper, asset-backed securities and repurchase agreements.

> Money market funds must conform to a number of regulations, including rules that require each fund to:

o limit the dollar-weighted average maturity of their investments to 90 days or less;

o buy only high-quality, short-term money market instruments; and

o buy securities with remaining maturities no longer than 397 days.

> Each fund's investment objective is not fundamental and may be changed by the Board of Trustees without approval by the fund's shareholders. There is no guarantee that a fund will achieve its objective.

> An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

> Each fund's principal risks are provided in an alphabetical listing within the fund description that follows. These risks are discussed in detail under "Risks Related to Principal Investment Strategies" beginning on page 58.

Phoenix Insight Money Market Funds 51


PHOENIX INSIGHT GOVERNMENT MONEY MARKET FUND

INVESTMENT OBJECTIVE

Phoenix Insight Government Money Market Fund has an investment objective to seek to provide as high a level of current income from government obligations as is consistent with preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

> The fund invests only in high-quality, short-term money market instruments that, in the opinion of the fund's subadviser, present minimal credit risks. The fund normally invests at least 80% of its assets in government money market securities which are defined as:

o U.S. Treasury securities whose interest and principal payments are backed by the full faith and credit of the U.S. Government and securities issued by U.S. Government agencies and instrumentalities whose interest and principal payments may be supported by the full faith and credit of the U.S. Treasury (such as Government National Mortgage Association participation certificates); or

o Securities issued by the U.S. Government whose interest and principal payments are not backed by the full faith and credit of the U.S. Government and may be supported by the limited authority of the issuer to borrow from the U.S. Treasury (such as securities of the Federal Home Loan Bank); the discretionary authority of the U.S. Government to purchase certain obligations (such as securities of the Federal National Mortgage Association); or the credit of the issuer only; and repurchase agreements collateralized by U.S. Government securities.

The fund's policy of investing at least 80% of its assets in government short-term money market instruments may be changed only upon 60 days written notice to shareholders.

> The fund will purchase only securities (other than U.S. Government securities) that have been rated within the two highest rating categories by at least two nationally recognized statistical rating organizations, unless only one such agency has rated the security, (or, if not rated, are considered by the adviser to be of comparable quality). No more than 5% of the fund's assets will be invested in securities in the second highest rating category. The fund's current income generally will be lower than the income provided by funds that invest in securities with longer maturities or lower quality.

52 Phoenix Insight Government Money Market Fund


RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Counterparty Risk - The risk that the fund incurs when it engages in certain investment techniques where it relies on the other party to consummate the transaction and is subject to the risk of default by the other party.

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Principal Stability Risk - The risk that the fund may not be able to maintain a stable net asset value of $1.00.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 58.

PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Government Money Market Fund. The bar chart shows changes in the fund's Class A Shares performance from year to year over a 10-year period. The table shows the fund's average annual returns for one, five and ten years. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         CALENDAR YEAR       ANNUAL RETURN %
              1997                 5.17
              1998                 5.08
              1999                 4.67
              2000                 5.87
              2001                 3.68
              2002                 1.30
              2003                 0.67
              2004                 0.88
              2005                 2.70
              2006                 4.76

BEST QUARTER: Q2 2003 1.52%   WORST QUARTER: Q3 2002 0.14%

----------------------------------------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS
  (FOR THE PERIODS ENDED 12/31/06)                 1 YEAR                5 YEARS              10 YEARS
----------------------------------------------------------------------------------------------------------------
  Class A Shares                                    4.76%                 2.05%                 3.46%
----------------------------------------------------------------------------------------------------------------

The fund's 7-day yield on December 31, 2006 was 4.80% for Class A Shares.

Phoenix Insight Government Money Market Fund 53


PHOENIX INSIGHT MONEY MARKET FUND

INVESTMENT OBJECTIVE

Phoenix Insight Money Market Fund has an investment objective to seek to provide as high a level of current income as is consistent with its investment policies and with preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

> The fund invests only in high-quality, short-term money market instruments that, in the opinion of the fund's subadviser, present minimal credit risks. The fund invests in a broad range of short-term money market instruments, including U.S. Government securities, repurchase agreements, as well as bank and commercial obligations. Commercial paper purchased by the fund will consist of U.S. dollar-denominated direct obligations of domestic and foreign corporate issuers, including bank holding companies.

> The fund will purchase only U.S. dollar-denominated securities. In addition, the fund will purchase only securities (other than U.S. Government securities) that have been rated within the two highest rating categories by at least two nationally recognized statistical rating organizations, unless only one such agency has rated the security, (or, if not rated, are considered by the subadviser to be of comparable quality). No more than 5% of the fund's assets will be invested in securities in the second highest rating category. The fund's current income generally will be lower than the income provided by funds that invest in securities with longer maturities or lower quality.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Counterparty Risk - The risk that the fund incurs when it engages in certain investment techniques where it relies on the other party to consummate the transaction and is subject to the risk of default by the other party.

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Foreign Securities - The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

54 Phoenix Insight Money Market Fund


o Principal Stability Risk - The risk that the fund may not be able to maintain a stable net asset value of $1.00.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 58.

PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Money Market Fund. The bar chart shows changes in the fund's Class A Shares performance from year to year over a 10-year period. The table shows the fund's average annual returns for one, five and ten years. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         CALENDAR YEAR       ANNUAL RETURN %
              1997                 5.35
              1998                 5.25
              1999                 4.92
              2000                 6.09
              2001                 3.85
              2002                 1.48
              2003                 0.74
              2004                 0.94
              2005                 2.80
              2006                 4.93


BEST QUARTER: Q2 2003 1.57%   WORST QUARTER: Q3 2003 0.15%

--------------------------------------------------------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS
  (FOR THE PERIODS ENDED 12/31/06)                            1 YEAR                  5 YEARS                 10 YEARS
--------------------------------------------------------------------------------------------------------------------------------
  Class A Shares                                               4.93%                   2.17%                    3.62%
--------------------------------------------------------------------------------------------------------------------------------

The fund's 7-day yield on December 31, 2006 was 4.88% for Class A Shares.

Phoenix Insight Money Market Fund 55


PHOENIX INSIGHT TAX-EXEMPT MONEY MARKET FUND

INVESTMENT OBJECTIVE

Phoenix Insight Tax-Exempt Money Market Fund has an investment objective to seek to provide as high a level of current income that is exempt from federal income taxes as is consistent with its investment policies and with preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in high-quality, short-term money market instruments that generate income that is generally exempt from federal income tax and are not subject to the federal alternative minimum tax. This policy is fundamental and may only be changed by shareholder approval. The fund may also invest in securities that generate income that is not exempt from federal or state income tax.

Income exempt from federal or state income tax may be subject to state or local income tax. Any capital gains distributed by the fund may be taxable.

> The fund will invest primarily in U.S. dollar-denominated municipal securities.

> The fund will purchase only securities (other than U.S. Government securities) that have been rated within the two highest rating categories by at least two nationally recognized statistical rating organizations, unless only one such agency has rated the security, (or, if not rated, are considered by the subadviser to be of comparable quality). The fund's current income generally will be lower than the income provided by funds that invest in securities with taxable income or securities with longer maturities or lower quality.

> Depending on market conditions, the fund may temporarily hold up to 20% of the current value of its assets in securities whose interest income is subject to taxation.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Counterparty Risk - The risk that the fund incurs when it engages in certain investment techniques where it relies on the other party to consummate the transaction and is subject to the risk of default by the other party.

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

56 Phoenix Insight Tax-Exempt Money Market Fund


o Municipal Market Risk - The risk that certain factors may negatively affect the value of municipal securities and, as a result, the share price of the fund.

o Principal Stability Risk - The risk that the fund may not be able to maintain a stable net asset value of $1.00.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 58.

PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Tax-Exempt Money Market Fund. The bar chart shows changes in the fund's Class A Shares performance from year to year over a 10-year period. The table shows the fund's average annual returns for one, five and ten years. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         CALENDAR YEAR       ANNUAL RETURN %
              1997                 3.17
              1998                 3.02
              1999                 2.75
              2000                 3.58
              2001                 2.34
              2002                 0.99
              2003                 0.55
              2004                 0.65
              2005                 1.87
              2006                 3.18

BEST QUARTER: Q2 2003 0.97%   WORST QUARTER: Q3 2002 0.10%

---------------------------------------------------------------------------------------------------------------------
  Average Annual Total Returns                     1 Year                   5 Years                 10 Years
  (for the periods ended 12/31/06)
---------------------------------------------------------------------------------------------------------------------
  Class A Shares                                    3.18%                    1.44%                   2.21%
---------------------------------------------------------------------------------------------------------------------

The fund's 7-day yield on December 31, 2006 was 3.32% for Class A Shares.

Phoenix Insight Tax-Exempt Money Market Fund 57


RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

An investment in a Money Market Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund.

Specific risks of investing in the various Money Market Funds are indicated in the chart below and described in detail following the chart.

--------------------------------- --------------------------------- -------------------------------- -------------------------------
  RISKS FOR ONE OR                           GOVERNMENT                       MONEY MARKET                   TAX-EXEMPT MONEY
  MORE FUNDS                              MONEY MARKET FUND                       FUND                         MARKET FUND
--------------------------------- --------------------------------- -------------------------------- -------------------------------
  Counterparty                                    X                                X                                X
--------------------------------- --------------------------------- -------------------------------- -------------------------------
  Credit                                          X                                X                                X
--------------------------------- --------------------------------- -------------------------------- -------------------------------
  Foreign Securities                                                               X
--------------------------------- --------------------------------- -------------------------------- -------------------------------
  Income                                          X                                X                                X
--------------------------------- --------------------------------- -------------------------------- -------------------------------
  Manager                                         X                                X                                X
--------------------------------- --------------------------------- -------------------------------- -------------------------------
  Municipal Market                                                                                                  X
--------------------------------- --------------------------------- -------------------------------- -------------------------------
  Principal Stability                             X                                X                                X
--------------------------------- --------------------------------- -------------------------------- -------------------------------

COUNTERPARTY RISK

The risk that a fund incurs when it engages in repurchase, reverse repurchase, derivative, when-issued, forward-commitment, delayed-settlement and securities-lending transactions or other similar transactions with another party, relies on the other party to consummate the transaction and is subject to the risk of default by the other party. Failure of the other party to consummate the transaction may result in the fund's incurring a loss or missing an opportunity to obtain a price believed to be advantageous.

CREDIT RISK

The risk that an issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline. Debt securities rated below investment-grade are especially susceptible to this risk.

FOREIGN SECURITIES RISK

The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts owing in part to possible political or economic instability; limits on repatriation of capital; exchange controls or exchange rate fluctuations; less publicly available information as a result of accounting, auditing, and financial reporting standards different from those used in the U.S.; more volatile markets; less securities regulation; less favorable tax provisions; war or expropriation.

58 Phoenix Insight Money Market Funds


INCOME RISK

The risk that falling interest rates will cause a fund's income to decline. A fund's dividends decline when interest rates fall because the fund then must invest in lower-yielding bonds.

MANAGER RISK

The risk that poor security selection will cause a fund to underperform other funds with a similar investment objective.

MUNICIPAL MARKET RISK

The risk that certain factors may negatively affect the value of municipal securities, and, as a result, the share price of a fund that invests in them. These factors include political or legislative changes, uncertainties related to the tax status of the securities or the rights of investors in the securities. A fund may invest in municipal obligations that are related in such a way (e.g., multiple apparently unrelated issues that depend on the financial rating or support of a single government unit) that an economic, business or political development or change that affects one of these obligations would also affect the others.

PRINCIPAL STABILITY RISK

The risk that a money market fund may not be able to maintain a stable net asset value of $1.00 per share.

Phoenix Insight Money Market Funds 59


FUND FEES AND EXPENSES - MONEY MARKET FUNDS

The tables below illustrate all the fees and expenses that you may pay if you buy and hold Class A Shares of the Money Market Funds.

                                                                                                        Class A
                                                                                                        Shares
                                                                                                        ------
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Maximum Sales Charge (load) Imposed on Purchases                                                         None

Maximum Deferred Sales Charge (load) (as a percentage of the lesser of the value redeemed                None
or the amount invested)

Maximum Sales Charge (load) Imposed on Reinvested Dividends                                              None

Redemption Fee                                                                                           None

Exchange Fee                                                                                             None
                                                                                                      ------------

CLASS A SHARES
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

                                                                GOVERNMENT             MONEY              TAX-EXEMPT
                                                               MONEY MARKET            MARKET            MONEY MARKET
                                                               ------------            ------            ------------

Management Fees                                                   0.10%                 0.10%                0.10%

 Distribution (12b-1) Fees                                        0.10%                 0.10%                0.10%

 Shareholder Servicing Fees                                       0.25%                 0.25%                0.25%

 Other Expenses(a)                                                0.15%                 0.08%(b)             0.10%
                                                                  -----                 -----                -----
 TOTAL ANNUAL FUND OPERATING EXPENSES                             0.60%                 0.53%                0.55%
                                                                  =====                 =====                =====


(a) Restated to reflect current fee structure.

(b) Effective October 1, 2006, the fund's investment adviser voluntarily agreed to limit the total operating expenses (excluding 12b-1 and/or other shareholder servicing fees, interest, taxes and extraordinary expenses), so that such expenses do not exceed 0.53% for Class A Shares of the Money Market Fund. Actual Total Annual Fund Operating Expenses, after expense reimbursement, were 0.52% for Class A Shares of the Money Market Fund. The adviser may discontinue this expense cap at any time. The adviser will not seek to recapture any operating expenses reimbursed under this arrangement, unless authorized to do so by the Board of Trustees.

EXAMPLE

This example is intended to help you compare the cost of investing in Class A Shares of the fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

60 Phoenix Insight Money Market Funds


------------------------------------------------------------------------------------------------------------------------------------
FUND                                                    1 YEAR          3 YEARS            5 YEARS           10 YEARS
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
   Government Money Market                                $61             $192               $335              $750
------------------------------------------------------------------------------------------------------------------------------------
   Money Market                                           $54             $170               $296              $665
------------------------------------------------------------------------------------------------------------------------------------
   Tax-Exempt Money Market                                $56             $176               $307              $689
------------------------------------------------------------------------------------------------------------------------------------

Note: Your actual expenses for the Money Market Fund Class A Shares may be lower than those shown in the table above since the expense levels used to calculate the figures shown do not include the voluntary reimbursement of expenses over a certain level by the fund's investment adviser.

Phoenix Insight Money Market Funds 61


ADDITIONAL INVESTMENT TECHNIQUES AND RELATED RISKS

EQUITY FUNDS

In addition to the Principal Investment Strategies and Related Risks, each of the Equity Funds may engage in additional investment techniques that present additional risks to a fund as indicated in the chart below. Each risk is described in the Risks Related to Principal Investment Strategies section starting on page 20. Many of the additional investment techniques that a fund may use are more fully described in the Trust's Statement of Additional Information.

------------------------------------------------------------------------------------------------------------------------------------
                                          Core       Emerging                                Small-Cap       Small-Cap    Small-Cap
                            Balanced     Equity      Markets        Equity        Index       Growth        Opportunity     Value
  RISKS                       Fund        Fund         Fund          Fund         Fund         Fund            Fund         Fund
------------------------------------------------------------------------------------------------------------------------------------
  Counterparty                 X            X            X             X            X            X              X             X
------------------------------------------------------------------------------------------------------------------------------------
  Credit                                                 X
------------------------------------------------------------------------------------------------------------------------------------
  Currency Rate                X
------------------------------------------------------------------------------------------------------------------------------------
  Foreign Securities                        X                          X                         X              X             X
------------------------------------------------------------------------------------------------------------------------------------
  Interest Rate                                          X
------------------------------------------------------------------------------------------------------------------------------------
  Leverage                     X            X                          X                         X              X             X
------------------------------------------------------------------------------------------------------------------------------------
  Small Company
------------------------------------------------------------------------------------------------------------------------------------
  Volatility                   X                                                    X
------------------------------------------------------------------------------------------------------------------------------------

FIXED INCOME FUNDS AND THE MONEY MARKET FUND

In addition to the Principal Investment Strategies and Related Risks, each of the Fixed Income Funds may engage in additional investment techniques that present additional risks to a fund as indicated in the chart below. Each risk is described in the Risks Related to Principal Investment Strategies section starting on page 46, except Market Risk, which may be found on page 22. Many of the additional investment techniques that a fund may use are more fully described in the Trust's Statement of Additional Information.

------------------------------------------------------------------------------------------------------------------------------------
                                                             INTERMEDIATE
                                                              GOVERNMENT     INTERMEDIATE      SHORT/      TAX-EXEMPT
                                                HIGH YIELD       BOND         TAX-EXEMPT    INTERMEDIATE      BOND         MONEY
  RISKS                             BOND FUND    BOND FUND       FUND         BOND FUND      BOND FUND        FUND       MARKET FUND
------------------------------------------------------------------------------------------------------------------------------------
  Counterparty                          X           X              X              X               X             X
------------------------------------------------------------------------------------------------------------------------------------
  Foreign Securities                    X                          X
------------------------------------------------------------------------------------------------------------------------------------
  Leverage                              X                          X
------------------------------------------------------------------------------------------------------------------------------------
  Long-Term Maturities/Durations                                   X
------------------------------------------------------------------------------------------------------------------------------------
  Market                                X           X              X              X               X             X
------------------------------------------------------------------------------------------------------------------------------------
  Municipal Market                      X                                                                                    X
------------------------------------------------------------------------------------------------------------------------------------

62 Phoenix Insight Funds Trust


MANAGEMENT OF THE FUNDS

THE ADVISER

Phoenix Investment Counsel, Inc. (Phoenix) is the investment adviser to each fund in the Phoenix Insight Funds Trust and is located at 56 Prospect Street, Hartford, CT 06115. Phoenix acts as the investment adviser for over 60 mutual funds and as adviser to institutional clients. Phoenix has acted as an investment adviser for over 70 years. As of December 31, 2006, Phoenix had approximately $28.7 billion in assets under management.

Subject to the direction of the funds' Board of Trustees, Phoenix is responsible for managing each fund's investment program, and for the general operations of the funds, including oversight of each fund's subadviser. Each fund's subadviser manages the investments of that fund. In the case of all of the funds other than the Bond Fund, High Yield Bond Fund and Emerging Markets Fund, Phoenix has appointed and oversees the activities of Harris Investment Management, Inc. ("Harris") as the investment subadviser for each of the funds. Prior to May 18, 2006, Harris was each fund's investment adviser. In the case of the Bond Fund and High Yield Bond Fund, Phoenix has appointed and oversees the activities of SCM Advisors LLC (formerly Seneca Capital Management LLC), ("SCM Advisors") as the investment subadviser. In the case of the Emerging Markets Fund, Phoenix has appointed and oversees the activities of Vontobel Asset Management, Inc., ("Vontobel") as the investment subadviser.

The funds each separately pay Phoenix a monthly investment management fee that is accrued daily against the value of the fund's net assets at the following rates:

MANAGEMENT FEES

Balanced Fund                                                0.50%
--------------------------------------------- ----------------------------------
Core Equity Fund                                             0.70%
--------------------------------------------- ----------------------------------
Emerging Markets Fund                                        1.00%
--------------------------------------------- ----------------------------------
Equity Fund                                                  0.70%
--------------------------------------------- ----------------------------------
Index Fund                                                   0.20%
--------------------------------------------- ----------------------------------
Small-Cap Growth Fund                                        0.75%
--------------------------------------------- ----------------------------------
Small-Cap Opportunity Fund                                   0.75%
--------------------------------------------- ----------------------------------
Small-Cap Value Fund                                         0.70%
--------------------------------------------- ----------------------------------
Bond Fund                                                    0.50%
--------------------------------------------- ----------------------------------
High Yield Bond Fund                                         0.45%
--------------------------------------------- ----------------------------------
Intermediate Government Bond Fund                            0.45%
--------------------------------------------- ----------------------------------
Intermediate Tax-Exempt Bond Fund                            0.45%
--------------------------------------------- ----------------------------------
Short/Intermediate Bond Fund                                 0.55%
--------------------------------------------- ----------------------------------
Tax-Exempt Bond Fund                                         0.45%
--------------------------------------------------------------------------------

Phoenix Insight Funds Trust 63


The Government Money Market Fund, Money Market Fund and Tax-Exempt Money Market Fund each pay Phoenix an investment management fee at the annual rate of 0.14% of the fund's first $100 million of net assets, plus 0.10% of the fund's remaining net assets.

During the last fiscal year, the funds paid total management fees as follows:
Balanced Fund - $427,260; Core Equity Fund - $1,066,166; Emerging Markets Fund - $3,198,679; Equity Fund - $2,089,600; Index Fund - $160,981; Small-Cap Growth Fund - $176,747; Small-Cap Opportunity Fund - $4,192,604; Small-Cap Value Fund - $3,191,683; Bond Fund - $1,017,226; High Yield Bond Fund - $332,152; Intermediate Government Bond Fund - $115,953; Intermediate Tax-Exempt Bond Fund - $1,081,603; Short/Intermediate Bond Fund - $1,574,359; Tax-Exempt Bond Fund - $529,990; Government Money Market Fund - $569,172; Money Market Fund - $5,000,450; and Tax-Exempt Money Market Fund - $1,334,217.

THE SUBADVISERS

Harris is the subadviser to all of the funds, except Emerging Markets Fund, Bond Fund and High Yield Bond Fund, and is located at 190 South LaSalle Street, 4th Floor, P.O. Box 755, Chicago, IL 60603. Harris has been an investment adviser since 1989. Harris is a wholly-owned subsidiary of Harris Bankcorp, Inc. Harris Bankcorp, Inc. is a wholly-owned subsidiary of Harris Financial Corp., which is a wholly-owned subsidiary of Bank of Montreal, a publicly-traded Canadian banking institution. As of December 31, 2006, Harris had approximately $16.4 billion in assets under management.

Vontobel (formerly named Vontobel USA Inc.) is the subadviser to the Emerging Markets Fund and is located at 450 Park Avenue, New York, NY 10022. Vontobel is a wholly-owned and controlled subsidiary of Vontobel Holding AG, a Swiss bank holding company, having its registered offices in Zurich, Switzerland. In addition to U.S. registered investment companies, Vontobel also acts as the adviser to five series of a Luxembourg investment fund that accepts investments from non-U.S. investors only and that was organized by an affiliate of Vontobel. Vontobel has provided investment advisory services to mutual fund clients since 1990. As of December 31, 2006, Vontobel managed in excess of $7 billion.

SCM Advisors is the subadviser to the Bond Fund and High Yield Bond Fund and is located at 909 Montgomery Street, San Francisco, CA 94133. SCM Advisors acts as subadviser to six mutual funds and as investment adviser to institutions and individuals. As of December 31, 2006, SCM Advisors had approximately $11.2 billion in assets under management. SCM Advisors has been an investment adviser since 1989.

Phoenix pays Harris a subadvisory fee payable on the fund's average daily net assets at the following rates:

--------------------------------------------------------------------------------
 Balanced Fund                                               0.28%
 -------------------------------------------- ----------------------------------
 Core Equity Fund                                            0.38%
 -------------------------------------------- ----------------------------------
 Equity Fund                                                 0.38%
 -------------------------------------------- ----------------------------------
 Index Fund                                                  0.13%
 -------------------------------------------------------------------------------

64 Phoenix Insight Funds Trust


-----------------------------------------------------------------------------------------------------------------------------------
Small-Cap Growth Fund                                                                 0.405%
-------------------------------------------------------------- --------------------------------------------------------------------
Small-Cap Opportunity Fund                                                            0.405%
-------------------------------------------------------------- --------------------------------------------------------------------
Small-Cap Value Fund                                                                  0.38%
-------------------------------------------------------------- --------------------------------------------------------------------
Intermediate Government Bond Fund                                                     0.255%
-------------------------------------------------------------- --------------------------------------------------------------------
Intermediate Tax-Exempt Bond Fund                                                     0.255%
-------------------------------------------------------------- --------------------------------------------------------------------
Short/Intermediate Bond Fund                                                          0.305%
-------------------------------------------------------------- --------------------------------------------------------------------
Tax-Exempt Bond Fund                                                                  0.255%
-----------------------------------------------------------------------------------------------------------------------------------

With respect to the Government Money Market Fund, Money Market Fund and Tax-Exempt Money Market Fund, Phoenix pays Harris a subadvisory fee at the annual rate of 0.07% of each fund's first $100 million of net assets, plus 0.05% of the fund's remaining net assets.

For each fund, the subadvisory fee payable to Harris will be reduced by 50% of any reimbursements or waivers by Phoenix.

Phoenix pays Vontobel a subadvisory fee at the following rates:

-----------------------------------------------------------------------------------------------------------------------------------
                                                       First $200 million                        Net assets over $200 million
------------------------------------------ -------------------------------------------- -------------------------------------------
Emerging Markets Fund                                         0.50%                                          0.45%
-----------------------------------------------------------------------------------------------------------------------------------

Phoenix pays SCM Advisors a subadvisory fee of the average daily net assets at the following rates:

------------------------------------------------------------------------- ----------------------------------------------------------
Bond Fund                                                                                        0.25%
------------------------------------------------------------------------- ----------------------------------------------------------
High Yield Bond Fund                                                                             0.225%
------------------------------------------------------------------------- ----------------------------------------------------------

A discussion regarding the basis for the Board of Trustees approving the investment advisory agreement with Phoenix and the subadvisory agreements with Harris, Vontobel and SCM Advisors is available in the funds' semiannual report covering the period from January 1, 2006 through June 30, 2006.

PORTFOLIO MANAGERS OF THE PHOENIX INSIGHT EQUITY FUNDS

BALANCED FUND

C. THOMAS JOHNSON, CFA, Senior Partner, Head of Equities and Portfolio Manager (Harris) Mr. Johnson joined Harris in 1990. He has served as manager of the fund since it commenced operations in 1997 and has 37 years of experience in portfolio management.

LAURA ALTER, Senior Partner, Head of Fixed Income and Portfolio Manager (Harris) Prior to joining Harris in 1994, Ms. Alter served as portfolio manager for a major mutual fund investment management firm. She has 22 years of experience in the fixed-income investment area and has served as a manager of the fund since 2005. Ms. Alter is also a manager of the Intermediate Government Bond Fund, the Intermediate Tax-Exempt Bond Fund, the Short/Intermediate Bond Fund and the Tax-Exempt Bond Fund.

Phoenix Insight Funds Trust 65


DANIEL L. SIDO, Senior Partner and Portfolio Manager (Harris) Prior to joining Harris in 1994, Mr. Sido served as portfolio manager for a trust company, managing equity and fixed income portfolios. He has over 23 years of investment management experience and was appointed as a manager of the fund in May 2006. Mr. Sido is also a manager of the Core Equity Fund, the Equity Fund and the Index Fund.

MAUREEN SVAGERA, CFA, Senior Partner and Portfolio Manager (Harris) Prior to joining Harris in 1994, Ms. Svagera was Principal/Vice President at an investment management firm where she focused on the mortgage- and asset-backed securities markets. She has 24 years of experience in the fixed-income market and was appointed as a manager of the fund in May 2006. Ms. Svagera is also a manager of the Intermediate Government Bond Fund and the Short/Intermediate Bond Fund.

CORE EQUITY FUND

MARK WIMER, CFA, Principal and Portfolio Manager (Harris) Prior to joining Harris in 2006, Mr. Wimer over the previous five years was Director of Quantitative Research at an investment management firm and also worked in investment model development, consulting, sales and marketing and risk analysis for a full service financial services firm. He has 12 years of total investment management experience and was appointed as a manager of the fund in May 2006. Mr. Wimer is also a manager of the Equity Fund and the Index Fund.

T. ANDREW JANES, J.D., CFA, Partner and Portfolio Manager (Harris) Mr. Janes joined Harris in 1999. He has served as a manager of the fund since then and has 21 years of portfolio management, investment research and trust administration experience. Mr. Janes is also a manager of the Equity Fund.

DANIEL L. SIDO, Senior Partner and Portfolio Manager (Harris) Mr. Sido was appointed as a manager of the fund in 2005. See information for the Balanced Fund.

EMERGING MARKETS FUND

RAJIV JAIN, Managing Director and Senior Vice President (Vontobel) Mr. Jain is a Senior Portfolio Manager in the International Equity Group and has 18 years of investment management experience. Mr. Jain joined Vontobel Asset Management, Inc. in 1994. Before joining Vontobel he held a portfolio management position at Swiss Bank Corporation. Mr. Jain was appointed as a manager of the fund in May 2006.

EQUITY FUND

DANIEL L. SIDO, Senior Partner and Portfolio Manager (Harris) Mr. Sido has served as a manager of the fund since 2003. See information for the Balanced Fund.

T. ANDREW JANES, J.D., CFA, Partner and Portfolio Manager (Harris) Mr. Janes has served as a manager of the fund since 2005. See information for the Core Equity Fund.

66 Phoenix Insight Funds Trust


MARK WIMER, CFA, Principal and Portfolio Manager (Harris) Mr. Wimer was appointed as a manager of the fund in May 2006. See information for the Core Equity Fund.

INDEX FUND

MARK WIMER, CFA, Principal and Portfolio Manager (Harris) Mr. Wimer was appointed as a manager of the fund in May 2006. See information for the Core Equity Fund.

DANIEL L. SIDO, Senior Partner and Portfolio Manager (Harris) Mr. Sido has served as a manager of the fund since 2004. See information for the Balanced Fund.

SMALL-CAP GROWTH FUND

JASON BULINSKI, Principal and Portfolio Manager (Harris) Prior to joining Harris in 2003, Mr. Bulinski was a credit associate for a large banking institution from 2001 to 2003 and served as co-manager of an endowment fund for a university from 2002 to 2004. He has five years of investment management experience and was appointed as a manager of the fund in May 2006. Mr. Bulinski is also a manager of the Small-Cap Opportunity Fund and the Small-Cap Value Fund.

THOMAS P. LETTENBERGER, CFA, Principal and Portfolio Manager (Harris) Prior to joining Harris in 2005, Mr. Lettenberger was a portfolio manager at an asset management firm from 2000 to 2005 with responsibility for institutional and mutual fund accounts. He has nine years of investment management experience and was appointed as a manager of the fund in May 2006. Mr. Lettenberger is also a manager of the Small-Cap Opportunity Fund and the Small-Cap Value Fund.

TODD SANDERS, CFA, Principal, Portfolio Manager (Harris) Prior to joining Harris in 2006, Mr. Sanders was a portfolio manager for an investment management firm from 1998 to 2006. He has a total of 15 years of industry experience, including portfolio management and quantitative analysis, and was appointed as a manager of the fund in May 2006. Mr. Sanders is also a manager of the Small-Cap Opportunity Fund and the Small-Cap Value Fund.

SMALL-CAP OPPORTUNITY FUND

TODD SANDERS, CFA, Principal, Portfolio Manager (Harris) Mr. Sanders was appointed as a manager of the fund in May 2006. See information for the Small-Cap Growth Fund.

THOMAS P. LETTENBERGER, CFA, Principal and Portfolio Manager (Harris) Mr. Lettenberger was appointed as a manager of the fund in May 2006. See information for the Small-Cap Growth Fund.

JASON BULINSKI, Principal and Portfolio Manager (Harris) Mr. Bulinski was appointed as a manager of the fund in May 2006. See information for the Small-Cap Growth Fund.

Phoenix Insight Funds Trust 67


SMALL-CAP VALUE FUND

Thomas P. Lettenberger, CFA, Principal and Portfolio Manager (Harris) Mr. Lettenberger was appointed as a manager of the fund in May 2006. See information for the Small-Cap Growth Fund.

JASON BULINSKI, Principal and Portfolio Manager (Harris) Mr. Bulinski was appointed as a manager of the fund in May 2006. See information for Small-Cap Growth Fund.

TODD SANDERS, CFA, Principal, Portfolio Manager (Harris) Mr. Sanders was appointed as a manager of the fund in May 2006. See information for the Small-Cap Growth Fund.

PORTFOLIO MANAGERS OF THE PHOENIX INSIGHT FIXED INCOME FUNDS

BOND FUND

ALBERT GUTIERREZ, Fixed Income Chief Investment Officer, Executive Committee, Chair (SCM Advisors) Prior to joining SCM Advisors in 2002, Mr. Gutierrez headed the portfolio management, trading and investment systems at American General Investment Management from 2000 to 2002, and served in a similar capacity for twelve years at Conseco Capital Management. Mr. Gutierrez was appointed as a manager of the fund in May 2006. He is also a manager of the High Yield Bond Fund.

AL ALAIMO, Fixed Income Portfolio Manager & Director of Research (SCM Advisors) Prior to joining SCM Advisors in 2001, Mr. Alaimo was Managing Director of Banc of America Securities LLC. Mr. Alaimo was appointed as a manager of the fund in May 2006. He is also a manager of the High Yield Bond Fund.

ROBERT L. BISHOP, Fixed Income Portfolio Manager and Trader (SCM Advisors) Prior to joining SCM Advisors in 2002, Mr. Bishop was in Corporate Bond Sales with Merrill Lynch from 1989 to 2002. He has 27 years of investment experience and was appointed as a manager of the fund in May 2006.

ANDREW S. CHOW, Fixed Income Portfolio Manager and Analyst (SCM Advisors) Prior to joining SCM Advisors in 2002, Mr. Chow was a portfolio manager for a sizeable and highly ranked convertible bond fund at ING Pilgrim from 2000 to 2002. Mr. Chow was appointed as a manager of the fund in May 2006.

HIGH YIELD BOND FUND

ALBERT GUTIERREZ, Fixed Income CIO, Executive Committee, Chair ( SCM Advisors) Mr. Gutierrez was appointed as a manager of the fund in May 2006. See information for the Bond Fund.

AL ALAIMO, Fixed Income Portfolio Manager & Director of Research ( SCM Advisors) Mr. Alaimo was appointed as a manager of the fund in May 2006. See information for the Bond Fund.

68 Phoenix Insight Funds Trust


INTERMEDIATE GOVERNMENT BOND FUND

MAUREEN SVAGERA, CFA, Senior Partner and Portfolio Manager (Harris) Ms. Svagera has served as a manager of the fund since 1997. See information for the Balanced Fund.

LAURA ALTER, Senior Partner, Head of Fixed Income and Portfolio Manager (Harris) Ms. Alter has served as a manager of the fund since 2005. See information for the Balanced Fund.

CAROL H. LYONS, Partner and Portfolio Manager (Harris) Ms. Lyons joined Harris in 1995. She was appointed a manager of the fund in May 2006 and has 27 years of fixed income portfolio management and sales experience. Ms. Lyons is also a manager of the Short/Intermediate Bond Fund.

INTERMEDIATE TAX-EXEMPT BOND FUND

GEORGE W. SELBY, CPA, Partner and Portfolio Manager (Harris) Prior to joining Harris in 1998, Mr. Selby served as Executive Director of Municipal Bond Sales for a brokerage firm. He has 24 years of municipal bond sales experience and has served as a manager of the fund since 1998. Mr. Selby is also a manager of the Tax-Exempt Bond Fund.

KIMBERLY J. KEYWELL, Principal and Portfolio Manager (Harris) Prior to joining Harris in 1995, Ms. Keywell served as an Associate Portfolio Manager for the trust department of a large banking institution. She has 15 years of investment management experience and has served as a manager of the fund since 2005. Ms. Keywell is also a manager of the Tax-Exempt Bond Fund, the Government Money Market Fund, the Money Market Fund and the Tax-Exempt Money Market Fund.

LAURA ALTER, Senior Partner, Head of Fixed Income and Portfolio Manager (Harris) Ms. Alter was appointed as a manager of the fund in May 2006. See information for the Balanced Fund.

SHORT/INTERMEDIATE BOND FUND

LAURA ALTER, Senior Partner, Head of Fixed Income and Portfolio Manager (Harris) Ms. Alter has served as a manager of the fund since 1994. See information for the Balanced Fund.

MAUREEN SVAGERA, CFA, Senior Partner and Portfolio Manager (Harris) Ms. Svagera has served as a manager of the fund since 1996. See information for the Balanced Fund.

Carol H. Lyons, Partner and Portfolio Manager (Harris) Ms. Lyons has served as a manager of the fund since 2005. See information for the Intermediate Government Bond Fund.

TAX-EXEMPT BOND FUND

GEORGE W. SELBY, CPA, Partner and Portfolio Manager (Harris) Mr. Selby has served as a manager of the fund since 1998. See information for the Intermediate Tax-Exempt Bond Fund.

Phoenix Insight Funds Trust 69


KIMBERLY J. KEYWELL, Principal and Portfolio Manager (Harris) Ms. Keywell has served as a manager of the fund since 2005. See information for the Intermediate Tax-Exempt Bond Fund.

LAURA ALTER, Senior Partner, Head of Fixed Income and Portfolio Manager (Harris) Ms. Alter was appointed as a manager of the fund in May 2006. See information for the Balanced Fund.

PORTFOLIO MANAGERS OF THE PHOENIX INSIGHT MONEY MARKET FUNDS

GOVERNMENT MONEY MARKET FUND

PETER J. ARTS, Principal, Head of Cash Management and Portfolio Manager (Harris) Mr. Arts joined Harris in 1995. He has 13 years of investment management experience and has served as a manager of the fund since 2004. Mr. Arts is also a manager of the Money Market Fund and the Tax-Exempt Money Market Fund.

BOYD R. EAGER, Principal and Portfolio Manager (Harris) Mr. Eager joined Harris in 1996. He has 11 years of investment management experience and has served as a manager of the fund since 2004. Mr. Eager is also a manager of the Money Market Fund and the Tax-Exempt Money Market Fund.

KIMBERLY J. KEYWELL, Principal and Portfolio Manager (Harris) Ms. Keywell was appointed as a manager of the fund in May 2006. See information for the Intermediate Tax-Exempt Bond Fund.

MONEY MARKET FUND

PETER J. ARTS, Principal, Head of Cash Management and Portfolio Manager (Harris) Mr. Arts has served as a manager of the fund since 2004. See information for the Government Money Market Fund.

BOYD R. EAGER, Principal and Portfolio Manager (Harris) Mr. Eager has served as a manager of the fund since 2004. See information for the Government Money Market Fund.

KIMBERLY J. KEYWELL, Principal and Portfolio Manager (Harris) Ms. Keywell was appointed as a manager of the fund in 2006. See information for the Intermediate Tax-Exempt Bond Fund.

TAX-EXEMPT MONEY MARKET FUND

KIMBERLY J. KEYWELL, Principal and Portfolio Manager (Harris) Ms. Keywell has served as a manager of the fund since 1998. See information for the Intermediate Tax-Exempt Bond Fund.

PETER J. ARTS, Principal, Head of Cash Management and Portfolio Manager (Harris) Mr. Arts has served as a manager of the fund since 2004. See information for the Government Money Market Fund.

70 Phoenix Insight Funds Trust


BOYD R. EAGER, Principal and Portfolio Manager (Harris) Mr. Eager was appointed as a manager of the fund in May 2006. See information for the Government Money Market Fund.

Please refer to the Statement of Additional Information for additional information about each fund's Portfolio Managers including the structure of and method of computing compensation, other accounts they manage and their ownership of shares of the funds.

PRICING OF FUND SHARES

HOW IS THE SHARE PRICE DETERMINED?

Each fund calculates a share price for each class of its shares. The share price for each class is based on the net assets of the fund and the number of outstanding shares of that class. In general, each fund calculates a share price for each class by:

o adding the values of all securities and other assets of the fund;

o subtracting liabilities; and

o dividing the result by the total number of outstanding shares of that class.

Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded, or, if no closing price is available, at the last bid price. Debt securities (other than short-term investments) are valued on the basis of broker quotations or valuations provided by a pricing service, which in determining value utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Securities held in the Money Market Funds are valued at amortized cost. As required, some securities and assets are valued at fair value as determined in good faith by, or under the direction of, the Board of Trustees. Other assets, such as accrued interest, accrued dividends and cash are also included in determining a fund's net asset value.

Liabilities: Accrued liabilities for class specific expenses (if any), distribution fees, service fees and other liabilities are deducted from the assets of each class. Accrued expenses and liabilities that are not class specific (such as management fees) are allocated to each class in proportion to each class's net assets except where an alternative allocation can be more appropriately made.

Net Asset Value: The liabilities allocated to a class are deducted from the proportionate interest of such class in the assets of the applicable fund. The resulting amount for each class is then divided by the number of shares outstanding of that class to produce each class's net asset value per share.

Phoenix Insight Funds Trust 71


For Non-Money Market Funds, the net asset value per share of each class of each fund is determined as of the close of trading (normally 4:00 PM eastern time) on days when the New York Stock Exchange (the "NYSE") is open for trading. A Non-Money Market Fund will not calculate its net asset value per share class on days when the NYSE is closed for trading. For Money Market Funds, the net asset value of each class of each fund is determined as of the times indicated below on each business day, except on those days the Securities Industry and Financial Markets Association (formerly, the Bond Market Association) ("SIFMA") recommends that the U.S. bond market remains closed.

-------------------------------------------------------------------------------
  Government Money Market Fund          4:30 PM eastern time
---------------------------------- --------------------------------------------
  Money Market Fund                     12:00 Noon and 4:30 PM eastern time
---------------------------------- --------------------------------------------
  Tax-Exempt Money Market Fund          12:00 Noon eastern time
-------------------------------------------------------------------------------

The Money Market Funds may price their shares at an earlier time if an early close is recommended by SIFMA. A Money Market Fund will not calculate its net asset value per share class on days SIFMA has recommended that the U.S. bond market remains closed.

HOW ARE SECURITIES FAIR VALUED?

If market quotations are not readily available or where available prices are not reliable, the funds determine a "fair value" for an investment according to policies and procedures approved by the Board of Trustees. The types of assets for which such pricing might be required include (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the adviser/subadviser, reflect the security's market value; (vii) foreign securities subject to trading collars for which no or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of "significant" events. This list is not inclusive of all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.

The value of any portfolio security held by a fund for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the security's "fair value" on the valuation date (i.e., the amount that the fund might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold (e.g., the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services;
(iv) an analysis of the issuer's financial statements; (v) trading volumes on markets, exchanges or among dealers; (vi) recent news about the security or issuer; (vii) changes in interest rates; (viii) information obtained from the issuer, analysts, other financial

72 Phoenix Insight Funds Trust


institutions and/or the appropriate stock exchange (for exchange traded securities); (ix) whether two or more dealers with whom the adviser/subadviser regularly effects trades are willing to purchase or sell the security at comparable prices; (x) other news events or relevant matters; and (xi) government (domestic or foreign) actions or pronouncements; and (xii) the value of other relevant financial instruments, including derivative securities, traded on other markets or among dealers.

Certain foreign common stocks may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that the fund calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In such cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis. The value of a security, as determined using the fund's fair valuation procedures, may not reflect such security's market value.

AT WHAT PRICE ARE SHARES PURCHASED?

For Non-Money Market Funds, all investments received by the funds' authorized agents prior to the close of regular trading on the NYSE (normally 4:00 PM eastern time) will be executed based on that day's net asset value. For Money Market Funds, investments received will be executed based on the next-determined net asset value. Shares credited to your account from the reinvestment of fund distributions will be in full and fractional shares that are purchased at the next-determined net asset value following the dividend record date.

SALES CHARGES

WHAT ARE THE CLASSES AND HOW DO THEY DIFFER?

This Prospectus contains information for Class A Shares and Class C Shares. Prior to June 26, 2006 Class A Shares of the Index Fund and the Money Market Funds were named Class N Shares. For all other funds offering Class N Shares, on June 26, 2006 Class N Shares were converted to Class A Shares. All Non-Money Market Funds offer Class A Shares and Class C Shares, except the Index Fund and the Intermediate Government Bond Fund, which offer only Class A Shares. The Money Market Funds offer only Class A Shares. Each class has different sales and distribution charges. (See "Fund Fees and Expenses" previously in this prospectus.) The Equity Funds and Fixed Income Funds have adopted distribution and service plans allowed under Rule 12b-1 of the Investment Company Act of 1940 as amended ("the 1940 Act"), that authorize the funds to pay distribution and service fees for the sale of their shares

Phoenix Insight Funds Trust 73


and for services provided to shareholders. The Money Market Funds have adopted shareholder servicing plans in addition to the distribution and service plans allowed under Rule 12b-1.

WHAT ARRANGEMENT IS BEST FOR YOU?

The different classes of shares permit you to choose the method of purchasing shares that is most beneficial to you. In choosing a class of shares, consider the amount of your investment, the length of time you expect to hold the shares, whether you decide to receive distributions in cash or to reinvest them in additional shares, and any other personal circumstances. Depending upon these considerations, the accumulated distribution and service fees and contingent deferred sales charges of one class of shares may be more or less than the initial sales charge and accumulated distribution and service fees of another class of shares bought at the same time. Because distribution and service fees are paid out of a fund's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

Your financial representative should recommend only those arrangements that are suitable for you based on known information. In certain instances, you may be entitled to a reduction or waiver of sales charges. For instance, you may be entitled to a sales charge discount on Class A Shares if you purchase more than certain breakpoint amounts. You should inform or inquire of your financial representative whether or not you may be entitled to a sales charge discount attributable to your total holdings in a fund or affiliated funds. To determine eligibility for a sales charge discount, you may aggregate all of your accounts (including joint accounts, IRAs, non-IRAs, etc.) and those of your spouse and minor children. The financial representative may request you to provide an account statement or other holdings information to determine your eligibility for a breakpoint and to make certain all involved parties have the necessary data. Additional information about the classes of shares offered, sales charges, breakpoints and discounts follows in this section and also may be found in the Statement of Additional Information in the section entitled "How to Buy Shares." This information is available free of charge, and in a clear and prominent format, at the Individual Investors section of the Phoenix Funds' Web sites at PhoenixFunds.com or PhoenixInvestments.com. Please be sure that you fully understand these choices before investing. If you or your financial representative require additional assistance, you may also contact Mutual Fund Services by calling toll-free (800) 243-1574.

INITIAL SALES CHARGE ALTERNATIVE--CLASS A SHARES

The public offering price of Class A Shares of Non-Money Market Funds is the net asset value plus a sales charge that varies depending on the size of your purchase. (See "Class A Shares--Reduced Initial Sales Charges" in the Statement of Additional Information.) Shares purchased based on the automatic reinvestment of income dividends or capital gain distributions are not subject to any sales charges. The sales charge is divided between your investment dealer and the funds' underwriter (Phoenix Equity Planning Corporation, "PEPCO" or "Distributor").

74 Phoenix Insight Funds Trust


SALES CHARGES YOU MAY PAY TO PURCHASE CLASS A SHARES

EQUITY FUNDS

                                                                                               SALES CHARGE AS
                                                                                               A PERCENTAGE OF
AMOUNT OF                                                             --------------------------------------------------------------
TRANSACTION                                                                   OFFERING                             NET AMOUNT
AT OFFERING PRICE                                                               PRICE                              INVESTED
-------------------------------------------------------------- ---------------------------------------------------------------------
Under $50,000                                                                   5.75%                                6.10%
$50,000 but under $100,000                                                      4.75                                 4.99
$100,000 but under $250,000                                                     3.75                                 3.90
$250,000 but under $500,000                                                     2.75                                 2.83
$500,000 but under $1,000,000                                                   2.00                                 2.04
$1,000,000 or more                                                              None                                 None

SALES CHARGES YOU MAY PAY TO PURCHASE CLASS A SHARES

FIXED INCOME FUNDS

                                                                                               SALES CHARGE AS
                                                                                               A PERCENTAGE OF
AMOUNT OF                                                             --------------------------------------------------------------
TRANSACTION                                                                   OFFERING                             NET AMOUNT
AT OFFERING PRICE                                                               PRICE                              INVESTED
-------------------------------------------------------------- ---------------------------------------------------------------------
Under $50,000                                                                   4.75%                                4.99%
$50,000 but under $100,000                                                      4.50                                 4.71
$100,000 but under $250,000                                                     3.50                                 3.63
$250,000 but under $500,000                                                     2.75                                 2.83
$500,000 but under $1,000,000                                                   2.00                                 2.04
$1,000,000 or more                                                              None                                 None

Currently, Class A Shares of the Money Market Funds are sold without any sales charge.

CLASS A SALES CHARGE REDUCTIONS AND WAIVERS

Investors may reduce or eliminate sales charges applicable to purchases of Class A Shares through utilization of Combination Purchase Privilege, Letter of Intent, Right of Accumulation, Purchase by Associations or the Account Reinstatement Privilege. These programs are summarized below and are described in greater detail in the Statement of Additional Information. Investors buying Class A Shares on which a finder's fee has been paid may incur a 1% deferred sales charge if they redeem their shares within one year of purchase.

Combination Purchase Privilege. Your purchase of any class of shares of these funds or any other Phoenix Fund (other than any Phoenix money market fund), if made at the same time by the same person, will be added together with any existing Phoenix Fund account values to determine whether the combined sum entitles you to an immediate reduction in sales charges. A "person" is defined in this and the following sections as: (a) any individual, their spouse and minor children purchasing shares for his or their own account (including an IRA account) including his or their own trust; (b) a trustee or other fiduciary purchasing for a single trust, estate or single fiduciary account (even though more than one beneficiary may exist); (c) multiple employer trusts or Section 403(b) plans for the same employer; (d) multiple accounts (up to 200) under a qualified employee benefit plan or administered by a third party administrator; or (e) trust companies, bank trust departments, registered investment advisers,

Phoenix Insight Funds Trust 75


and similar entities placing orders or providing administrative services with respect to accounts over which they exercise discretionary investment authority and which are held in a fiduciary, agency, custodial or similar capacity, provided all shares are held of record in the name, or nominee name, of the entity placing the order.

Letter of Intent. If you sign a Letter of Intent, your purchase of any class of shares of these funds or any other Phoenix Fund (other than any Phoenix money market fund), if made by the same person within a 13-month period, will be added together to determine whether you are entitled to an immediate reduction in sales charges. Sales charges are reduced based on the overall amount you indicate that you will buy under the Letter of Intent. The Letter of Intent is a mutually non-binding arrangement between you and the Distributor. Shares worth 5% of the amount of each purchase will be held in escrow (while remaining registered in your name) to secure payment of the higher sales charges applicable to the shares actually purchased in the event the full intended amount is not purchased.

Right of Accumulation. The value of your account(s) in any class of shares of these funds or any other Phoenix Fund (other than any Phoenix money market fund) if made over time by the same person, may be added together at the time of each purchase to determine whether the combined sum entitles you to a prospective reduction in sales charges. You must provide certain account information to the Distributor at the time of purchase to exercise this right.

Purchase by Associations. Certain groups or associations may be treated as a "person" and qualify for reduced Class A Share sales charges. The group or association must: (1) have been in existence for at least six months; (2) have a legitimate purpose other than to purchase mutual fund shares at a reduced sales charge; (3) work through an investment dealer; or (4) not be a group whose sole reason for existing is to consist of members who are credit card holders of a particular company, policyholders of an insurance company, customers of a bank or a broker-dealer or clients of an investment adviser.

Account Reinstatement Privilege. Subject to the funds' disruptive trading and market timing policies and procedures, for 180 days after you sell your Class A or Class C Shares on which you have previously paid a sales charge, you may purchase Class A Shares of any Phoenix Fund at net asset value, with no sales charge, by reinvesting all or part of your proceeds, but not more.

Sales at Net Asset Value. In addition to the programs summarized above, the funds may sell their Class A Shares at net asset value without an initial sales charge to certain types of accounts or account holders, including, but not limited to: trustees of the Phoenix Funds; directors, officers, employees and sales representatives of the adviser, subadviser (if any) or Distributor or a corporate affiliate of the adviser, subadviser or Distributor; private clients of an adviser or subadviser to any of the Phoenix Funds; registered representatives and employees of dealers with which the Distributor has sales agreements; and certain qualified employee benefit plans, endowment funds or foundations. Please see the Statement of Additional Information for more information about qualifying for purchases of Class A Shares at net asset value.

76 Phoenix Insight Funds Trust


DEFERRED SALES CHARGE ALTERNATIVE--CLASS C SHARES

Class C Shares of the funds are purchased without an initial sales charge; however, shares sold within a specified time period are subject to a declining CDSC at the rates listed below. The sales charge will be multiplied by the then current market value or the initial cost of the shares being redeemed, whichever is less. No sales charge will be imposed on increases in net asset value or on shares purchased through the reinvestment of income dividends or capital gain distributions. To minimize the sales charge, shares not subject to any charge will be redeemed first, followed by shares held the longest time. To calculate the number of shares owned and time period held, all Class C Shares are considered purchased on the trade date.

DEFERRED SALES CHARGE YOU MAY PAY TO SELL CLASS C SHARES

EQUITY FUNDS AND FIXED INCOME FUNDS

Year 1 2+

CDSC 1% 0%

COMPENSATION TO DEALERS

Dealers with whom the Distributor has entered into sales agreements receive a discount or commission on Class A Shares as described below.

EQUITY FUNDS

AMOUNT OF                                   SALES CHARGE AS A              SALES CHARGE AS A              DEALER DISCOUNT AS A
TRANSACTION                                   PERCENTAGE OF                  PERCENTAGE OF                   PERCENTAGE OF
AT OFFERING PRICE                             OFFERING PRICE                AMOUNT INVESTED                  OFFERING PRICE
-----------------------------------------------------------------------------------------------------------------------------------
Under $50,000                                      5.75%                         6.10%                            5.00%
$50,000 but under $100,000                         4.75                          4.99                             4.25
$100,000 but under $250,000                        3.75                          3.90                             3.25
$250,000 but under $500,000                        2.75                          2.83                             2.25
$500,000 but under $1,000,000                      2.00                          2.04                             1.75
$1,000,000 or more                                 None                          None                             None


FIXED INCOME FUNDS

AMOUNT OF                                   SALES CHARGE AS A              SALES CHARGE AS A              DEALER DISCOUNT AS A
TRANSACTION                                   PERCENTAGE OF                  PERCENTAGE OF                   PERCENTAGE OF
AT OFFERING PRICE                             OFFERING PRICE                AMOUNT INVESTED                  OFFERING PRICE
-----------------------------------------------------------------------------------------------------------------------------------
 Under $50,000                                     4.75%                         4.99%                            4.25%
 $50,000 but under $100,000                        4.50                          4.71                             4.00
 $100,000 but under $250,000                       3.50                          3.63                             3.00
 $250,000 but under $500,000                       2.75                          2.83                             2.25
 $500,000 but under $1,000,000                     2.00                          2.04                             1.75
 $1,000,000 or more                                None                          None                             None

In addition to the dealer discount on purchases of Class A Shares, the Distributor intends to pay investment dealers a sales commission of 1% of the sale price of Class C Shares sold by such dealers. (This sales commission will not be paid to dealers for sales of Class C Shares purchased by 401(k) participants of the Merrill Lynch Daily K Plan due to a waiver of the CDSC for these plan participants' purchases.) Your broker, dealer or financial advisor may also

Phoenix Insight Funds Trust 77


charge you additional commissions or fees for their services in selling shares to you provided they notify the Distributor of their intention to do so.

Dealers and other entities that enter into special arrangements with the Distributor may receive compensation for the sale and promotion of shares of these funds and/or for providing other shareholder services. Such fees are in addition to the sales commissions referenced above and may be based upon the amount of sales of fund shares by a dealer; the provision of assistance in marketing of fund shares; access to sales personnel and information dissemination services; provision of recordkeeping and administrative services to qualified employee benefit plans; and other criteria as established by the Distributor. Depending on the nature of the services, these fees may be paid either from the funds through distribution fees, service fees or transfer agent fees or, in some cases, the Distributor may pay certain fees from its own profits and resources. From its own profits and resources, the Distributor does intend to: (a) from time to time, pay special incentive and retention fees to qualified wholesalers, registered financial institutions and third party marketers; (b) pay broker-dealers a finder's fee in an amount equal to 1% of the first $3 million of Class A Share purchases by an account held in the name of a qualified employee benefit plan with at least 100 eligible employees, 0.50% on the next $3 million, plus 0.25% on the amount in excess of $6 million; and (c) excluding purchases as described in (b) above, pay broker-dealers an amount equal to 1.00% of the amount of Class A Shares sold from $1,000,000 to $3,000,000, 0.50% on amounts of $3,000,001 to $10,000,000 and 0.25% on amounts greater than $10,000,000. If part or all of such investment as described in (b) and (c) above, including investments by qualified employee benefit plans, is subsequently redeemed within one year, a 1% CDSC may apply, except for redemptions of shares purchased on which a finder's fee would have been paid where such investor's dealer of record, due to the nature of the investor's account, notifies the Distributor prior to the time of the investment that the dealer waives the finder's fee otherwise payable to the dealer, or agrees to receive such finder's fee ratably over a 12-month period. For purposes of determining the applicability of the CDSC, the one-year CDSC period begins on the last day of the month preceding the month in which the purchase was made. Any dealer who receives more than 90% of a sales charge may be deemed to be an "underwriter" under the Securities Act of 1933. PEPCO reserves the right to discontinue or alter such fee payment plans at any time.

From its own resources or pursuant to the distribution and shareholder servicing plans, and subject to the dealers' prior approval, the Distributor may provide additional compensation to registered representatives of dealers in the form of travel expenses, meals, and lodging associated with training and educational meetings sponsored by the Distributor. The Distributor may also provide gifts amounting in value to less than $100, and occasional meals or entertainment, to registered representatives of dealers. Any such travel expenses, meals, lodging, gifts or entertainment paid will not be preconditioned upon the registered representatives' or dealers' achievement of a sales target. The Distributor may, from time to time, reallow the entire portion of the sales charge on Class A Shares which it normally retains to individual selling dealers. However, such additional reallowance generally will be made only when the selling dealer commits to substantial marketing support such as internal wholesaling through dedicated personnel, internal communications and mass mailings.

78 Phoenix Insight Funds Trust


The Distributor has agreed to pay fees to certain distributors for preferred marketing opportunities. These arrangements may be viewed as creating a conflict of interest between these distributors and investors. Investors should make due inquiry of their selling agents to ensure that they are receiving the requisite point of sale disclosures and suitable recommendations free of any influence by reason of these arrangements.

YOUR ACCOUNT

OPENING AN ACCOUNT

Your financial advisor can assist you with your initial purchase as well as all phases of your investment program. If you are opening an account by yourself, please follow the instructions outlined below.

The funds have established the following preferred methods of payment for fund shares:

o Checks drawn on an account in the name of the investor and made payable to Phoenix Funds;

o Checks drawn on an account in the name of the investor's company or employer and made payable to Phoenix Funds; or

o Wire transfers or Automatic Clearing House (ACH) transfers from an account in the name of the investor, or the investor's company or employer.

Payment in other forms may be accepted at the discretion of the funds. Please specify the name(s) of the fund or funds in which you would like to invest on the check or transfer instructions. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. Accordingly, when you open an account, we will ask for your name, address, date of birth and other information that will allow us to identify you. We may check the information you provide against publicly available databases, information obtained from consumer reporting agencies, other financial institutions or other sources. If, after reasonable effort, we cannot verify your identity, we reserve the right to close the account and redeem the shares at net asset value next calculated after the decision is made by us to close the account.

STEP 1.

Your first choice will be the INITIAL amount you intend to invest.

Phoenix Insight Funds Trust 79


Minimum INITIAL investments:

o $25 for individual retirement accounts (IRAs), accounts that use the systematic exchange privilege or accounts that use the Systematic Purchase program. (See below for more information on the Systematic Purchase program.)

o There is no initial dollar requirement for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans. There is also no minimum for reinvesting dividends and capital gains into another account.

o $500 for all other accounts.

Minimum ADDITIONAL investments:

o $25 for any account.

o There is no minimum additional investment requirement for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans. There is also no minimum additional investment requirement for reinvesting dividends and capital gains into an existing account.

The funds reserve the right to refuse any purchase order for any reason.

STEP 2.

Your second choice will be what class of shares to buy. Class A Shares and Class C Shares are offered in this Prospectus. Each has different sales and distribution charges. Because all future investments in your account will be made in the share class you choose when you open your account, you should make your decision carefully. Your financial advisor can help you pick the share class that makes the most sense for your situation.

STEP 3.

Your next choice will be how you want to receive any dividends and capital gain distributions. Your options are:

o Receive both dividends and capital gain distributions in additional shares;

o Receive dividends in additional shares and capital gain distributions in cash;

o Receive dividends in cash and capital gain distributions in additional shares; or

o Receive both dividends and capital gain distributions in cash.

No interest will be paid on uncashed distribution checks.

80 Phoenix Insight Funds Trust


HOW TO BUY SHARES

----------------------------------------------- ------------------------------------------------------------------------------------

                                                TO OPEN AN ACCOUNT
----------------------------------------------- ------------------------------------------------------------------------------------
Through a financial advisor                     Contact your advisor. Some advisors may charge a fee and may set different minimum
                                                investments or limitations on buying shares.
----------------------------------------------- ------------------------------------------------------------------------------------

Through the mail                                Complete a New Account Application and send it with a check payable to the fund.
                                                Mail them to: State Street Bank, P.O. Box 8301, Boston, MA 02266-8301.
----------------------------------------------- ------------------------------------------------------------------------------------


Through express delivery                        Complete a New Account Application and send it with a check payable to the fund.
                                                Send them to: Boston Financial Data Services, Attn: Phoenix Funds, 30 Dan Road,
                                                Canton, MA 02021-2809.

----------------------------------------------- ------------------------------------------------------------------------------------

By Federal Funds wire                           Call us at (800) 243-1574 (press 1, then 0).
----------------------------------------------- ------------------------------------------------------------------------------------


By Systematic Purchase                          Complete the appropriate section on the application and send it with your initial
                                                investment payable to the fund. Mail them to: State Street Bank, P.O. Box 8301,
                                                Boston, MA 02266-8301.

----------------------------------------------- ------------------------------------------------------------------------------------

By telephone exchange                           Call us at (800) 243-1574 (press 1, then 0).
----------------------------------------------- ------------------------------------------------------------------------------------

The price at which a purchase is effected is based on the net asset value determined after receipt of a purchase order by the funds' Transfer Agent.

HOW TO SELL SHARES

You have the right to have the funds buy back shares at the net asset value next determined after receipt of a redemption order by the funds' Transfer Agent or an authorized agent. In the case of a Class C Share redemption, you will be subject to the applicable contingent deferred sales charge, if any, for such shares. Subject to certain restrictions, shares may be redeemed by telephone or in writing. In addition, shares may be sold through securities dealers, brokers or agents who may charge customary commissions or fees for their services. The funds do not charge any redemption fees. Payment for shares redeemed is made within seven days; however, redemption proceeds will not be disbursed until each check used for purchases of shares has been cleared for payment by your bank, which may take up to 15 days after receipt of the check. For the Money Market Funds, in the case of requests received by 12:00 Noon (eastern time), redemption proceeds generally will be sent by 2:30 PM (eastern time); in the case of requests received by 3:30 PM (eastern time), payment generally will be made by 5:00 PM (eastern time); and in the case of requests received after 3:30 PM (eastern time), payment generally will be made the next business day.

Phoenix Insight Funds Trust 81


------------------------------------------------------------------------------------------------------------------------------------
                                                TO SELL SHARES
----------------------------------------------- ------------------------------------------------------------------------------------
Through a financial advisor                     Contact your advisor. Some advisors may charge a fee and may set different minimums
                                                on redemptions of accounts.
----------------------------------------------- ------------------------------------------------------------------------------------

Through the mail                                Send a letter of instruction and any share certificates (if you hold certificate
                                                shares) to: State Street Bank, P.O. Box 8301, Boston, MA 02266-8301. Be sure to
                                                include the registered owner's name, fund and account number and number of shares
                                                or dollar value you wish to sell.
----------------------------------------------- ------------------------------------------------------------------------------------


Through express delivery                        Send a letter of instruction and any share certificates (if you hold certificate
                                                shares) to: Boston Financial Data Services, Attn: Phoenix Funds, 30 Dan Road,
                                                Canton, MA 02021-2809. Be sure to include the registered owner's name, fund and
                                                account number and number of shares or dollar value you wish to sell.

----------------------------------------------- ------------------------------------------------------------------------------------

By telephone                                    For sales up to $50,000, requests can be made by calling (800) 243-1574.
----------------------------------------------- ------------------------------------------------------------------------------------

By telephone exchange                           Call us at (800) 243-1574 (press 1, then 0).
------------------------------------------------------------------------------------------------------------------------------------

THINGS YOU SHOULD KNOW WHEN SELLING SHARES

You may realize a taxable gain or loss (for federal income tax purposes) if you redeem shares of the funds. Except for the Money Market Funds, each fund reserves the right to pay large redemptions "in-kind" (i.e., in securities owned by the fund) rather than in cash. Large redemptions are those that exceed $250,000 or 1% of the fund's net assets, whichever is less, over any 90-day period. Additional documentation will be required for redemptions by organizations, fiduciaries, or retirement plans, or if a redemption is requested by anyone but the shareholder(s) of record. Transfers between broker-dealer "street" accounts are governed by the accepting broker-dealer. Questions regarding this type of transfer should be directed to your financial advisor. Redemption requests will not be honored until all required documents, in proper form, have been received. To avoid delay in redemption or transfer, shareholders having questions about specific requirements should contact the funds' Transfer Agent at (800) 243-1574.

REDEMPTIONS BY MAIL

> If you are selling shares held individually, jointly, or as custodian under the Uniform Gifts to Minors Act or Uniform Transfers to Minors Act:

Send a clear letter of instruction if all of these apply:

o The proceeds do not exceed $50,000.

o The proceeds are payable to the registered owner at the address on record.

82 Phoenix Insight Funds Trust


Send a clear letter of instruction with a signature guarantee when any of these apply:

o You are selling more than $50,000 worth of shares.

o The name or address on the account has changed within the last 30 days.

o You want the proceeds to go to a different name or address than on the account.

> If you are selling shares held in a corporate or fiduciary account, please contact the funds' Transfer Agent at (800) 243-1574.

If required, the signature guarantee must be a STAMP 2000 Medallion guarantee and be made by an eligible guarantor institution as defined by the funds' Transfer Agent in accordance with its signature guarantee procedures. Guarantees using previous technology medallions will not be accepted. Currently, the Transfer Agent's signature guarantee procedures generally permit guarantees by banks, broker-dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations.

SELLING SHARES BY TELEPHONE

The Transfer Agent will use reasonable procedures to confirm that telephone instructions are genuine. Address and bank account information are verified, redemption instructions are taped, and all redemptions are confirmed in writing.

The individual investor bears the risk from instructions given by an unauthorized third party that the Transfer Agent reasonably believed to be genuine.

The Transfer Agent may modify or terminate the telephone redemption privilege at any time with 60 days notice to shareholders, except for instances of disruptive trading or market timing; in such cases, the telephone redemption privilege may be suspended immediately, followed by written notice. (See "Disruptive Trading and Market Timing" in this Prospectus.)

During times of drastic economic or market changes, telephone redemptions may be difficult to make or be temporarily suspended.

Phoenix Insight Funds Trust 83


ACCOUNT POLICIES

ACCOUNT REINSTATEMENT PRIVILEGE

Subject to the funds' disruptive trading and market timing policies and procedures, for 180 days after you sell your Class A Shares or Class C Shares on which you have previously paid a sales charge, you may purchase Class A Shares of any Phoenix Fund at net asset value, with no sales charge, by reinvesting all or part of your proceeds, but not more. Send your written request to State Street Bank, P.O. Box 8301, Boston, MA 02266-8301. You can call us at (800) 243-1574 for more information.

Please remember, a redemption and reinvestment are considered to be a sale and purchase for tax-reporting purposes. Class C shareholders who have had the contingent deferred sales charge waived because they are in the Systematic Withdrawal Program are not eligible for this reinstatement privilege.

REDEMPTION OF SMALL ACCOUNTS

Due to the high cost of maintaining small accounts, if your redemption activity causes your account balance to fall below $200, you may receive a notice requesting you to bring the balance up to $200 within 60 days. If you do not, the shares in the account will be sold at net asset value, and a check will be mailed to the address of record.

DISTRIBUTIONS OF SMALL AMOUNTS

Distributions in amounts less than $10 will automatically be reinvested in additional shares of the applicable fund.

UNCASHED CHECKS

If any correspondence sent by the fund is returned by the postal or other delivery service as "undeliverable," your dividends or any other distribution may be automatically reinvested in the fund.

If your distribution check is not cashed within six months, the distribution may be reinvested in the fund at the current net asset value. You will not receive any interest on uncashed distribution or redemption checks. This provision may not apply to certain retirement or qualified accounts.

EXCHANGE PRIVILEGES

You should read the prospectus of the Phoenix Fund(s) into which you want to make an exchange before deciding to make an exchange. You can obtain a prospectus from your financial advisor or by calling us at (800) 243-4361, or accessing our Web sites at PhoenixFunds.com or PhoenixInvestments.com.

84 Phoenix Insight Funds Trust


o You may exchange shares of one fund for the same class of shares of another Phoenix Fund; e.g., Class A Shares for Class A Shares. Class C Shares are also exchangeable for Class T Shares of those Phoenix Funds offering them. Exchange privileges may not be available for all Phoenix Funds and may be rejected or suspended.

o Exchanges may be made by telephone ((800) 243-1574) or by mail (State Street Bank, P.O. Box 8301, Boston, MA 02266-8301).

o The amount of the exchange must be equal to or greater than the minimum initial investment required.

o The exchange of shares is treated as a sale and a purchase for federal income tax purposes.

DISRUPTIVE TRADING AND MARKET TIMING

The Equity Funds and Fixed Income Funds are not suitable for market timers and market timers are discouraged from becoming investors. Your ability to make exchanges among funds is subject to modification if we determine, in our sole opinion, that your exercise of the exchange privilege may disadvantage or potentially harm the rights or interests of other shareholders.

Frequent purchases, redemptions and exchanges, programmed exchanges, exchanges into and then out of a fund in a short period of time, and exchanges of large amounts at one time may be indicative of market timing and otherwise disruptive trading ("Disruptive Trading") which can have risks and harmful effects for other shareholders. These risks and harmful effects include:

o dilution of the interests of long-term investors, if market timers or others exchange into a fund at prices that are below the true value or exchange out of a fund at prices that are higher than the true value;

o an adverse effect on portfolio management, as determined by portfolio management in its sole discretion, such as causing the fund to maintain a higher level of cash than would otherwise be the case, or causing the fund to liquidate investments prematurely; and

o reducing returns to long-term shareholders through increased brokerage and administrative expenses.

Additionally, the nature of the portfolio holdings of the Emerging Markets Fund may expose those funds to investors who engage in the type of market timing trading that seeks to take advantage of possible delays between the change in the value of a mutual fund's portfolio holdings and the reflection of the change in the net asset value of the fund's shares, sometimes referred to as "time-zone arbitrage." Arbitrage market timers seek to exploit possible delays between the change in the value of a mutual fund's portfolio holdings and the net asset value of the fund's shares in funds that hold significant investments in foreign securities because certain

Phoenix Insight Funds Trust 85


foreign markets close several hours ahead of the U.S. markets. If an arbitrageur is successful, the value of the fund's shares may be diluted if redeeming shareholders receive proceeds (and buying shareholders receive shares) based upon net asset values which do not reflect appropriate fair value prices.

In order to attempt to protect our shareholders from the potential harmful effects of Disruptive Trading, the funds' Board of Trustees has adopted market timing policies and procedures designed to discourage Disruptive Trading. The Board has adopted these policies and procedures as a preventive measure to protect all shareholders from the potential effects of Disruptive Trading, while also abiding by any rights that shareholders may have to make exchanges and provide reasonable and convenient methods of making exchanges that do not have the potential to harm other shareholders.

Excessive trading activity is measured by the number of roundtrip transactions in an account. A roundtrip transaction is one where a shareholder buys and then sells, or sells and then buys, shares of any fund within 30 days. Shareholders of the funds are limited to one roundtrip transaction within any rolling 30-day period. Roundtrip transactions are counted at the shareholder level. In considering a shareholder's trading activity, the funds may consider, among other factors, the shareholder's trading history both directly and, if known, through financial intermediaries, in the funds, in other funds within the Phoenix Funds complex, in non-Phoenix mutual funds or in accounts under common control or ownership. We do not include exchanges made pursuant to the dollar cost averaging or other similar programs when applying our market timing policies. Systematic withdrawal and/or contribution programs, mandatory retirement distributions, and transactions initiated by a plan sponsor also will not count towards the roundtrip limits. The funds may permit exchanges that they believe, in the exercise of their judgement, are not disruptive. The size of the fund and the size of the requested transaction may be considered when determining whether or not the transaction would be disruptive.

Shareholders holding shares for at least 30 days following investment will ordinarily be in compliance with the funds' policies regarding excessive trading. The funds may, however, take action if activity is deemed disruptive even if shares are held longer than 30 days, such as a request for a transaction of an unusually large size. The size of the fund and the size of the requested transaction may be considered when determining whether or not the transaction would be disruptive.

Under our market timing policies, we may modify your exchange privileges for some or all of the funds by not accepting an exchange request from you or from any person, asset allocation service, and/or market timing services made on your behalf. We may also limit the amount that may be exchanged into or out of any fund at any one time or could revoke your right to make Internet, telephone or facsimile exchanges. We may reinstate Internet, telephone and facsimile exchange privileges after they are revoked, but we will not reinstate these privileges if we have reason to believe that they might be used thereafter for Disruptive Trading.

86 Phoenix Insight Funds Trust


The funds currently do not charge exchange or redemption fees, or any other administrative charges on fund exchanges. The funds reserve the right to impose such fees and/or charges in the future.

Orders for the purchase of fund shares are subject to acceptance by the relevant fund. We reserve the right to reject, without prior notice, any exchange request into any fund if the purchase of shares in the corresponding fund is not accepted for any reason.

The funds do not have any arrangements with any person, organization or entity to permit frequent purchases and redemptions of fund shares.

We may, without prior notice, take whatever action we deem appropriate to comply with or take advantage of any state or federal regulatory requirement. The funds reserve the right to reject any purchase or exchange transaction at any time. If we reject a purchase or exchange for any reason, we will notify you of our decision in writing.

The funds cannot guarantee that their policies and procedures regarding market timing will be effective in detecting and deterring all Disruptive Trading.

RETIREMENT PLANS

Shares of the funds may be used as investments under the following qualified prototype retirement plans: traditional IRA, rollover IRA, SEP-IRA, SIMPLE IRA, Roth IRA, 401(k) plans, profit-sharing, money purchase plans, and 403(b) plans. For more information, call (800) 243-4361.

INVESTOR SERVICES AND OTHER INFORMATION

SYSTEMATIC PURCHASE is a systematic investment plan that allows you to have a specified amount automatically deducted from your checking or savings account and then deposited into your mutual fund account. Just complete the Systematic Purchase Section on the application and include a voided check.

SYSTEMATIC EXCHANGE allows you to automatically move money from one Phoenix Fund to another on a monthly, quarterly, semiannual or annual basis. Shares of one Phoenix Fund will be exchanged for shares of the same class of another Phoenix Fund at the interval you select. To sign up, just complete the Systematic Exchange Section on the application. Exchange privileges may not be available for all Phoenix Funds and may be rejected or suspended.

TELEPHONE EXCHANGE lets you exchange shares of one Phoenix Fund for the same class of shares in another Phoenix Fund, using our customer service telephone service. (See the "Telephone Exchange" section on the application.) Exchange privileges may not be available for all Phoenix Funds, and may be rejected or suspended.

Phoenix Insight Funds Trust 87


SYSTEMATIC WITHDRAWAL allows you to periodically redeem a portion of your account on a predetermined monthly, quarterly, semiannual or annual basis. Sufficient shares from your account will be redeemed at the closing net asset value on the applicable payment date, with proceeds to be mailed to you or sent through ACH to your bank (at your selection). For payments to be mailed, shares will be redeemed on the 15th of the month so that the payment is made about the 20th of the month. For ACH payments, you may select the day of the month for the payments to be made; if no date is specified, the payments will occur on the 15th of the month. The minimum withdrawal is $25, and minimum account balance requirements continue to apply. Shareholders in the program must own Phoenix Fund shares worth at least $5,000.

CHECKWRITING is available for Class A Shares of the Money Market Funds. If you are an investor in one of these funds and have completed the checkwriting portion of your application and signature card, you may redeem shares by writing a check against your account. When a check is presented to the Transfer Agent for payment, the fund's custodian will cause the fund to redeem a sufficient number of shares in your account to cover the amount of the check.

You will continue to earn income on your shares until the check is presented to the Transfer Agent for payment. The minimum check amount is $500.

This privilege is not available for IRAs, SEP-IRAs, 401(k), 403(b), Keogh and other retirement accounts.

The checkwriting privilege is subject to the customary rules and regulations governing checkwriting:

> For joint tenant accounts, each shareholder must sign each check, unless the shareholders have authorized fewer signatures and such election is on file with the fund's Transfer Agent.

> A sufficient number of shares is required to cover the amount of the check.
If you do not own enough shares to cover a check when presented, the check will be returned to the payee marked "insufficient funds".

> A check may be returned if it is for less than $500 or if the check would require the redemption of shares purchased by check or electronic funds transfer within the ten previous business days.

The funds and the custodian reserve the right to terminate or modify the checkwriting privilege or to impose a service fee in connection with the privilege.

Charges may be imposed for returned checks, stop-payment orders, copies of cancelled checks and other special services.

DISCLOSURE OF FUND HOLDINGS. The funds make available on the Phoenix Funds' Web sites, PhoenixFunds.com or PhoenixInvestments.com, information with respect to each fund's top 10 holdings and summary composition data derived from portfolio holdings information. This information is posted to the Web sites at the end of each month with respect to the top

88 Phoenix Insight Funds Trust


10 holdings, and at the end of each quarter with respect to summary composition information, generally within 10 business days. This information will remain available on the Web sites until full portfolio holdings information becomes publicly available. A full listing of each fund's portfolio holdings becomes publicly available (i) as of the end of its second and fourth fiscal quarters in shareholder reports, which are sent to all shareholders and are filed with the Securities and Exchange Commission ("SEC") on Form N-CSR, and (ii) at the end of its first and third fiscal quarters by filing with the SEC a Form N-Q. The funds' shareholder reports are available without charge on Phoenix's Web site at PhoenixFunds.com (also accessible at PhoenixInvestments.com). The funds' Form N-Q filings are available on the SEC's Internet site at sec.gov. A more detailed description of the funds' policies and procedures with respect to the disclosure of the funds' portfolio securities is also available in the Statement of Additional Information.

TAX STATUS OF DISTRIBUTIONS

The funds plan to make distributions from net investment income at intervals stated in the table below, and to distribute net realized capital gains, if any, at least annually.

------------------------------------------------------------------------------------------------------------------------------------
   FUND                                                                             DIVIDEND PAID
------------------------------------------------------------------------------------------------------------------------------------
   Balanced Fund                                                                      Quarterly
------------------------------------------------------------------------------------------------------------------------------------
   Core Equity Fund                                                                  Semiannually
------------------------------------------------------------------------------------------------------------------------------------
   Emerging Markets Fund                                                             Semiannually
------------------------------------------------------------------------------------------------------------------------------------
   Equity Fund                                                                        Quarterly
------------------------------------------------------------------------------------------------------------------------------------
   Index Fund                                                                         Quarterly
------------------------------------------------------------------------------------------------------------------------------------
   Small-Cap Growth Fund                                                             Semiannually
------------------------------------------------------------------------------------------------------------------------------------
   Small-Cap Opportunity Fund                                                        Semiannually
------------------------------------------------------------------------------------------------------------------------------------
   Small-Cap Value Fund                                                              Semiannually
------------------------------------------------------------------------------------------------------------------------------------
   Bond Fund                                                                          Monthly(1)
------------------------------------------------------------------------------------------------------------------------------------
   High Yield Bond                                                                    Monthly(1)
------------------------------------------------------------------------------------------------------------------------------------
   Intermediate Government Bond Fund                                                  Monthly(1)
------------------------------------------------------------------------------------------------------------------------------------
   Intermediate Tax-Exempt Bond Fund                                                  Monthly(1)
------------------------------------------------------------------------------------------------------------------------------------
   Short/Intermediate Bond Fund                                                       Monthly(1)
------------------------------------------------------------------------------------------------------------------------------------
   Tax-Exempt Bond Fund                                                               Monthly(1)
------------------------------------------------------------------------------------------------------------------------------------
   Government Money Market Fund                                                       Monthly(1)
------------------------------------------------------------------------------------------------------------------------------------
   Money Market Fund                                                                  Monthly(1)
------------------------------------------------------------------------------------------------------------------------------------
   Tax-Exempt Money Market Fund                                                       Monthly(1)
------------------------------------------------------------------------------------------------------------------------------------

(1) Although a dividend is paid monthly, it is accrued daily.

Phoenix Insight Funds Trust 89


Distributions of short-term capital gains (gains on securities held for a year or less) and net investment income are taxable to shareholders as ordinary income. Under the Jobs and Growth Tax Reconciliation Act of 2003, certain distributions of long-term capital gains and certain dividends are taxable at a lower rate than ordinary income. Long-term capital gains, if any, distributed to shareholders and which are designated by a fund as capital gain distributions, are taxable to shareholders as long-term capital gain distributions regardless of the length of time you have owned your shares.

Unless you elect to receive distributions in cash, dividends and capital gain distributions are paid in additional shares. All distributions, cash or additional shares, are subject to federal income tax and may be subject to state, local and other taxes.

MASTER FUND/FEEDER FUND STRUCTURE

The Board of Trustees has the authority to convert any fund to a "feeder" fund in a Master Fund/Feeder Fund Structure in which the fund, instead of investing in portfolio securities directly, would seek to achieve its investment objective by investing all of its investable assets in a separate "master" fund having the same investment objectives and substantially similar investment restrictions. Other funds with similar objectives and restrictions could also invest in the same Master Fund. The purpose of such an arrangement is to achieve greater operational efficiencies and reduce costs.

90 Phoenix Insight Funds Trust


THIS PAGE LEFT INTENTIONALLY BLANK.

Phoenix Insight Funds Trust 91


FINANCIAL HIGHLIGHTS

These tables are intended to help you understand the funds' financial performance for the past five years. Certain information reflects financial results for a single fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends and distributions). This information for the year ended December 31, 2006 has been audited by the funds' independent registered public accounting firm, PricewaterhouseCoopers LLP. For periods prior to December 31, 2006, this information was audited by the funds' previous independent registered public accounting firm. PricewaterhouseCoopers LLP's report, together with the funds' financial statements, is included in the funds' most recent Annual Report, which is available upon request.

                              NET                   NON-RECURRING          NET
                             ASSET                     PAYMENT         REALIZED AND      TOTAL      DISTRIBUTIONS    DISTRIBUTIONS
                             VALUE        NET           FROM            UNREALIZED       FROM         FROM NET          FROM NET
                           BEGINNING   INVESTMENT      FORMER          GAIN/(LOSS)     INVESTMENT    INVESTMENT         REALIZED
                           OF PERIOD     INCOME    ADMINISTRATOR(10)  ON INVESTMENTS   OPERATIONS      INCOME            GAINS
------------------------------------------------------------------------------------------------------------------------------------
BALANCED FUND
CLASS A
12/31/06                    $14.69     $ 0.288(9)       $0.016           $ 0.988         $ 1.292       $(0.295)          $(0.711)
12/31/05                     14.97       0.269              --             0.793           1.062        (0.259)           (1.083)
12/31/04                     13.49       0.242              --             1.496           1.738        (0.244)           (0.014)
12/31/03                     11.53       0.230              --             1.950           2.180        (0.220)               --
12/31/02                     13.00       0.278              --            (1.469)         (1.191)       (0.279)               --

------------------------------------------------------------------------------------------------------------------------------------
CLASS C
06/26/06(3) to 12/31/06       $14.24     $ 0.080(9)     $   --           $ 1.244         $ 1.324       $(0.085)          $(0.519)

 -----------------------------------------------------------------------------------------------------------------------------------
CORE EQUITY FUND
CLASS A
12/31/06                    $20.91     $ 0.110(9)       $0.054           $ 2.663         $ 2.827       $(0.104)          $(2.049)
12/31/05                     21.66       0.070              --             1.803           1.873        (0.072)           (2.551)
12/31/04                     20.24       0.078              --             2.521           2.599        (0.095)           (1.084)
12/31/03                     15.57       0.035              --             4.671           4.706        (0.036)               --
12/31/02                     20.73       0.009              --            (4.883)         (4.874)       (0.008)           (0.278)

------------------------------------------------------------------------------------------------------------------------------------
CLASS C
06/26/06(3) to 12/31/06     $20.46     $(0.022)(9)      $   --           $ 2.633         $ 2.611       $(0.024)          $(1.557)

------------------------------------------------------------------------------------------------------------------------------------
EMERGING MARKETS FUND
CLASS A
12/31/06                    $12.27     $ 0.078(9)       $0.007           $ 3.362         $ 3.447       $(0.175)          $(3.395)
12/31/05                     10.88       0.103              --             3.137           3.240        (0.086)           (1.764)
12/31/04                      9.94       0.030              --             1.864           1.894        (0.096)           (0.860)
12/31/03                      6.60       0.040              --             3.315           3.355        (0.017)               --
12/31/02                      6.75       0.002              --            (0.154)         (0.152)           --                --

------------------------------------------------------------------------------------------------------------------------------------
CLASS C
06/26/06(3) to 12/31/06     $11.71     $(0.033)(9)      $   --           $ 3.353         $ 3.320       $(0.074)          $(2.816)

92 Phoenix Insight Funds Trust


  DISTRIBUTIONS                                              TOTAL RETURN
      FROM                                                     EXCLUDING                          RATIO OF  RATIO OF NET
  NON-RECURRING                REDEMPTION     NET            NON-RECURRING   NET                  EXPENSES   INVESTMENT
     PAYMENT                      FEES       ASSET              PAYMENT     ASSETS   RATIO OF    TO AVERAGE    INCOME
   FROM FORMER                  ADDED TO     VALUE            FROM FORMER   END OF  EXPENSES TO  NET ASSETS      TO       PORTFOLIO
    ADMINI-        TOTAL        PAID-IN     END OF    TOTAL     ADMINI-     PERIOD  AVERAGE NET  (EXCLUDING  AVERAGE NET  TURNOVER
  STRATOR(10)  DISTRIBUTIONS   CAPITAL(11)  PERIOD   RETURN   STRATOR(10)   (000)     ASSETS      WAIVERS)     ASSETS       RATE
------------------------------------------------------------------------------------------------------------------------------------
   $(0.016)      $(1.022)        $   --     $14.96    9.03%(4)   8.92%(4)  $12,613     1.01%        1.02%       1.93%      65.94%
        --        (1.342)            --      14.69    7.14(4)      --        2,953     1.04         1.09        1.74       61.49
        --        (0.258)            --      14.97   13.02(4)      --        1,641     1.13         1.20        1.69       65.60
        --        (0.220)            --      13.49   19.07(4)      --          442     1.13         1.29        1.80       76.53
        --        (0.279)            --      11.53   (9.26)(4)     --          260     1.13         1.37        2.25       69.89

------------------------------------------------------------------------------------------------------------------------------------

   $    --       $(0.604)        $   --     $14.96    9.31%(2)     --      $   255     1.77%(1)     1.77%(1)    1.04%(1)   65.94%(2)

------------------------------------------------------------------------------------------------------------------------------------


   $(0.054)      $(2.207)        $   --     $21.3    13.73%(4)  13.46%(4)  $11,795     1.16%        1.16%       0.50%      74.12%
        --        (2.623)            --      20.9     8.70(4)      --        1,009     1.18         1.22        0.29       79.92
        --        (1.179)            --      21.66   13.01(        --          809     1.25         1.27        0.42       83.50
        --        (0.036)            --      20.24   30.23(4)      --          531     1.35         1.48        0.22       76.15
        --        (0.286)            --      15.57  (23.67)(4)     --          552     1.35         1.49        0.02       67.66

-----------------------------------------------------------------------------------------------------------------------------------

   $    --       $(1.581)        $   --     $21.49   12.84%(2,8)   --      $   171     1.89%(1)     1.89%(1)   (0.19)%(1)  74.12%(2)

------------------------------------------------------------------------------------------------------------------------------------


   $(0.007)      $(3.577)        $0.000(12) $12.14   29.21%(4)  29.15%(4)  $ 7,456     1.59%        1.63%       0.60%      82.51%
        --        (1.850)            --      12.27   31.08(4)      --        1,205     1.70         1.85        0.91       42.91
        --        (0.956)         0.002(5)   10.88   19.67(4)      --          916     1.83         1.85        0.49       49.13
        --        (0.017)         0.002(5)    9.94   50.87(4)      --          364     1.83         1.86        0.62       19.99
        --            --          0.002(5)    6.60   (2.22)(4)     --          118     1.91         1.96        0.03       34.20

------------------------------------------------------------------------------------------------------------------------------------

   $    --       $(2.890)        $   --     $12.14   29.04%(2,8)   --      $   186     2.30%(1)     2.30%(1)   (0.49%)(1)  82.51%(2)

Phoenix Insight Funds Trust 93


FINANCIAL HIGHLIGHTS (CONTINUED)

                              NET                   NON-RECURRING          NET
                             ASSET                     PAYMENT         REALIZED AND      TOTAL      DISTRIBUTIONS    DISTRIBUTIONS
                             VALUE        NET           FROM            UNREALIZED       FROM         FROM NET          FROM NET
                           BEGINNING   INVESTMENT      FORMER          GAIN/(LOSS)     INVESTMENT    INVESTMENT         REALIZED
                           OF PERIOD     INCOME    ADMINISTRATOR(10)  ON INVESTMENTS   OPERATIONS      INCOME            GAINS
------------------------------------------------------------------------------------------------------------------------------------
EQUITY FUND
CLASS A
12/31/06                    $13.97     $ 0.126(9)       $0.031           $ 2.039         $ 2.196      $(0.106)          $(1.259)
12/31/05                     13.53       0.130              --             1.520           1.650       (0.140)           (1.070)
12/31/04                     11.56       0.041              --             2.015           2.056       (0.086)               --
12/31/03                      9.02       0.034              --             2.523           2.557       (0.017)               --
12/31/02                     11.45       0.021              --            (2.440)         (2.419)      (0.011)               --

------------------------------------------------------------------------------------------------------------------------------------
CLASS C
06/26/06(3) to 12/31/06     $14.20     $ 0.012(9)       $   --           $ 1.603         $ 1.615      $(0.015)          $(1.040)

------------------------------------------------------------------------------------------------------------------------------------
INDEX FUND
CLASS A(6)
12/31/06                    $19.68     $ 0.280(9)       $0.212           $ 2.700         $ 3.192      $(0.306)          $(0.474)
12/31/05                     22.08       0.300              --             0.851           1.151       (0.331)           (3.224)
12/31/04                     21.54       0.299              --             1.851           2.150       (0.301)           (1.309)
12/31/03                     18.05       0.224              --             4.728           4.952       (0.226)           (1.236)
12/31/02                     23.90       0.194              --            (5.503)         (5.309)      (0.191)           (0.350)

------------------------------------------------------------------------------------------------------------------------------------
SMALL-CAP
GROWTH FUND
CLASS A
06/26/06(3) to 12/31/06     $13.34     $(0.065)(9)      $   --           $ 1.493         $ 1.428      $    --           $(0.858)

------------------------------------------------------------------------------------------------------------------------------------
CLASS C
06/26/06(3) to 12/31/06     $13.47     $(0.121)(9)      $   --           $ 1.369         $ 1.248      $    --           $(0.858)

------------------------------------------------------------------------------------------------------------------------------------
SMALL-CAP
OPPORTUNITY FUND
CLASS A
12/31/06                    $20.81     $(0.034)(9)      $0.034           $ 1.795         $ 1.795      $    --           $(3.661)
12/31/05                     24.03      (0.089)             --             1.159           1.070           --            (4.294)
12/31/04                     22.27       0.042              --             5.003           5.045       (0.025)           (3.322)
12/31/03                     14.85      (0.057)             --             7.714           7.657           --            (0.238)
12/31/02                     17.43      (0.118)             --            (2.463)         (2.581)          --                --

------------------------------------------------------------------------------------------------------------------------------------
CLASS C
06/26/06(3) to 12/31/06     $20.31     $(0.104)(9)      $   --           $ 1.269         $ 1.165      $    --           $(2.645)

94 Phoenix Insight Funds Trust


  DISTRIBUTIONS                                              TOTAL RETURN
      FROM                                                     EXCLUDING                          RATIO OF  RATIO OF NET
  NON-RECURRING                REDEMPTION     NET            NON-RECURRING   NET                  EXPENSES   INVESTMENT
     PAYMENT                      FEES       ASSET              PAYMENT     ASSETS   RATIO OF    TO AVERAGE    INCOME
   FROM FORMER                  ADDED TO     VALUE            FROM FORMER   END OF  EXPENSES TO  NET ASSETS      TO       PORTFOLIO
    ADMINI-        TOTAL        PAID-IN     END OF    TOTAL     ADMINI-     PERIOD  AVERAGE NET  (EXCLUDING  AVERAGE NET  TURNOVER
  STRATOR(10)  DISTRIBUTIONS   CAPITAL(11)  PERIOD   RETURN   STRATOR(10)   (000)     ASSETS      WAIVERS)     ASSETS       RATE
------------------------------------------------------------------------------------------------------------------------------------
  $ (0.031)      $(1.396)        $   --     $14.77   15.85%(4)  15.62%(4) $ 25,800     1.14%        1.14%       0.84%      59.39%
        --        (1.210)            --      13.97   12.18(4)      --        2,416     1.12         1.16        1.00       62.67
        --        (0.086)            --      13.53   17.85(4)      --        1,127     1.19         1.19        0.71       72.72
        --        (0.017)            --      11.56   28.39(4)      --          339     1.19         1.21        0.38       81.21
        --        (0.011)            --       9.02  (21.15)(4)     --          199     1.20         1.22        0.28       61.83

------------------------------------------------------------------------------------------------------------------------------------

   $    --       $(1.055)        $   --     $14.76   11.35%(2,8)   --        $ 175     1.89%(1)     1.89%(1)    0.15%(1)   59.39%(2)

------------------------------------------------------------------------------------------------------------------------------------


   $(0.212)      $(0.992)        $   --     $21.88   16.47%(4)  15.18%(4)  $14,710     0.63%        0.69%       1.36%       3.37%
        --        (3.555)         0.004(5)   19.68    5.15         --       14,963     0.57         0.64        1.34        6.34
        --        (1.610)            --      22.08   10.21         --       17,457     0.68         0.68        1.34        2.67
        --        (1.462)            --      21.54   27.82         --       19,986     0.68         0.72        1.12        1.72
        --        (0.541)            --      18.05  (22.43)        --       17,339     0.70         0.78        0.93        6.42

------------------------------------------------------------------------------------------------------------------------------------


  $     --       $(0.858)        $   --     $13.91   10.70%(4)     --%(4) $    130    1.23%(1)     1.23%(1)    (0.77)%(1) 122.70%(2)

------------------------------------------------------------------------------------------------------------------------------------

  $     --       $(0.858)        $   --     $13.86    9.26%(2,8)   --     $    139    2.15%(1)     2.15%(1)    (1.65)%(1) 122.70%(2)

------------------------------------------------------------------------------------------------------------------------------------


   $(0.034)      $(3.695)        $   --     $18.91    8.50%(4)   8.34%(4) $ 86,850     1.20%        1.20%      (0.17)%     85.43%
        --        (4.294)        0.004(5)    20.81    4.28(4)      --       12,094     1.19         1.22       (0.18)      76.08
        --        (3.347)        0.062(5)    24.03   23.88(4,7)    --       66,179     1.25         1.25        0.33       63.79
        --        (0.238)        0.001(5)    22.27   51.62(4)      --        3,047     1.45         1.50       (0.30)      83.34
        --            --         0.001(5)    14.85  (14.80)(4)     --          777     1.45         1.52       (0.76)      76.97

------------------------------------------------------------------------------------------------------------------------------------

  $     --       $(2.645)        $   --     $18.83    5.77%(2,8)   --     $    249     1.92%(1)     1.92%(1)   (0.98)%     85.43%(2)

Phoenix Insight Funds Trust 95


FINANCIAL HIGHLIGHTS (CONTINUED)

                              NET                   NON-RECURRING          NET
                             ASSET                     PAYMENT         REALIZED AND      TOTAL      DISTRIBUTIONS    DISTRIBUTIONS
                             VALUE        NET           FROM            UNREALIZED       FROM         FROM NET          FROM NET
                           BEGINNING   INVESTMENT      FORMER          GAIN/(LOSS)     INVESTMENT    INVESTMENT         REALIZED
                           OF PERIOD     INCOME    ADMINISTRATOR(10)  ON INVESTMENTS   OPERATIONS      INCOME            GAINS
------------------------------------------------------------------------------------------------------------------------------------
SMALL-CAP VALUE FUND
CLASS A
12/31/06                    $47.02     $ 0.050(9)       $0.045           $ 4.852         $ 4.947      $(0.031)          $(7.921)
12/31/05                     50.35       0.173              --             4.180           4.353       (0.135)           (7.581)
12/31/04                     44.92       0.198              --            12.004          12.202       (0.229)           (6.826)
12/31/03                     31.69       0.271              --            13.243          13.514       (0.286)               --
12/31/02                     36.78       0.042              --            (4.767)         (4.725)      (0.064)           (0.306)

------------------------------------------------------------------------------------------------------------------------------------
CLASS C
06/26/06(3) to 12/31/06     $45.40     $(0.187)(9)      $   --           $ 4.647         $ 4.460      $    --           $(6.040)

------------------------------------------------------------------------------------------------------------------------------------
BOND FUND
CLASS A
12/31/06                    $10.01      $0.465(9)       $0.018           $(0.120)        $ 0.363      $(0.475)          $    --
12/31/05                     10.22       0.429              --            (0.211)          0.218       (0.430)               --
12/31/04                     10.27       0.432              --            (0.048)          0.384       (0.434)               --
12/31/03                     10.38       0.483              --            (0.110)          0.373       (0.483)               --
12/31/02                     10.25       0.556              --             0.130           0.686       (0.556)               --

------------------------------------------------------------------------------------------------------------------------------------
Class C
06/26/06(3) to 12/31/06     $ 9.57      $0.206(9)       $   --           $ 0.312         $ 0.518      $(0.208)          $    --

------------------------------------------------------------------------------------------------------------------------------------
HIGH YIELD BOND FUND
CLASS A
12/31/06                    $12.44      $0.880(9)       $0.013           $(0.039)        $ 0.854      $(0.831)          $    --
12/31/05                     13.07       0.799              --            (0.592)          0.207       (0.800)          (0.037)
05/18/04(3) to 12/31/04      12.43       0.527              --             0.831           1.358       (0.527)          (0.191)

------------------------------------------------------------------------------------------------------------------------------------
CLASS C
06/26/06(3) to 12/31/06     $11.98      $0.374(9)       $   --           $ 0.474         $ 0.848      $(0.378)          $    --

------------------------------------------------------------------------------------------------------------------------------------
INTERMEDIATE GOVERNMENT BOND FUND
CLASS A
12/31/06                    $16.50      $0.692(9)       $0.095           $(0.142)        $ 0.645      $(0.691)          $    --
12/31/05                     16.84       0.655              --            (0.278)          0.377       (0.664)           (0.055)
12/31/04                     17.12       0.550              --            (0.094)          0.456       (0.550)           (0.186)
12/31/03                     17.63       0.667              --            (0.293)          0.374       (0.667)           (0.217)
12/31/02                     16.79       0.828              --             0.840           1.668       (0.828)               --

------------------------------------------------------------------------------------------------------------------------------------
INTERMEDIATE TAX-EXEMPT BOND FUND
CLASS A
12/31/06                    $11.16      $0.435(9)       $0.020           $ 0.011         $ 0.466      $(0.462)          $(0.214)
12/31/05                     11.41       0.466              --            (0.250)          0.216       (0.466)               --
12/31/04                     11.55       0.451              --            (0.140)          0.311       (0.451)               --
12/31/03                     11.48       0.424              --             0.070           0.494       (0.424)               --
12/31/02                     10.91       0.453              --             0.570           1.023       (0.453)               --

------------------------------------------------------------------------------------------------------------------------------------
CLASS C
06/26/06(3) to 12/31/06     $10.91      $0.180(9)       $   --           $ 0.246         $ 0.426      $(0.182)          $(0.214)

96 Phoenix Insight Funds Trust


  DISTRIBUTIONS                                              TOTAL RETURN
      FROM                                                     EXCLUDING                          RATIO OF  RATIO OF NET
  NON-RECURRING                REDEMPTION     NET            NON-RECURRING   NET                  EXPENSES   INVESTMENT
     PAYMENT                      FEES       ASSET              PAYMENT     ASSETS   RATIO OF    TO AVERAGE    INCOME
   FROM FORMER                  ADDED TO     VALUE            FROM FORMER   END OF  EXPENSES TO  NET ASSETS      TO       PORTFOLIO
    ADMINI-        TOTAL        PAID-IN     END OF    TOTAL     ADMINI-     PERIOD  AVERAGE NET  (EXCLUDING  AVERAGE NET  TURNOVER
  STRATOR(10)  DISTRIBUTIONS   CAPITAL(11)  PERIOD   RETURN   STRATOR(10)   (000)     ASSETS      WAIVERS)     ASSETS       RATE
------------------------------------------------------------------------------------------------------------------------------------
   $(0.045)      $(7.997)        $   --     $43.97   10.62%(4)  10.52%(4) $ 83,558     1.16%        1.17%       0.11%      92.13%
                  (7.716)         0.033(5)   47.02    8.63(4)      --       11,226     1.15         1.19        0.24       74.30
        --        (7.055)         0.283(5)   50.35   28.62(4)(7)   --        8,352     1.18         1.19        0.57       69.98
        --        (0.286)         0.002(5)   44.92   42.68(4)      --        1,557     1.20         1.24        0.83      106.69
        --        (0.370)         0.005(5)   31.69  (12.98)(4)     --          669     1.24         1.34        0.18      134.99

------------------------------------------------------------------------------------------------------------------------------------

  $     --       $(6.040)        $   --     $43.82    9.86%(2)(8)  --     $    167     1.89%(1)     1.89%(1)   (0.77)%(1)  92.13%(2)

------------------------------------------------------------------------------------------------------------------------------------


   $(0.018)      $(0.493)        $0.000     $ 9.88    3.58%(4)   3.39%(4) $  2,066     0.84%        0.98%       4.74%     367.64%
        --        (0.430)         0.002(5)   10.01    2.18(4)      --          784     0.82         1.13        4.01       51.90
        --        (0.434)            --      10.22    3.82(4)      --          843     0.85         1.18        4.24       75.40
        --        (0.483)            --      10.27    3.67(4)      --          715     0.85         1.19        4.64       66.64
        --        (0.556)            --      10.38    6.91(4)      --          824     0.85         1.21        5.36       65.39

------------------------------------------------------------------------------------------------------------------------------------

   $    --       $(0.208)        $   --     $ 9.88    5.44%(2)(8)  --     $    105     1.59%(1)     1.67%(1)    4.08%(1)  367.64%(2)

------------------------------------------------------------------------------------------------------------------------------------


   $(0.013)      $ 0.844         $0.000     $12.45    6.97%(4)   6.86%(4) $  5,648     0.96%        1.02%       7.16%     147.28%
        --        (0.837)            --      12.44    1.68(4)      --          442     0.83         1.03        6.55       41.97
        --        (0.718)            --      13.07   11.15(2)(4)   --          176     0.86(1)      1.05(1)     6.61(1)    57.38

------------------------------------------------------------------------------------------------------------------------------------

   $    --       $(0.378)        $   --     $12.45    7.17%(2)(8)  --     $    139     1.71%(1)     1.71%(1)    5.94%(1)  147.28%(2)

------------------------------------------------------------------------------------------------------------------------------------


   $(0.095)      $(0.786)        $0.001     $16.36    4.11%(4)   3.50%(4) $  6,118     0.74%        1.21%       4.24%      21.62%
        --        (0.719)         0.002(5)   16.50    2.23(4)      --        2,480     0.73         1.19        3.58       70.97
        --        (0.736)            --      16.84    2.79(4)      --        2,976     0.75         1.09        3.23       35.37
        --        (0.884)            --      17.12    2.15(4)      --        2,394     0.75         1.14        3.82       58.97
        --        (0.828)            --      17.63   10.12(4)      --        2,324     0.75         1.32        4.58       61.56

------------------------------------------------------------------------------------------------------------------------------------


   $(0.020)      $(0.696)        $0.000     $10.93    4.10%(4)   3.91%(4) $ 18,293     0.83%        0.88%       3.93%      75.91%
        --        (0.466)            --      11.16    1.93(4)      --        1,802     0.64         0.92        4.13       46.00
        --        (0.451)            --      11.41    2.76(4)      --        2,185     0.69         0.95        3.94       26.94
        --        (0.424)            --      11.55    4.38(4)      --        2,102     0.70         0.97        3.69       40.20
        --        (0.453)            --      11.48    9.55(4)      --        1,648     0.52         1.14        3.96       61.27

------------------------------------------------------------------------------------------------------------------------------------

   $    --       $(0.396)        $   --     $10.94    3.92%(2)(8)  --     $    125     1.61%        1.63%       3.14%      75.91%(2)

Phoenix Insight Funds Trust 97


FINANCIAL HIGHLIGHTS (CONTINUED)

                              NET                   NON-RECURRING          NET
                             ASSET                     PAYMENT         REALIZED AND      TOTAL      DISTRIBUTIONS    DISTRIBUTIONS
                             VALUE        NET           FROM            UNREALIZED       FROM         FROM NET          FROM NET
                           BEGINNING   INVESTMENT      FORMER          GAIN/(LOSS)     INVESTMENT    INVESTMENT         REALIZED
                           OF PERIOD     INCOME    ADMINISTRATOR(10)  ON INVESTMENTS   OPERATIONS      INCOME            GAINS
------------------------------------------------------------------------------------------------------------------------------------
SHORT/INTERMEDIATE BOND FUND
CLASS A
12/31/06                    $10.04     $0.381(9)        $0.018           $ 0.010         $ 0.409       $(0.400)          $    --
12/31/05                     10.29      0.359               --            (0.248)          0.111        (0.361)               --
12/31/04                     10.38      0.362               --            (0.090)          0.272        (0.362)               --
12/31/03                     10.40      0.414               --            (0.020)          0.394        (0.414)               --
12/31/02                     10.31      0.524               --             0.090           0.614        (0.524)               --

------------------------------------------------------------------------------------------------------------------------------------
CLASS C
06/26/06(3) to 12/31/06     $ 9.80     $0.156(9)        $   --           $ 0.230         $ 0.386       $(0.156)          $    --

------------------------------------------------------------------------------------------------------------------------------------
TAX-EXEMPT BOND FUND
CLASS A
12/31/06                    $10.74     $0.425(9)        $0.023           $ 0.050         $ 0.498       $(0.468)          $(0.247)
12/31/05                     11.02      0.470               --            (0.200)          0.270        (0.470)           (0.080)
12/31/04                     11.33      0.475               --            (0.123)          0.352        (0.475)           (0.187)
12/31/03                     11.19      0.468               --             0.140           0.608        (0.468)               --
12/31/02                     10.54      0.500               --             0.650           1.150        (0.500)               --

------------------------------------------------------------------------------------------------------------------------------------
CLASS C
06/26/06(3) to 12/31/06     $10.49     $0.176(9)        $   --           $ 0.261         $ 0.437       $(0.180)          $(0.247)

98 Phoenix Insight Funds Trust


  DISTRIBUTIONS                                              TOTAL RETURN
      FROM                                                     EXCLUDING                          RATIO OF  RATIO OF NET
  NON-RECURRING                REDEMPTION     NET            NON-RECURRING   NET                  EXPENSES   INVESTMENT
     PAYMENT                      FEES       ASSET              PAYMENT     ASSETS   RATIO OF    TO AVERAGE    INCOME
   FROM FORMER                  ADDED TO     VALUE            FROM FORMER   END OF  EXPENSES TO  NET ASSETS      TO       PORTFOLIO
    ADMINI-        TOTAL        PAID-IN     END OF    TOTAL     ADMINI-     PERIOD  AVERAGE NET  (EXCLUDING  AVERAGE NET  TURNOVER
  STRATOR(10)  DISTRIBUTIONS   CAPITAL(11)  PERIOD   RETURN   STRATOR(10)   (000)     ASSETS      WAIVERS)     ASSETS       RATE
------------------------------------------------------------------------------------------------------------------------------------
   $(0.019)      $(0.419)        $0.000     $10.03   3.99%(4)   3.80%(4)  $  5,956     0.91%        1.04%       3.83%      43.54%
        --        (0.361)            --      10.04   1.10(4)      --         3,707     0.82         1.17        3.55       46.25
        --        (0.362)            --      10.29   2.66(4)      --         4,350     0.85         1.19        3.50       68.37
        --        (0.414)            --      10.38   3.85(4)      --         4,547     0.85         1.22        3.95       61.21
        --        (0.524)            --      10.40   6.14(4)      --         4,756     0.85         1.25        4.89       66.14

------------------------------------------------------------------------------------------------------------------------------------

   $    --       $(0.156)        $   --     $10.03    3.96%(2)(8)  --     $    159     1.70%(1)     1.73%(1)    3.03%(1)   43.54%(2)

------------------------------------------------------------------------------------------------------------------------------------


   $(0.023)      $(0.738)        $0.000     $10.50   4.51%(4)   4.28%(4)  $ 77,135     0.85%        0.95%       3.97%      82.77%
        --        (0.550)            --      10.74   2.50(4)      --         4,197     0.70         0.99        4.30       41.86
        --        (0.662)            --      11.02   3.21(4)      --         4,136     0.77         1.04        4.24       32.57
        --        (0.468)            --      11.33   5.55(4)      --         3,098     0.76         1.04        4.15       42.58
        --        (0.500)            --      11.19  11.15(4)      --         4,296     0.56         1.20        4.52       86.76

------------------------------------------------------------------------------------------------------------------------------------

   $    --       $(0.427)        $   --     $10.50    4.16%(2)(8)  --     $    188     1.61%(1)     1.68%(1)    3.20%(1)   82.77%(2)

Phoenix Insight Funds Trust 99


FINANCIAL HIGHLIGHTS (CONTINUED)

                              NET                   NON-RECURRING          NET
                             ASSET                     PAYMENT         REALIZED AND      TOTAL      DISTRIBUTIONS    DISTRIBUTIONS
                             VALUE        NET           FROM            UNREALIZED       FROM         FROM NET          FROM NET
                           BEGINNING   INVESTMENT      FORMER          GAIN/(LOSS)     INVESTMENT    INVESTMENT         REALIZED
                           OF PERIOD     INCOME    ADMINISTRATOR(10)  ON INVESTMENTS   OPERATIONS      INCOME            GAINS
------------------------------------------------------------------------------------------------------------------------------------
GOVERNMENT MONEY MARKET FUND
CLASS A(6)
12/31/06                    $1.00      $0.047           $0.002           $  --           $0.049        $(0.047)          $   --
12/31/05                     1.00       0.027               --              --            0.027         (0.027)              --
12/31/04                     1.00       0.009               --              --            0.009         (0.009)              --
12/31/03                     1.00       0.007               --              --            0.007         (0.007)              --
12/31/02                     1.00       0.013               --              --            0.013         (0.013)              --

------------------------------------------------------------------------------------------------------------------------------------
MONEY MARKET FUND
CLASS A(6)
12/31/06                    $1.00      $0.048           $0.002           $  --           $0.050        $(0.048)           $   --
12/31/05                     1.00       0.028               --              --            0.028         (0.028)               --
12/31/04                     1.00       0.009               --              --            0.009         (0.009)               --
12/31/03                     1.00       0.007               --              --            0.007         (0.007)               --
12/31/02                     1.00       0.015               --              --            0.015         (0.015)               --

------------------------------------------------------------------------------------------------------------------------------------
EXCHANGE SHARES
12/31/06                    $1.00      $0.049           $   --           $  --           $0.049        $(0.049)           $   --
12/31/05                     1.00       0.031               --              --            0.031         (0.031)               --
12/31/04                     1.00       0.013               --              --            0.013         (0.013)               --
12/31/03                     1.00       0.010               --              --            0.010         (0.010)               --
12/31/02                     1.00       0.018               --              --            0.018         (0.018)               --

------------------------------------------------------------------------------------------------------------------------------------
TAX-EXEMPT MONEY MARKET FUND
CLASS A(6)
12/31/06                    $1.00      $0.030           $0.002           $   --          $0.032        $(0.030)           $   --
12/31/05                     1.00       0.019               --               --           0.019         (0.019)               --
12/31/04                     1.00       0.007               --               --           0.007         (0.007)               --
12/31/03                     1.00       0.005               --               --           0.005         (0.005)               --
12/31/02                     1.00       0.010               --               --           0.010         (0.010)               --

100 Phoenix Insight Funds Trust


  DISTRIBUTIONS                                              TOTAL RETURN
      FROM                                                     EXCLUDING                          RATIO OF  RATIO OF NET
  NON-RECURRING                REDEMPTION     NET            NON-RECURRING   NET                  EXPENSES   INVESTMENT
     PAYMENT                      FEES       ASSET              PAYMENT     ASSETS   RATIO OF    TO AVERAGE    INCOME
   FROM FORMER                  ADDED TO     VALUE            FROM FORMER   END OF  EXPENSES TO  NET ASSETS      TO
    ADMINI-        TOTAL        PAID-IN     END OF    TOTAL     ADMINI-     PERIOD  AVERAGE NET  (EXCLUDING  AVERAGE NET
  STRATOR(10)  DISTRIBUTIONS   CAPITAL(11)  PERIOD   RETURN   STRATOR(10)   (000)     ASSETS      WAIVERS)     ASSETS
------------------------------------------------------------------------------------------------------------------------------------
  $ (0.002)      $(0.049)        $   --     $ 1.00    4.76%      4.56%   $  238,247   0.57%         0.60%       4.46%
        --        (0.027)            --       1.00    2.70         --       262,512   0.55          0.60        2.65
        --        (0.009)            --       1.00    0.88         --       234,751   0.56          0.60        0.88
        --        (0.007)            --       1.00    0.67         --       374,310   0.54          0.59        0.66
        --        (0.013)            --       1.00    1.30         --       302,126   0.55          0.61        1.27

------------------------------------------------------------------------------------------------------------------------------------
  $ (0.002)      $(0.050)        $   --     $ 1.00    4.93%      4.68%   $  880,851   0.52%         0.56%       4.58%
        --        (0.028)            --       1.00    2.80         --       920,774   0.52          0.60        2.72
        --        (0.009)            --       1.00    0.94         --     1,179,902   0.52          0.59        0.90
        --        (0.007)            --       1.00    0.74         --     1,301,168   0.52          0.58        0.75
        --        (0.015)            --       1.00    1.48         --     1,297,318   0.52          0.58        1.44

------------------------------------------------------------------------------------------------------------------------------------
  $     --       $(0.049)        $   --     $ 1.00    5.04%        --    $  440,609   0.17%         0.24%       4.81%
        --        (0.031)            --       1.00    3.15         --     1,409,677   0.17          0.30        3.24
        --        (0.013)            --       1.00    1.28         --     1,029,184   0.17          0.30        1.35
        --        (0.010)            --       1.00    1.05         --       478,586   0.22          0.28        1.10
        --        (0.018)            --       1.00    1.79         --     1,434,436   0.22          0.28        1.70

------------------------------------------------------------------------------------------------------------------------------------
  $ (0.002)      $(0.032)        $   --     $ 1.00    3.18%      2.95%   $  217,664   0.57%         0.59%       2.88%
        --        (0.019)            --       1.00    1.87         --       257,842   0.57          0.60        1.87
        --        (0.007)            --       1.00    0.65         --       191,165   0.60          0.60        0.64
        --        (0.005)            --       1.00    0.54         --       237,835   0.57          0.58        0.54
        --        (0.010)            --       1.00    0.99         --       210,678   0.57          0.58        0.99

(1) Annualized.
(2) Total returns and portfolio turnover for periods of less than one year are not annualized.
(3) Date commenced operations.
(4) Sales load is not reflected in total return.
(5) Fund assessed a redemption fee in the amount of 2.00% on redemptions of shares that were held 90 days or less (30 days or less, effective June 4, 2004) from time of purchase. Fees collected were retained by the Fund for the benefit of the remaining shareholders.
(6) Prior year and current period information represents the N Shares which converted to Class A on June 26, 2006.
(7) Total returns for each of the classes for the Small-Cap Opportunity Fund and the Small-Cap Value Fund include 0.16% and 0.26%, respectively, resulting from redemption fees reimbursed by the Administrator.
(8) Contingent deferred sales load is not included in total return.
(9) Computed using average shares outstanding.
(10) Non-recurring payment.
(11) Redemption fees.
(12) Amount is less than $0.001.

Phoenix Insight Funds Trust 101


[logo]
PHOENIX

Phoenix Equity Planning Corporation
P.O. Box 150480
Hartford, CT 06115-0480

ADDITIONAL INFORMATION

You can find more information about the Funds in the following documents:

ANNUAL AND SEMIANNUAL REPORTS

Annual and semiannual reports contain more information about the Funds' investments. The annual report discusses the market conditions and investment strategies that significantly affected the Funds' performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains more detailed information about the Funds. It is incorporated by reference and is legally part of the prospectus.

To obtain free copies of these documents, you can download copies from the Individual Investors section of our Web site, phoenixfunds.com, or you can request copies by calling us toll-free at 1-800-243-1574.

Information about the Funds (including the SAI) can be reviewed and copied at the Securities and Exchange Commission's (SEC) Public Reference Room in Washington, DC. For information about the operation of the Public Reference Room, call 1-202-551-8090. This information is also available on the SEC's Internet site at sec.gov. You may also obtain copies upon payment of a duplicating fee by writing the Public Reference Section of the SEC, Washington, DC 20549-6009 or by electronic request at publicinfo@sec.gov.

Mutual Fund Services: 1-800-243-1574
Text Telephone: 1-800-243-1926

NOT INSURED BY FDIC/NCUSIF OR ANY FEDERAL GOVERNMENT AGENCY. NO BANK GUARANTEE. NOT A DEPOSIT. MAY LOSE VALUE.

Investment Company Act File No. 811-7447
PXP4491 BPD31576 5-07


[logo]
PHOENIX


PROSPECTUS

PHOENIX INSIGHT FUNDS - CLASS I SHARES

EQUITY FUNDS

Phoenix Insight Balanced Fund
Phoenix Insight Core Equity Fund
Phoenix Insight Emerging Markets Fund
Phoenix Insight Equity Fund
Phoenix Insight Index Fund
Phoenix Insight Small-Cap Growth Fund
Phoenix Insight Small-Cap Opportunity Fund Phoenix Insight Small-Cap Value Fund

FIXED INCOME FUNDS

Phoenix Insight Bond Fund
Phoenix Insight High Yield Bond Fund
Phoenix Insight Intermediate Government Bond Fund Phoenix Insight Intermediate Tax-Exempt Bond Fund Phoenix Insight Short/Intermediate Bond Fund Phoenix Insight Tax-Exempt Bond Fund

MONEY MARKET FUNDS

Phoenix Insight Government Money Market Fund Phoenix Insight Money Market Fund
Phoenix Insight Tax-Exempt Money Market Fund

                                                   Wouldn't you rather have this
                                                   document e-mailed to you?
                                                   Eligible shareholders can
TRUST NAME: PHOENIX INSIGHT                        sign up for E-Delivery at
FUNDS TRUST                       May 1, 2007      phoenixfunds.com
--------------------------------------------------------------------------------

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus contains important information that you should know before investing in the Phoenix Insight Funds. Please read it carefully and retain it for future reference.


PHOENIX INSIGHT FUNDS TRUST
CLASS I SHARES

TABLE OF CONTENTS

Phoenix Insight Equity Funds
  Introduction to Equity Funds...............................................  1
  Phoenix Insight Balanced Fund..............................................  2
  Phoenix Insight Core Equity Fund...........................................  5
  Phoenix Insight Emerging Markets Fund......................................  7
  Phoenix Insight Equity Fund................................................ 10
  Phoenix Insight Index Fund................................................. 12
  Phoenix Insight Small-Cap Growth Fund...................................... 14
  Phoenix Insight Small-Cap Opportunity Fund................................. 16
  Phoenix Insight Small-Cap Value Fund....................................... 18
  Risks Related to Principal Investment Strategies........................... 20
  Fund Fees and Expenses - Equity Funds...................................... 23
Phoenix Insight Fixed Income Funds
  Introduction to Fixed Income Funds......................................... 25
  Phoenix Insight Bond Fund.................................................. 26
  Phoenix Insight High Yield Bond Fund....................................... 29
  Phoenix Insight Intermediate Government Bond Fund.......................... 32
  Phoenix Insight Intermediate Tax-Exempt Bond Fund.......................... 35
  Phoenix Insight Short/Intermediate Bond Fund............................... 38
  Phoenix Insight Tax-Exempt Bond Fund....................................... 41
  Risks Related to Principal Investment Strategies........................... 44
  Fund Fees and Expenses - Fixed Income Funds................................ 47
Phoenix Insight Money Market Funds
  Introduction to Money Market Funds......................................... 49
  Phoenix Insight Government Money Market Fund............................... 50
  Phoenix Insight Money Market Fund.......................................... 52
  Phoenix Insight Tax-Exempt Money Market Fund............................... 54
  Risks Related to Principal Investment Strategies........................... 56
  Fund Fees and Expenses - Money Market Funds................................ 58
Additional Investment Techniques and Related Risks........................... 60
Management of the Funds...................................................... 61
Pricing of Fund Shares....................................................... 69
Purchase Requirements........................................................ 71
Your Account................................................................. 72
How to Buy Shares............................................................ 73
How to Sell Shares........................................................... 73
Things You Should Know When Selling Shares................................... 74
Account Policies............................................................. 75
Investor Services and Other Information...................................... 78
Tax Status of Distributions.................................................. 80
Master Fund/Feeder Fund Structure............................................ 81
Financial Highlights......................................................... 82


PHOENIX INSIGHT EQUITY FUNDS

INTRODUCTION TO EQUITY FUNDS

> Equity Funds invest in stocks, which represent partial ownership in a company. They generally pursue capital appreciation; that is, an increase in the fund's share value. In some cases, these funds also seek dividend income.

> If you invest in an Equity Fund, you risk losing your investment.

> Generally, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (such as changes in inflation or consumer demand) and to events that affect particular issuers (such as news about the success or failure of a new product).

> Each Equity Fund's investment objective is not fundamental and may be changed by the Board of Trustees without approval by the fund's shareholders. There is no guarantee that a fund will achieve its objective.

> Temporary Defensive Strategy: During periods of adverse market conditions, each of the Equity Funds may temporarily invest a substantial portion of its assets in investment-grade fixed income securities and money market instruments. When a fund takes such a defensive position, the fund may not be able to meet its investment objective.

> Each Equity Fund's principal risks are provided in an alphabetical listing within the fund description that follows. These risks are discussed in greater detail under "Risks Related to Principal Investment Strategies" beginning on page 20.

Phoenix Insight Equity Funds 1


PHOENIX INSIGHT BALANCED FUND

INVESTMENT OBJECTIVE

Phoenix Insight Balanced Fund has an investment objective to seek to provide current income and capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

> The fund invests in a portfolio of equity and fixed income securities.
Under normal market conditions, equity securities will comprise between 40% and 65% of the fund's assets, and fixed income securities will comprise at least 25% of the fund's assets.

> The fund may invest in the equity securities of companies of any size. As of December 31, 2006, the market capitalization of the equity issuers in which the fund was invested ranged from $187.4 million to $446.9 billion.

> The fixed income portion of the fund will be invested primarily in bonds, which are debt instruments that normally pay a set amount of interest on a regular basis; repay the face amount, or principal, at a stated future date; and are issued by domestic and foreign corporations, federal and state governments, and their agencies. The fund normally invests in investment-grade securities and maintains a dollar-weighted average portfolio maturity (or average life with respect to mortgage-backed and asset-backed securities) of between five and ten years.

> The fund's subadviser reviews and adjusts the blend of the securities in an effort to enhance returns based on current market conditions, interest rate projections and other economic factors. The fund seeks to provide an overall return comprising between 40% and 65% of the return of Russell 1000(R) Index and between 35% and 60% of the return of the Lehman Brothers Aggregate Bond Index.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Allocation Risk - The risk that the percentages of the fund's assets invested in equities and fixed income securities, respectively, will not be optimum for market conditions at a given time.

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Foreign Securities Risk - The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts.

o Interest Rate Risk - The risk that bond prices overall will decline because of rising interest rates.

2 Phoenix Insight Balanced Fund


o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Market Risk - The risk that the market value of the fund's investments will fluctuate as the stock and bond markets fluctuate.

o Prepayment Risk - The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing the fund to reinvest in obligations with lower interest rates than the original obligations.

o Small and Medium Company Risk - The risk that investments in smaller companies may be more volatile than investments in larger companies, as smaller companies generally experience higher growth and failure rates.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 20.

Phoenix Insight Balanced Fund 3


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Balanced Fund. The bar chart shows changes in the fund's Class I Shares performance from year to year over the life of the fund. The table shows how the fund's average annual returns compare to those of two broad-based securities market indices. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

          Calendar Year      Annual Return
              1999               -1.30
              2000               12.31
              2001                1.21
              2002               -9.02
              2003               19.33
              2004               13.32
              2005                7.45
              2006                9.26

BEST QUARTER: Q2 2003 9.00%   WORST QUARTER: Q3 2002 -8.34%

Year-to-date performance (through March 31, 2007) is 2.72%.

--------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS                                                                    SINCE INCEPTION
(FOR THE PERIODS ENDED 12/31/06)                                     1 YEAR         5 YEARS       (3/24/97)
--------------------------------------------------------------------------------------------------------------------
Class I Shares
--------------------------------------------------------------------------------------------------------------------
   Return Before Taxes                                                9.26%          7.63%           7.97%
--------------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions(1)                             7.84%          6.50%           6.21%
--------------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions and Sale of Fund Shares(1)     7.17%          6.12%           6.00%
--------------------------------------------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index(2)                               4.33%          5.06%           6.37%
--------------------------------------------------------------------------------------------------------------------
Russell 1000(R) Index(3)                                             15.46%          6.82%           8.20%
--------------------------------------------------------------------------------------------------------------------

(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(2) The Lehman Brothers Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total-return basis. The index is unmanaged and is not available for direct investment; therefore, its performance does not reflect the fees, expenses, or taxes associated with the active management of an actual portfolio.

(3) The Russell 1000(R) Index is a market capitalization-weighted index of the 1,000 largest companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

4 Phoenix Insight Balanced Fund


PHOENIX INSIGHT CORE EQUITY FUND

INVESTMENT OBJECTIVE

Phoenix Insight Core Equity Fund has an investment objective to seek to provide capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in common stocks.
These stocks are generally of companies with market capitalization in excess of $1 billion at time of purchase. As of December 31, 2006, the market capitalization of the equity issuers in which the fund was invested ranged from $2.2 billion to $446.9 billion. The fund's policy of investing at least 80% of its assets in common stocks may be changed only upon 60 days written notice to shareholders.

> The fund's subadviser selects securities that are considered to be undervalued and to represent growth opportunities. The subadviser considers many factors, but there is a focus on a company's sales, earnings and valuation.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Market Risk - The risk that the market value of the fund's investments will fluctuate as the stock and bond markets fluctuate.

o Volatility Risk - The risk that performance will be affected by unanticipated events that cause major price changes in individual securities or market sectors.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 20.

Phoenix Insight Core Equity Fund 5


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Core Equity Fund. The bar chart shows changes in the fund's Class I Shares performance from year to year over a 10-year period. The table shows how the fund's average annual returns compare to those of a broad-based securities market index. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

Calendar Year      Annual Return
    1997               32.81
    1998               25.03
    1999               16.56
    2000               -7.67
    2001              -12.31
    2002              -23.54
    2003               30.49
    2004               13.52
    2005                8.97
    2006               13.98

BEST QUARTER: Q4 1998 22.71% WORST QUARTER: Q3 2002 -15.70%
Year-to-date performance (through March 31, 2007) is 2.20%.

-----------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED 12/31/06)                                      1 YEAR          5 YEARS         10 YEARS
-----------------------------------------------------------------------------------------------------------------
Class I Shares
-----------------------------------------------------------------------------------------------------------------
   Return Before Taxes                                                13.98%           7.03%            8.21%
-----------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions(1)                             12.32%           5.83%            6.87%
-----------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions and Sale of Fund Shares(1)     11.24%           5.72%            6.76%
-----------------------------------------------------------------------------------------------------------------
S&P 500(R) Stock Index(2)                                             15.78%           6.19%            8.44%
-----------------------------------------------------------------------------------------------------------------

(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(2) The S&P 500(R) Index is a free float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total-return basis with net dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

6 Phoenix Insight Core Equity Fund


PHOENIX INSIGHT EMERGING MARKETS FUND

INVESTMENT OBJECTIVE

The Phoenix Insight Emerging Markets Fund has an investment objective to seek to provide capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in equity securities of issuers located in emerging markets countries. The World Bank and other international agencies define an emerging or developing country on the basis of such factors as trade initiatives, per capita income and level of industrialization. There are over 130 countries that are emerging or developing under this standard and approximately 40 of these countries have stock markets. Emerging markets countries generally include every nation in the world except the U.S., Canada, Japan, Australia, New Zealand and most nations located in Western Europe. The fund's policy of investing at least 80% of its assets in the securities of issuers located in emerging markets countries may be changed only upon 60 days written notice to shareholders.

> The fund invests in issuers with the potential for long-term capital appreciation using a "value" approach. The "value" approach emphasizes investments in companies the portfolio manager believes are undervalued.

> The subadviser uses a bottom-up stock and business analysis approach. The subadviser makes its assessments by examining companies one at a time, regardless of size, country of organization, place of principal business activity, or other similar selection criteria. As of December 31, 2006, the market capitalization of the equity issuers in which the fund was invested ranged from $341.6 million to $85.4 billion.

The subadviser seeks to identify undervalued companies whose businesses are highly profitable, have consistent operating histories and financial performance, and enjoy favorable long-term economic prospects. A company may be undervalued when, in the opinion of the subadviser, the company is selling for a price that is below its intrinsic worth. A company may be undervalued due to market or economic conditions, temporary earnings declines, unfavorable developments affecting the company or other factors. Such factors may include buying opportunities at attractive prices compared to the subadviser's calculation of future earnings power. The subadviser believes that buying these securities at a price that is below their intrinsic worth may generate greater returns for the fund than those obtained by paying a premium price for companies currently in favor in the market.

The fund may invest substantially all of its assets in common stocks if the subadviser believes that common stocks will appreciate in value.

Phoenix Insight Emerging Markets Fund 7


> The subadviser seeks to achieve attractive absolute returns that exceed the "normalized risk-free" rate, defined as the rate of return available on long-term U.S. Government securities. Utilization of an "absolute" rather than a "relative" valuation yardstick is designed to achieve not only a satisfactory return over the risk-free rate, but at the same time seek safety of principal. The subadviser considers the riskiness of an investment to be a function of the issuer's business rather than the volatility of its stock price.

> In determining which portfolio securities to sell, the subadviser focuses on the operating results of the portfolio companies, not price quotations, to measure the success of an investment. In making sell decisions, the subadviser considers, among other things, whether a security's price target has been met, whether there has been an overvaluation of the issuer by the market, whether there has been a clear deterioration of future earnings power and whether, in the subadviser's opinion, there has been a loss of a long-term competitive advantage.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Currency Rate Risk - The risk that fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment.

o Emerging Markets Risk - The risk that prices of emerging markets securities may be more volatile than those of their counterparts in more established foreign markets.

o Foreign Securities Risk - The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts.

o Geographic Concentration Risk - The risk that, if the fund concentrates its investments in a single country or region, its portfolio will be more susceptible to factors adversely affecting issuers located in that country or region than would a more geographically diverse portfolio of securities.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Market Risk - The risk that the market value of the fund's investments will fluctuate as the stock and bond markets fluctuate.

o Small and Medium Company Risk - The risk that investments in smaller companies may be more volatile than investments in larger companies, as smaller companies generally experience higher growth and failure rates.

o Value Stocks Risk - The risk that the fund's focus on value investing will cause the fund to underperform when growth investing is in favor.

o Volatility Risk - The risk that performance will be affected by unanticipated events that cause major price changes in individual securities or market sectors.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 20.

8 Phoenix Insight Emerging Markets Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Emerging Markets Fund. Prior to May 18, 2006, the fund's investment program and general operations were managed by Harris Investment Management, Inc. as adviser and Hansberger Global Investors, Inc. as subadviser. The bar chart shows changes in the fund's Class I Shares performance from year to year over the life of the fund. The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

Calendar Year      Annual Return
    1998              -31.16
    1999               64.53
    2000              -28.55
    2001               -0.60
    2002               -1.84
    2003               51.11
    2004               20.04
    2005               31.23
    2006               29.60

BEST QUARTER: Q4 1999 32.66% WORST QUARTER: Q2 1998 -27.09%
Year-to-date performance (through March 31, 2007) is -0.16%.

---------------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS                                                                            SINCE INCEPTION
(FOR THE PERIODS ENDED 12/31/06)                                           1 YEAR          5 YEARS         (10/20/97)
---------------------------------------------------------------------------------------------------------------------------
Class I Shares
---------------------------------------------------------------------------------------------------------------------------
   Return Before Taxes                                                     29.60%           24.81%           8.30%
---------------------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions(1)                                  24.56%           23.03%           7.45%
---------------------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions and Sale of Fund Shares(1)(2)       24.82%           21.90%           7.21%
---------------------------------------------------------------------------------------------------------------------------
S&P 500(R) Index(3)                                                        15.78%            6.19%            6.06%
---------------------------------------------------------------------------------------------------------------------------
MSCI Emerging Markets Index(4)                                             32.59%           26.97%          11.63%(5)
---------------------------------------------------------------------------------------------------------------------------

(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(2) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(3) The S&P 500(R) Index is a free float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total-return basis with net dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(4) The MSCI Emerging Markets Index is a free float-adjusted market capitalization index designed to measure equity market performance in the global emerging markets. The index is calculated on a total-return basis with gross dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(5) Since 10/31/97.

Phoenix Insight Emerging Markets Fund 9


PHOENIX INSIGHT EQUITY FUND

INVESTMENT OBJECTIVE

Phoenix Insight Equity Fund has an investment objective to seek to provide capital appreciation and current income.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in common stocks.
These stocks are generally of companies with market capitalization in excess of $1 billion at time of purchase. As of December 31, 2006, the market capitalization of the equity issuers in which the fund was invested ranged from $2.2 billion to $446.9 billion.

> The subadviser selects stocks that are representative of the companies found within the Russell 1000(R) Value Index in an effort to:

o provide greater returns, over the long-term, than the securities comprising the Russell 1000(R) Value Index; and

o maintain a risk level approximating that of the Russell 1000(R) Value Index.

The Russell 1000(R) Value Index measures the performance of those Russell 1000(R) companies with lower price-to-book ratios and lower forecasted growth values.

Risks Related to Principal Investment Strategies

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Market Risk - The risk that the market value of the fund's investments will fluctuate as the stock and bond markets fluctuate.

o Value Stocks Risk - The risk that the fund's focus on value investing will cause the fund to underperform when growth investing is in favor.

o Volatility Risk - The risk that performance will be affected by unanticipated events that cause major price changes in individual securities or market sectors.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 20.

10 Phoenix Insight Equity Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Equity Fund. The bar chart shows changes in the fund's Class I Shares performance from year to year over a 10-year period. The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

Calendar Year      Annual Return
    1997               35.89
    1998               13.80
    1999               -1.57
    2000                8.48
    2001               -3.00
    2002              -20.99
    2003               28.67
    2004               18.14
    2005               12.52
    2006               16.12

BEST QUARTER: Q4 1998 18.81% WORST QUARTER: Q3 2002 -16.19%
Year-to-date performance (through March 31, 2007) is 4.05%.

---------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED 12/31/06)                                          1 YEAR         5 YEARS        10 YEARS
---------------------------------------------------------------------------------------------------------------------
Class I Shares
---------------------------------------------------------------------------------------------------------------------
   Return Before Taxes                                                    16.12%          9.43%           9.66%
---------------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions(1)                                 14.52%          8.73%           7.37%
---------------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions and Sale of Fund Shares(1)(2)      12.56%          8.09%           7.41%
---------------------------------------------------------------------------------------------------------------------
S&P 500(R) Index(3)                                                       15.78%          6.19%           8.44%
---------------------------------------------------------------------------------------------------------------------
Russell 1000(R) Value Index(4)                                            22.25%         10.86%          11.00%
---------------------------------------------------------------------------------------------------------------------

(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(2) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(3) The S&P 500(R) Index is a free float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total-return basis with net dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(4) The Russell 1000(R) Value Index is a market capitalization-weighted index of value-oriented stocks of the 1,000 largest companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

Phoenix Insight Equity Fund 11


PHOENIX INSIGHT INDEX FUND

INVESTMENT OBJECTIVE

Phoenix Insight Index Fund has an investment objective to seek to provide the return and risk characteristics of the S&P 500(R) Index.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally holds at least 90% of the 500 securities in the S&P
500(R) Index and attempts to match its holdings of each issue with that security's proportional representation in the S&P 500(R) Index. As of December 31, 2006 the market capitalizations included in the S&P 500(R) Index ranged from $1.4 billion to $446.9 billion. The fund invests a significant portion (typically 95% or more) of its assets in securities in the S&P 500(R) Index.

> The fund's subadviser employs a "passively" managed - or index - investment approach that attempts to replicate the performance of the index while not necessarily investing in all of its stocks. This approach is unlike traditional methods of active investment management whereby securities are selected on the basis of economic, financial and market analysis. On a regular basis, the subadviser compares the fund's performance to that of the S&P 500(R) Index. The subadviser may adjust the fund's holdings if the fund's performance does not adequately track the performance of the S&P
500(R) Index.

> Apart from its equity investments, the fund may use S&P 500(R) Stock Index Futures Contracts to reduce transactional costs and simulate full investment in the S&P 500(R) Index while retaining a cash balance for portfolio management purposes.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Leverage Risk - The risk that downward price changes in a security may result in a loss greater than the fund's investment in that security.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Market Risk - The risk that the market value of the fund's investments will fluctuate as the stock and bond markets fluctuate.

o Small and Medium Company Risk - The risk that investments in smaller companies may be more volatile than investments in larger companies, as smaller companies generally experience higher growth and failure rates.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 20.

12 Phoenix Insight Index Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Index Fund. The bar chart shows changes in the fund's Class I Shares performance from year to year over a 10-year period. The table shows how the fund's average annual returns compare to those of a broad-based securities market index. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

Calendar Year      Annual Return
    1997               32.78
    1998               28.22
    1999               20.40
    2000               -9.33
    2001              -12.30
    2002              -22.21
    2003               28.12
    2004               10.48
    2005                5.38
    2006               16.51

BEST QUARTER: Q4 1998 21.23% WORST QUARTER: Q3 2002 -17.08%
Year-to-date performance (through March 31, 2007) is 0.60%.

-------------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED 12/31/06)                                         1 YEAR         5 YEARS         10 YEARS
-------------------------------------------------------------------------------------------------------------------------
Class I Shares
-------------------------------------------------------------------------------------------------------------------------
   Return Before Taxes                                                   16.51%          6.21%           8.22%
-------------------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions(1)                                15.34%          4.87%           6.92%
-------------------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions and Sale of Fund Shares(1)(2)     11.44%          5.04%           6.78%
-------------------------------------------------------------------------------------------------------------------------
S&P 500(R) Index(3)                                                      15.78%          6.19%           8.44%
-------------------------------------------------------------------------------------------------------------------------

(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(2) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(3) The S&P 500(R) Index is a free float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total-return basis with net dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

Phoenix Insight Index Fund 13


PHOENIX INSIGHT SMALL-CAP GROWTH FUND

INVESTMENT OBJECTIVE

Phoenix Insight Small-Cap Growth Fund has an investment objective to seek to provide capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in the securities of small-cap companies, generally equity securities. The subadviser normally considers small-cap companies to include those with a market capitalization no larger than that of the largest company in the Russell 2000(R) Index, an index comprised of stocks with market capitalizations ranging from $39 million to $3.08 billion at December 31, 2006. As of December 31, 2006, the market capitalization of the equity issuers in which the fund was invested ranged from $256.9 million to $3.06 billion. The fund's policy of investing at least 80% of its assets in the securities of small-cap companies may be changed only upon 60 days written notice to shareholders.

> The fund seeks to invest in equity securities of companies that the subadviser believes offer superior prospects for growth, i.e., issues with the potential for accelerated earnings or revenue growth relative to the broader stock market and higher-than-average forecast earnings-growth rates. Valuation is a secondary consideration in stock selection.

> The subadviser seeks to maintain a risk level approximating that of the Russell 2000(R) Growth Index, an index that measures the performance of those Russell 2000(R) companies with higher price-to-book ratios and higher forecasted growth values.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Growth Stocks Risk - The risk that the fund's focus on growth investing will cause the fund to underperform when value investing is in favor.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Market Risk - The risk that the market value of the fund's investments will fluctuate as the stock and bond markets fluctuate.

o Small Company Risk - The risk that investments in smaller companies may be more volatile than investments in larger companies, as smaller companies generally experience higher growth and failure rates.

o Volatility Risk - The risk that performance will be affected by unanticipated events that cause major price changes in individual securities or market sectors.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 20.

14 Phoenix Insight Small-Cap Growth Fund


Performance Tables

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Small-Cap Growth Fund. The bar chart shows changes in the fund's Class I Shares performance from year to year over the life of the fund. The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

Calendar Year      Annual Return
    2002              -20.66
    2003               48.31
    2004               20.37
    2005                3.40
    2006                9.61

BEST QUARTER: Q2 2003 22.89% WORST QUARTER: Q3 2002 -15.51%
Year-to-date performance (through March 31, 2007) is 0.07%.

------------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS                                                                      SINCE INCEPTION
(FOR THE PERIODS ENDED 12/31/06)                                       1 YEAR        5 YEARS         (1/9/01)
------------------------------------------------------------------------------------------------------------------------
Class I Shares
------------------------------------------------------------------------------------------------------------------------
   Return Before Taxes                                                  9.61%         9.93%           7.66%
------------------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions(1)                               8.35%         9.50%           7.30%
------------------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions and Sale of Fund Shares(1)       7.41%         8.57%           6.60%
------------------------------------------------------------------------------------------------------------------------
S&P 500(R) Index(2)                                                    15.78%         6.19%           3.27%
------------------------------------------------------------------------------------------------------------------------
Russell 2000(R) Growth Index(3)                                        13.35%         6.93%           5.43%
------------------------------------------------------------------------------------------------------------------------

(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(2) The S&P 500(R) Index is a free float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total-return basis with net dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(3) The Russell 2000(R) Growth Index is a market capitalization-weighted index of growth-oriented stocks of the smallest 2,000 companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

Phoenix Insight Small-Cap Growth Fund 15


PHOENIX INSIGHT SMALL-CAP OPPORTUNITY FUND

INVESTMENT OBJECTIVE

Phoenix Insight Small-Cap Opportunity Fund has an investment objective to seek to provide capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in the securities of small-cap companies. These securities will normally be equities and equity-like instruments. The fund's subadviser normally considers small-cap companies to include those with a market capitalization no larger than that of the largest company in the Russell 2000(R) Index, an index comprised of stocks with market capitalizations ranging from $39 million to $3.08 billion at December 31, 2006. As of December 31, 2006, the market capitalization of the equity issuers in which the fund was invested ranged from $330.3 million to $7.01 billion. The fund's policy of investing at least 80% of its assets in the securities of small-cap companies may be changed only upon 60 days written notice to shareholders.

> The fund seeks to invest in the securities of companies that the subadviser believes have growth potential. In selecting securities, the subadviser focuses on those companies that appear to have potential for above average sales and earnings growth but are attractively valued relative to the securities of comparable companies.

> The subadviser seeks to maintain a risk level approximating that of the Russell 2000(R) Index.

Risks Related to Principal Investment Strategies

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Market Risk - The risk that the market value of the fund's investments will fluctuate as the stock and bond markets fluctuate.

o Small Company Risk - The risk that investments in smaller companies may be more volatile than investments in larger companies, as smaller companies generally experience higher growth and failure rates.

o Volatility Risk - The risk that performance will be affected by unanticipated events that cause major price changes in individual securities or market sectors.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 20.

16 Phoenix Insight Small-Cap Opportunity Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Small-Cap Opportunity Fund. The bar chart shows changes in the fund's Class I Shares performance from year to year over a 10-year period. The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

Calendar Year      Annual Return
    1997               25.47
    1998                1.16
    1999               40.14
    2000                6.75
    2001               -9.65
    2002              -14.58
    2003               52.02
    2004               24.16
    2005                4.55
    2006                8.73

BEST QUARTER: Q4 1999 28.21 WORST QUARTER: Q3 1998 -21.01%
Year-to-date performance (through March 31, 2007) is 0.46%.

--------------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED 12/31/06)                                          1 YEAR         5 YEARS         10 YEARS
--------------------------------------------------------------------------------------------------------------------------
Class I Shares
--------------------------------------------------------------------------------------------------------------------------
   Return Before Taxes                                                    8.73%           12.88%           12.14%
--------------------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions(1)                                 5.88%           11.18%           10.37%
--------------------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions and Sale of Fund Shares(1)(2)      9.01%           11.09%           10.27%
--------------------------------------------------------------------------------------------------------------------------
S&P 500(R)  Index(3)                                                     15.78%            6.19%            8.44%
--------------------------------------------------------------------------------------------------------------------------
Russell 2000(R) Index(4)                                                 18.37%           11.39%            9.44%
--------------------------------------------------------------------------------------------------------------------------

(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(2) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(3) The S&P 500(R) Index is a free float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total-return basis with net dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(4) The Russell 2000(R) Index is a market capitalization-weighted index of the 2,000 smallest companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

Phoenix Insight Small-Cap Opportunity Fund 17


PHOENIX INSIGHT SMALL-CAP VALUE FUND

INVESTMENT OBJECTIVES

Phoenix Insight Small-Cap Value Fund has an investment objective to seek to provide capital appreciation. Income is a secondary objective.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in the securities of small-cap companies. These securities will normally be equities and equity-like instruments. The fund's subadviser normally considers small-cap companies to include those with a market capitalization no larger than that of the largest company in the Russell 2000(R) Index, an index comprised of stocks with market capitalizations ranging from $39 million to $3.08 billion as of December 31, 2006. As of December 31, 2006, the market capitalization of the equity issuers in which the fund was invested ranged from $235 million to $3.2 billion. The fund's policy of investing at least 80% of its assets in the securities of small-cap companies may be changed only upon 60 days written notice to shareholders.

> The subadviser seeks securities it considers to be undervalued at the time of purchase. The subadviser uses a value investment strategy that seeks companies that are attractively valued relative to the securities of comparable companies. In searching for stocks with lower than average valuations, the subadviser considers, among other things, price-to-earnings and price-to-book ratios.

> The subadviser seeks to maintain a risk level approximating that of the Russell 2000(R) Value Index, an index that measures the performance of those Russell 2000(R) companies with lower price-to-book ratios and lower forecasted growth values.

Risks Related to Principal Investment Strategies

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Market Risk - The risk that the market value of the fund's investments will fluctuate as the stock and bond markets fluctuate.

o Small Company Risk - The risk that investments in smaller companies may be more volatile than investments in larger companies, as smaller companies generally experience higher growth and failure rates.

o Value Stocks Risk - The risk that the fund's focus on value investing will cause the fund to underperform when growth investing is in favor.

o Volatility Risk - The risk that performance will be affected by unanticipated events that cause major price changes in individual securities or market sectors.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 20.

18 Phoenix Insight Small-Cap Value Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Small-Cap Value Fund. The bar chart shows changes in the fund's Class I Shares performance from year to year over the life of the fund. The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

Calendar Year      Annual Return
    1998               -3.93
    1999                0.49
    2000               34.45
    2001                5.57
    2002              -12.76
    2003               43.04
    2004               28.92
    2005                8.90
    2006               10.92

BEST QUARTER: Q2 2003 20.16% WORST QUARTER: Q3 2002 -20.15%
Year-to-date performance (through March 31, 2007) is 1.17%.

-----------------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS                                                                          SINCE INCEPTION
(FOR THE PERIODS ENDED 12/31/06)                                          1 YEAR         5 YEARS         (3/24/97)
-----------------------------------------------------------------------------------------------------------------------------
Class I Shares
-----------------------------------------------------------------------------------------------------------------------------
   Return Before Taxes                                                    10.92%          14.21%            13.29%
-----------------------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions(1)                                  8.25%          12.38%            11.48%
-----------------------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions and Sale of Fund Shares(1)(2)      10.57%          12.06%            11.11%
-----------------------------------------------------------------------------------------------------------------------------
S&P 500(R) Index(3)                                                       15.78%           6.19%             7.87%
-----------------------------------------------------------------------------------------------------------------------------
Russell 2000(R) Value Index((4))                                          23.48%          15.37%            13.39%
-----------------------------------------------------------------------------------------------------------------------------

(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(2) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(3) The S&P 500(R) Index is a free float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total-return basis with net dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(4) The Russell 2000(R) Value Index is a market capitalization-weighted index of value-oriented stocks of the smallest 2,000 companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

Phoenix Insight Small-Cap Value Fund 19


RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

The value of a fund's investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of such fund's investments decreases, you will lose money.

Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease.

Specific risks of investing in the various Equity Funds are indicated in the chart below and described in detail following the chart.

------------------------------------------------------------------------------------------------------------------------------------
                                          CORE       EMERGING                               SMALL-CAP      SMALL-CAP     SMALL-CAP
RISKS FOR ONE              BALANCED      EQUITY      MARKETS       EQUITY       INDEX        GROWTH       OPPORTUNITY      VALUE
OR MORE FUNDS                FUND         FUND         FUND         FUND        FUND          FUND           FUND           FUND
------------------------------------------------------------------------------------------------------------------------------------
Allocation                     X
------------------------------------------------------------------------------------------------------------------------------------
Credit                         X
------------------------------------------------------------------------------------------------------------------------------------
Currency Rate                                           X
------------------------------------------------------------------------------------------------------------------------------------
Emerging Markets                                        X
------------------------------------------------------------------------------------------------------------------------------------
Foreign Securities             X                        X
------------------------------------------------------------------------------------------------------------------------------------
Geographic Concentration                                X
------------------------------------------------------------------------------------------------------------------------------------
Growth Stocks                                                                                   X
------------------------------------------------------------------------------------------------------------------------------------
Interest Rate                  X
------------------------------------------------------------------------------------------------------------------------------------
Leverage                                                                          X
------------------------------------------------------------------------------------------------------------------------------------
Manager                        X           X            X            X            X             X              X             X
------------------------------------------------------------------------------------------------------------------------------------
Market                         X           X            X            X            X             X              X             X
------------------------------------------------------------------------------------------------------------------------------------
Prepayment                     X
------------------------------------------------------------------------------------------------------------------------------------
Small Company                                                                                   X              X             X
------------------------------------------------------------------------------------------------------------------------------------

Small and Medium Company       X                        X                         X
------------------------------------------------------------------------------------------------------------------------------------
Value Stocks                                            X            X                                                       X

------------------------------------------------------------------------------------------------------------------------------------
Volatility                                 X            X            X                          X              X             X
------------------------------------------------------------------------------------------------------------------------------------

ALLOCATION RISK

The risk that the percentages of the fund's assets invested in equities and fixed income securities, respectively, will not be optimum for market conditions at a given time, which may cause a fund to underperform as compared to a fund with a more favorable allocation.

CREDIT RISK

The risk that an issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline. Debt securities rated below investment-grade are especially susceptible to this risk.

20 Phoenix Insight Equity Funds


CURRENCY RATE RISK

The risk that fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. Although a fund may engage in foreign currency hedge transactions to help reduce this risk, those transactions may not be effective or appropriate in particular situations nor, of course, will they protect against declines in security values.

EMERGING MARKETS RISK

The risk that the prices of emerging markets securities may be more volatile than those of their counterparts in more established foreign markets. Investments in less-developed countries whose markets are still emerging generally present risks in greater degree than those presented by investments in foreign issuers based in countries with developed securities markets and more advanced regulatory systems. Prior governmental approval may be required in some developing countries for the release of investment income, capital and sale proceeds to foreign investors, and some developing countries may limit the extent of foreign investment in domestic companies.

FOREIGN SECURITIES RISK

The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts owing in part to possible political or economic instability; limits on repatriation of capital; exchange controls or exchange rate fluctuations; less publicly available information as a result of accounting, auditing, and financial reporting standards different from those used in the U.S.; more volatile markets; less securities regulation; less favorable tax provisions; war or expropriation.

GEOGRAPHIC CONCENTRATION RISK

The risk that, if a fund concentrates its investments in a single country or region, its portfolio will be more susceptible to factors adversely affecting issuers located in that country or region than would a more geographically diverse portfolio of securities.

GROWTH STOCKS RISK

Because growth stocks typically make little or no dividend payments to shareholders, investment return is based on a stock's capital appreciation, making return more dependent on market increases and decreases. Growth stocks are therefore more susceptible than non-growth stocks to market changes, tending to drop more sharply when markets fall. Growth-oriented funds typically underperform when value investing is in favor.

INTEREST RATE RISK

The risk that bond prices overall will decline because of rising interest rates. With fixed-rate securities, an increase in prevailing interest rates typically causes the value of those securities to fall, while a decline in prevailing interest rates generally produces an increase in the market value of the securities. As interest rates increase, slower than expected principal payments may

Phoenix Insight Equity Funds 21


extend the average life of fixed income securities. This will have the effect of locking in a below-market interest rate, increasing a fund's duration and reducing the value of such a security. If a fund invests in asset-backed and mortgage-backed securities, it is more vulnerable to this risk. Changes in interest rates will affect the value of longer-term fixed income securities more than shorter-term securities and lower quality securities more than higher quality securities.

LEVERAGE RISK

The risk that downward price changes in a security may result in a loss greater than a fund's investment in the security. This risk exists through the use of certain securities or techniques (e.g., forward or futures contracts, derivative securities or purchases on margin) that tend to magnify changes in an index or market.

MANAGER RISK

The risk that poor security selection will cause a fund to underperform other funds with a similar investment objective.

MARKET RISK

The risk that the market value of a fund's investments will fluctuate as the stock and bond markets fluctuate. Market risk may affect a single issuer, industry or section of the economy or it may affect the market as a whole.

PREPAYMENT RISK

The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing a fund to reinvest in obligations with lower interest rates than the original obligations. As interest rates decline, the issuers of securities held by a fund may prepay principal earlier than scheduled, forcing a fund to reinvest in lower yielding securities. This prepayment may reduce a fund's income. If a fund invests in asset-backed and mortgage-backed securities, it is more vulnerable to this risk.

SMALL COMPANY RISK

The risk that investments in smaller companies may be more volatile than investments in larger companies, as smaller companies generally experience higher growth and failure rates. The trading volume of small company securities is normally lower than that of larger companies. Changes in the demand for the securities of smaller companies generally have a disproportionate effect on their market price, tending to make prices rise more in response to buying demand and fall more in response to selling pressure.

SMALL AND MEDIUM COMPANY RISK

Companies with small and medium market capitalizations are often companies with a limited operating history or companies in industries that have recently emerged due to cultural,

22 Phoenix Insight Equity Funds


economic, regulatory or technological developments. Such developments can have a significant impact or negative effect on small and medium market capitalization companies and their stock performance and can make investment returns highly volatile. Product lines are often less diversified and more susceptible to competitive threats. Small and medium market capitalization stocks are subject to varying patterns of trading volume and may, at times, be difficult to sell.

VALUE STOCKS RISK

Value stocks involve the risk that the value of the security will not be recognized for an unexpectedly long period of time, and that the security is not undervalued but is appropriately priced due to fundamental problems not yet apparent. Value-oriented funds typically underperform when growth investing is in favor.

VOLATILITY RISK

The risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or gains, war, or political events) that cause major price changes in individual securities or market sectors.

FUND FEES AND EXPENSES - EQUITY FUNDS

This table illustrates all fees and expenses that you may pay if you buy and hold Class I Shares of the Equity Funds.

CLASS I
SHARES

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)

Maximum Sales Charge (load) Imposed on Purchases
(as a percentage of offering price)                              None


Maximum Deferred Sales Charge (load) (as a
percentage of the lesser of the
value redeemed or the amount invested)                           None

Maximum Sales Charge (load) Imposed on
Reinvested Dividends                                             None

Redemption Fee                                                   None

Exchange Fee                                                     None

Phoenix Insight Equity Funds 23


CLASS I SHARES
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

                                            CORE       EMERGING                             SMALL-CAP      SMALL-CAP    SMALL-CAP
                            BALANCED       EQUITY      MARKETS       EQUITY      INDEX       GROWTH       OPPORTUNITY     VALUE
                            --------       ------      --------      ------      -----      ----------    -----------     -----
Management Fees               0.50%         0.70%        1.00%        0.70%       0.20%        0.75%        0.75%        0.70%
Shareholder
  Servicing Fees              0.05%         0.05%        0.05%        0.05%       0.05%        0.05%        0.05%        0.05%
Other Expenses(a)             0.24%         0.19%        0.33%        0.18%       0.27%        0.40%        0.18%        0.20%
Acquired Fund Fees and
  Expenses                      --            --           --           --        0.01%          --           --           --
                            ---------     ---------    ---------    --------    ----------    ----------   ----------   ----------

TOTAL ANNUAL
FUND OPERATING
EXPENSES                      0.79%         0.94%        1.38%        0.93%       0.53%(b)     1.20%(c)     0.98%        0.95%
                            ---------     ---------    ---------    --------    ----------    ----------   ----------   ----------

Waiver of Shareholder

  Servicing Fees(d)          (0.05)%       (0.05)%      (0.05)%      (0.05)%     (0.05)%      (0.05)%      (0.05)%      (0.05)%
                            ---------     ---------    ---------    --------    ----------    ----------   ----------   ----------

NET ANNUAL FUND
OPERATING
EXPENSES                     0.74%          0.89%        1.33%        0.88%       0.48%        1.15%        0.93%        0.90%
                            =========     =========    =========    ========    ==========    ==========   ==========   ==========
----------

(a) Restated to reflect current fee structure.

(b) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the Index Fund and do not include acquired fund fees and expenses.

(c) The fund's investment adviser has contractually agreed to limit the total operating expenses (excluding 12b-1 and/or other shareholder servicing fees, acquired fund fees and expenses, interest, taxes and extraordinary expenses) through December 31, 2007, so that such expenses do not exceed 1.20% for Class I Shares of the Small Cap Growth Fund. Actual Total Annual Fund Operating Expenses, after expense reimbursement, were 1.07% for Class I Shares of the Small-Cap Growth Fund. The adviser will not seek to recapture any operating expenses reimbursed under this arrangement, unless authorized to do so by the Board of Trustees.

(d) The fund's distributor has contractually agreed to waive the funds' Class I Shares shareholder servicing fees through April 30, 2008.

EXAMPLE
This example is intended to help you compare the cost of investing in a fund to the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in Class I Shares of a fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. Although your actual costs and the return on your investment may be higher or lower, based on these assumptions your costs would be:

--------------------------------------------------------------------------------
FUND                                1 YEAR     3 YEARS     5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Balanced                             $76        $237        $411        $933
--------------------------------------------------------------------------------
Core Equity                          $91        $284        $493       $1,110
--------------------------------------------------------------------------------
Emerging Markets                     $135       $421        $729       $1,615
--------------------------------------------------------------------------------
Equity                               $90        $281        $488       $1,099
--------------------------------------------------------------------------------
Index                                $49        $154        $269        $619
--------------------------------------------------------------------------------
Small-Cap Growth                     $117       $365        $633       $1,411
--------------------------------------------------------------------------------
Small-Cap Opportunity                $95        $296        $515       $1,157
--------------------------------------------------------------------------------
Small-Cap Value                      $92        $287        $498       $1,122
--------------------------------------------------------------------------------

The examples assume that the expense reimbursement obligations of the adviser, if any, are in effect through December 31, 2007 and the expense waiver obligations of the distributor are in effect though April 30, 2008. Thereafter, the examples do not reflect any expense reimbursement or waiver obligations.

24 Phoenix Insight Equity Funds


PHOENIX INSIGHT FIXED INCOME FUNDS

INTRODUCTION TO FIXED INCOME FUNDS

> Fixed Income Funds invest primarily in bonds, which are debt instruments that normally --

o Pay a set amount of interest on a regular basis.

o Repay the face amount, or principal, at a stated future date.

o Are issued by domestic and foreign corporations, federal and state governments, and their agencies.

> If you invest in a Fixed Income Fund, you risk losing your investment.

> Each fund's investment objective is not fundamental and may be changed by the Board of Trustees without approval by the fund's shareholders. There is no guarantee that a fund will achieve its objective.

> Temporary Defensive Strategy: During periods of adverse market conditions, each of the Fixed Income Funds, other than Phoenix Insight Short/Intermediate Bond Fund, may temporarily invest a substantial portion of its assets in investment-grade fixed income securities and money market instruments. When a fund takes such a defensive position, the fund may not be able to meet its investment objective.

> Each fund's principal risks are provided in an alphabetical listing within the fund description that follows. These risks are discussed in greater detail under "Risks Related to Principal Investment Strategies" beginning on page 44.

Phoenix Insight Fixed Income Funds 25


PHOENIX INSIGHT BOND FUND

INVESTMENT OBJECTIVE

Phoenix Insight Bond Fund has an investment objective to seek to provide a high level of total return, including a competitive level of current income.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in bonds. "Bonds" are fixed income debt securities of various types of issuers, including corporate bonds, mortgage-backed and asset-backed securities, U.S. Government securities and other short-term instruments. U.S. Government securities that the fund may invest in may be backed by:

o the full faith and credit of the U.S. Government;

o the full faith and credit of the U.S. Treasury; or

o may not be backed by either the U.S. Government or U.S. Treasury.

The fund intends to invest in bonds, at least 65% of which are rated at the time of investment Baa3 or higher by Moody's Investors Service or BBB- or higher by Standard & Poor's Corporation. The fund's policy of investing at least 80% of its assets in bonds may be changed only upon 60 days written notice to shareholders.

> The fund's subadviser uses a value-driven style that focuses on issue and sector selection, measured interest rate anticipation and trading opportunities.

> Securities selected for fund investment may be of any maturity or duration.
Duration measures the interest rate sensitivity of a fixed income security by assessing and weighting the present value of a security's payment pattern. Normally, the fund's dollar weighted average duration will vary between two and eight years. The subadviser may adjust the fund's dollar-weighted average duration based on changing expectations for the federal funds rate, the shape of the yield curve, swap spreads, mortgage prepayments, credit spreads, and capital market liquidity. For instance, if the federal funds rate is expected to rise, the subadviser may choose to move the fund's dollar-weighted average duration to the lower end of the band. Within this context, it is expected that the fund's dollar-weighted average maturity will range between three and fifteen years. On December 31, 2006, the average duration of the fund's fixed income securities was 4.60 years and the average adjusted maturity was 5.77 years. Typically, for a fund maintaining an average duration of 4.60 years, a one percent increase in interest rates would cause a 4.60% decrease in the value of the fund's fixed income assets. Similarly, a one percent decrease in interest rates typically would cause the value of the fund's fixed income assets to increase by 4.60%.

> Securities may be reviewed for sale due to anticipated changes in interest rates, changes in the creditworthiness of issuers, or general financial or market developments.

26 Phoenix Insight Bond Fund


> The subadviser's investment strategies may result in a higher portfolio turnover rate for the fund. A high portfolio turnover rate increases costs to the fund, negatively affects fund performance, and may increase capital gain distributions, resulting in greater tax liability to fund shareholders.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o High Yield Securities Risk - The risk that lower rated securities generally have a higher incidence of default and may be less liquid than higher rated securities.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

o Interest Rate Risk - The risk that bond prices overall will decline because of rising interest rates.

o Long-Term Maturities/Durations Risk - The risk of greater price fluctuations than would be associated with securities having shorter maturities or durations.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Prepayment Risk - The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing the fund to reinvest in obligations with lower interest rates than the original obligations.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 44.

Phoenix Insight Bond Fund 27


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Bond Fund. Prior to May 18, 2006, the fund was managed by Harris Investment Management, Inc. The bar chart shows changes in the fund's Class I Shares performance from year to year over a 10-year period. The table shows how the fund's average annual returns compare to those of a broad-based securities market index. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

Calendar Year      Annual Return
    1997                9.41
    1998                7.12
    1999               -0.91
    2000               13.06
    2001                8.32
    2002                7.18
    2003                3.92
    2004                4.07
    2005                2.44
    2006                3.85

BEST QUARTER: Q4 2000 5.04% WORST QUARTER: Q2 2004 -2.34%
Year-to-date performance (through March 31, 2007) is 1.21%.

---------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED 12/31/06)                                          1 YEAR      5 YEARS     10 YEARS
---------------------------------------------------------------------------------------------------------------
Class I Shares
---------------------------------------------------------------------------------------------------------------
   Return Before Taxes                                                     3.85%        4.28%       5.78%
---------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions(1)                                  2.02%        2.46%       3.49%
---------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions and Sale of Fund Shares(1)(2)       2.46%        2.57%       3.52%
---------------------------------------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index(3)                                    4.33%        5.06%       6.24%
---------------------------------------------------------------------------------------------------------------

(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(2) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(3) The Lehman Brothers Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

28 Phoenix Insight Bond Fund


PHOENIX INSIGHT HIGH YIELD BOND FUND

INVESTMENT OBJECTIVE

Phoenix Insight High Yield Bond Fund has an investment objective to seek to provide a high level of total return through a combination of income and capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in domestic and foreign high yield bonds that have a credit quality rated below "Baa" by Moody's Investors Service, Inc. (Moody's) and "BBB" by Standard and Poor's Corporation (S&P). "Bonds" are fixed income debt securities of various types of issuers, including corporate bonds, mortgage-backed and asset-backed securities, U.S. Government securities and other short-term instruments. The fund may also invest in a broad range of interest-rate sensitive securities, including preferred stocks, interest-rate futures contracts, and foreign currency futures and forwards for the purpose of hedging. The fund's policy of investing at least 80% of its assets in high yield bonds may be changed only upon 60 days written notice to shareholders.

> Principally, securities are selected from a broad universe of domestic high yield corporate bonds, although the fund may invest in other types of high yield securities. The fund's subadviser uses an investment process that focuses on adding value through issue selection, sector/industry selection and opportunistic trading. The subadviser evaluates market conditions in the context of broad macroeconomic trends. It generally overweights those sector/industries where well-valued companies can be identified and whose business profiles (and credit measures) are viewed to be improving.

> The subadviser considers credit research an integral component of its higher quality high yield investment process. It invests across the credit rating spectrum with an emphasis on securities that are moving up the credit rating scale of a nationally recognized statistical rating organization and generally those rated Ba/BB and B/B by Moody's, Standard & Poor's or Fitch, at the time of investment. If after the time of investment a security's rating declines, the fund is not obligated to sell the security.

> The subadviser attempts to maintain the duration of the fund at a level similar to that of its style benchmark. Duration measures the interest rate sensitivity of a fixed income security by assessing and weighting the present value of the security's payment pattern. Generally, the longer the maturity the greater the duration and, therefore, the greater effect interest rate changes have on the price of the security. At December 31, 2006, the modified duration to maturity for the benchmark and the fund was 4.42 and 4.10 years, respectively. Typically, for a fund maintaining a modified duration to maturity of 4.10 years, a one percent increase in interest rates would cause a 4.10% decrease in the value

Phoenix Insight High Yield Bond Fund 29


     of the fund's assets. Similarly, a one percent decrease in interest rates
     typically would cause the value of the fund's assets to increase by 4.10%

>    The subadviser's investment strategies may result in a higher portfolio

turnover rate for the fund. A high portfolio turnover rate increases costs to the fund, negatively affects fund performance, and may increase capital gain distributions, resulting in greater tax liability to fund shareholders.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Foreign Securities Risk - The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts.

o High Yield Securities (Junk Bond) Risk - The risk that lower rated securities generally have a higher incidence of default and may be less liquid than higher rated securities.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

o Interest Rate Risk - The risk that bond prices overall will decline because of rising interest rates.

o Leverage Risk - The risk that downward price changes in a security may result in a loss greater than the fund's investment in that security.

o Long-Term Maturities/Durations Risk - The risk of greater price fluctuations than would be associated with securities having shorter maturities or durations.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Prepayment Risk - The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing the fund to reinvest in obligations with lower interest rates than the original obligations.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 44.

Because of the speculative nature of the fund's investments, you should carefully consider the risks associated with this fund before you purchase shares.

30 Phoenix Insight High Yield Bond Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight High Yield Bond Fund. Prior to May 18, 2006, the fund's investment program and general operations were managed by Harris Investment Management, Inc. as adviser and HIM-Monegy, Inc. as subadviser. The bar chart shows the fund's Class I Shares performance from year to year over the life of the fund. The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

Calendar Year      Annual Return
    2003               18.14
    2004               10.65
    2005                1.94
    2006                7.31

BEST QUARTER: Q2 2003 6.71% WORST QUARTER: Q2 2006 -1.85%
Year-to-date performance (through March 31, 2007) is 3.05%.

------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS                                                        SINCE INCEPTION
(FOR THE PERIODS ENDED 12/31/06)                                        1 YEAR         (9/20/02)
------------------------------------------------------------------------------------------------------
Class I Shares
------------------------------------------------------------------------------------------------------
   Return Before Taxes                                                   7.31%           9.70%
------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions(1)                                4.73%           6.93%
------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions and Sale of Fund Shares(1)        4.68%           6.71%
------------------------------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index(2)                                  4.33%           4.02%
------------------------------------------------------------------------------------------------------
Lehman Brothers High Yield 2% Issuer Cap Index(3)                       10.76%          13.23%
------------------------------------------------------------------------------------------------------

(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(2) The Lehman Brothers Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(3) The Lehman Brothers High Yield 2% Issuer Cap Index is a market capitalization-weighted index that measures fixed rate non-investment grade debt securities of U.S. and non-U.S. corporations. No single issuer accounts for more than 2% of market cap. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

Phoenix Insight High Yield Bond Fund 31


PHOENIX INSIGHT INTERMEDIATE GOVERNMENT BOND FUND

INVESTMENT OBJECTIVE

Phoenix Insight Intermediate Government Bond Fund has an investment objective to seek to provide a high level of current income, consistent with preservation of capital.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in Government Bonds which are defined as:

o U.S. Treasury securities whose interest and principal payments are backed by the full faith and credit of the U.S. Government and securities issued by U.S. Government agencies and instrumentalities whose interest and principal payments may be supported by the full faith and credit of the U.S. Treasury (such as Government National Mortgage Association participation certificates); or

o Securities issued by U.S. Government agencies whose interest and principal payments are not backed by the full faith and credit of the U.S. Government and may be supported by the limited authority of the issuer to borrow from the U.S. Treasury (such as securities of the Federal Home Loan Bank); the discretionary authority of the U.S. Government to purchase certain obligations (such as securities of the Federal National Mortgage Association); or the credit of the issuer only; and, repurchase agreements collateralized by U.S. Government securities.

The fund's policy of investing at least 80% of its assets in Government Bonds may be changed only upon 60 days written notice to shareholders.

> The fund's subadviser may invest up to 20% of the fund's assets in one or more of the following types of securities, which normally will be investment-grade:

o Asset-backed securities

o Non-agency mortgage-backed securities

o Corporate bonds

5 The dollar-weighted average portfolio maturity (or average life with respect to mortgage-backed and asset-backed securities) generally will be in the intermediate range of between three and ten years. Maturity composition refers to the percentage of securities within specific maturity ranges as well as the aggregate weighted average portfolio maturity. On December 31, 2006, the average maturity of the Lehman Brothers Intermediate Government Bond Index was 4.03 years; the average adjusted maturity of the fund was 5.18 years.

32 Phoenix Insight Intermediate Government Bond Fund


RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

o Interest Rate Risk - The risk that bond prices overall will decline because of rising interest rates.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Prepayment Risk - The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing the fund to reinvest in obligations with lower interest rates than the original obligations.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 44.

Phoenix Insight Intermediate Government Bond Fund 33


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Intermediate Government Bond Fund. The bar chart shows changes in the fund's Class I Shares performance from year to year over the life of the fund. The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

Calendar Year      Annual Return
    1998                7.45
    1999               -0.80
    2000               13.18
    2001                7.74
    2002               10.39
    2003                2.41
    2004                3.05
    2005                2.49
    2006                4.37

BEST QUARTER: Q3 2002 5.22% WORST QUARTER: Q2 2004 -2.44%
Year-to-date performance (through March 31, 2007) is 1.53%.

-------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS                                                                    SINCE INCEPTION
(FOR THE PERIODS ENDED 12/31/06)                                        1 YEAR       5 YEARS      (3/24/97)
-------------------------------------------------------------------------------------------------------------------
Class I Shares
-------------------------------------------------------------------------------------------------------------------
   Return Before Taxes                                                  4.37%         4.50%          5.88%
-------------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions(1)                               2.54%         2.75%          3.73%
-------------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions and Sale of Fund Shares(1)(2)    2.81%         2.83%          3.72%
-------------------------------------------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index(3)                                 4.33%         5.06%          6.37%
-------------------------------------------------------------------------------------------------------------------
Lehman Brothers Intermediate Government Bond Index(4)                   3.84%         3.92%          5.57%
-------------------------------------------------------------------------------------------------------------------

(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(2) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(3) The Lehman Brothers Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(4) The Lehman Brothers Intermediate Government Bond Index measures intermediate-term bonds issued by the U.S. Treasury, government agencies, and quasi-federal corporations with maturities ranging from 1 to 9.99 years. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

34 Phoenix Insight Intermediate Government Bond Fund


PHOENIX INSIGHT INTERMEDIATE TAX-EXEMPT BOND FUND

INVESTMENT OBJECTIVE

Phoenix Insight Intermediate Tax-Exempt Bond Fund has an investment objective to seek to provide a high level of current income that is exempt from federal income tax.

Principal Investment Strategies

> The fund normally invests at least 80% of its assets in tax-exempt bonds, generally municipal securities. These securities generate income that is exempt from federal income tax and not subject to the federal alternative minimum tax. This policy is fundamental and may only be changed by shareholder approval. The fund may also invest in securities that generate income that is not exempt from federal or state income tax and is subject to the federal alternative minimum tax.

Income exempt from federal or state income tax may be subject to state or local income tax. Any capital gains distributed by the fund may be taxable.

The fund will normally purchase only securities that are investment grade.

> The subadviser employs:

o interest rate risk management techniques to temper the potential negative impact of interest rate increases on the fund's share price; and

o credit analysis to determine whether the municipalities issuing the bonds are likely to repay their debt.

> The fund also may invest in U.S. Government securities and securities with various forms of credit enhancement (such as bank letters of credit). The fund may buy and sell options and interest rate futures contracts to hedge against declines in the value of portfolio securities.

> Under normal market conditions, the fund's investments will have a dollar-weighted average portfolio maturity in a range of three to twelve years. Maturity composition refers to the percentage of securities within specific maturity ranges as well as the aggregate weighted average portfolio maturity. On December 31, 2006, the average maturity of the Lehman Brothers 3-15 Year Blend Municipal Bond Index was 8.38 years; the average adjusted maturity of the fund was 6.4 years.

Phoenix Insight Intermediate Tax-Exempt Bond Fund 35


RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o    Credit Risk - The risk that an issuer of a security will fail to pay
     interest or principal in a timely manner or that negative perceptions of
     the issuer's ability to make such payments will cause the price of the
     security to decline.

o    Income Risk - The risk that falling interest rates will cause the fund's
     income to decline.

o    Interest Rate Risk - The risk that bond prices overall will decline because
     of rising interest rates.

o    Leverage Risk - The risk that downward price changes in a security may
     result in a loss greater than the fund's investment in that security.

o    Manager Risk - The risk that poor security selection will cause the fund to
     underperform other funds with a similar investment objective.

o Municipal Market Risk - The risk that certain factors may negatively affect the value of municipal securities and, as a result, the share price of the fund.

o Prepayment Risk - The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing the fund to reinvest in obligations with lower interest rates than the original obligations.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 44.

36 Phoenix Insight Intermediate Tax-Exempt Bond Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Intermediate Tax-Exempt Bond Fund. The bar chart shows changes in the fund's Class I Shares performance from year to year over a 10-year period. The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

Calendar Year      Annual Return
    1997                6.41
    1998                4.94
    1999               -0.43
    2000               11.21
    2001                5.58
    2002                9.82
    2003                4.64
    2004                3.02
    2005                2.19
    2006                4.45

BEST QUARTER: Q3 2002 4.66% WORST QUARTER: Q2 2004 -2.26%
Year-to-date performance (through March 31, 2007) is 0.61%.

---------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED 12/31/06)                                      1 YEAR     5 YEAR      10 YEARS
---------------------------------------------------------------------------------------------------------
Class I Shares
---------------------------------------------------------------------------------------------------------
   Return Before Taxes                                                 4.45%      4.79%        5.13%
---------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions(1)                              4.14%      4.73%        5.05%
---------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions and Sale of Fund Shares(1)(2)   4.85%      4.74%        5.02%
---------------------------------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index(3)                                4.33%      5.06%        6.24%
---------------------------------------------------------------------------------------------------------
Lehman Brothers 3-15 Year Blend Municipal Bond Index(4)                4.17%      4.96%       5.39%(5)
---------------------------------------------------------------------------------------------------------

(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(2) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(3) The Lehman Brothers Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(4) The Lehman Brothers 3-15 Year Blend Municipal Bond Index is an unmanaged index of investment grade municipal bonds with maturities of 3-15 years. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(5) Since 2/29/96.

Phoenix Insight Intermediate Tax-Exempt Bond Fund 37


PHOENIX INSIGHT SHORT/INTERMEDIATE BOND FUND

INVESTMENT OBJECTIVE

Phoenix Insight Short/Intermediate Bond Fund has an investment objective to seek to provide a high level of total return, including a competitive level of current income.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in bonds with a short/intermediate-term average maturity. "Bonds" are fixed income debt securities of various types of issuers, including corporate bonds, mortgage-backed and asset-backed securities, U.S. Government securities and other short-term instruments. The fund's policy of investing at least 80% of its assets in short/intermediate bonds may be changed only upon 60 days written notice to shareholders.

> The fund generally invests in investment grade securities. Investment grade securities are those with credit ratings, at the time of acquisition, within the four highest rating categories of a nationally recognized statistical rating organization, or if unrated, those that the subadviser determines, pursuant to procedures reviewed and approved by the Board of Trustees, are of comparable quality.

> The fund may invest in bonds and debentures, U.S. Government securities, U.S. dollar denominated debt obligations of foreign governments, mortgage-backed and asset-backed securities, municipal securities, zero-coupon securities, other floating/variable rate obligations, and options and interest-rate futures contracts.

> The fund normally maintains a dollar-weighted average maturity (or average life with respect to mortgage-backed and asset-backed securities) of between two and five years.

Temporary Defensive Strategy. If a defensive position is warranted, the fund may hold short-term U.S. Government securities (such as Treasury bills), high-quality money market instruments and cash. When the fund takes such a defensive position, the fund may not be able to meet its investment objective.

Risks Related to Principal Investment Strategies

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Foreign Securities Risk - The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

38 Phoenix Insight Short/Intermediate Bond Fund


o Interest Rate Risk - The risk that bond prices overall will decline because of rising interest rates.

o Leverage Risk - The risk that downward price changes in a security may result in a loss greater than the fund's investment in that security.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Prepayment Risk - The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing the fund to reinvest in obligations with lower interest rates than the original obligations.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 44.

Phoenix Insight Short/Intermediate Bond Fund 39


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Short/Intermediate Bond Fund. The bar chart shows changes in the fund's Class I Shares performance from year to year over a 10-year period. The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

Calendar Year      Annual Return
    1997                7.15
    1998                7.01
    1999                0.81
    2000               10.40
    2001                7.86
    2002                6.40
    2003                4.11
    2004                2.92
    2005                1.36
    2006                4.25

BEST QUARTER: Q3 2001 4.16% WORST QUARTER: Q2 2004 -2.22%
Year-to-date performance (through March 31, 2007) is 1.45%.

-------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED 12/31/06)                                       1 YEAR      5 YEARS     10 YEARS
-------------------------------------------------------------------------------------------------------------
Class I Shares
-------------------------------------------------------------------------------------------------------------
   Return Before Taxes                                                  4.25%       3.80%        5.19%
-------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions(1)                               2.71%       2.22%        3.15%
-------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions and Sale of Fund Shares(1)(2)    2.74%       2.30%        3.17%
-------------------------------------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index(3)                                 4.33%       5.06%        6.24%
-------------------------------------------------------------------------------------------------------------
Lehman Brothers Intermediate Government/Credit Bond Index(3)            4.08%       4.53%        5.81%
-------------------------------------------------------------------------------------------------------------

(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(2) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(3) The Lehman Brothers Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(4) The Lehman Brothers Intermediate Government/Credit Bond Index measures U.S. investment grade government and corporate debt securities with an average maturity of 4 to 5 years. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

40 Phoenix Insight Short/Intermediate Bond Fund


PHOENIX INSIGHT TAX-EXEMPT BOND FUND

INVESTMENT OBJECTIVE

Phoenix Insight Tax-Exempt Bond Fund has an investment objective to seek to provide a high level of current income that is exempt from federal income tax.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in tax-exempt bonds, generally municipal securities with varying maturities. These securities generate income that is exempt from federal income tax and not subject to the federal alternative minimum tax. This policy is fundamental and may only be changed by shareholder approval. The fund may also invest in securities that generate income that is not exempt from federal or state income tax and is subject to the federal alternative minimum tax.

Income exempt from federal or state income tax may be subject to state or local income tax. Any capital gains distributed by the fund may be taxable.

The fund will normally purchase only securities that are investment grade.

> The subadviser employs:

o interest rate risk management techniques to temper the potential negative impact of interest rate increases on the fund's share price; and

o credit analysis to determine whether the municipalities issuing the bonds are likely to repay their debt.

> The fund also may invest in U.S. Government securities and securities with various forms of credit enhancement (such as bank letters of credit). The fund may buy and sell options and interest rate futures contracts to hedge against declines in the value of portfolio securities.

> In pursuit of higher income, the subadviser normally favors longer-term bonds that typically mature in ten years or more. In exchange for this higher potential income, investors may experience higher share-price volatility than would occur through investments with shorter maturities.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

Phoenix Insight Tax-Exempt Bond Fund 41


o Interest Rate Risk - The risk that bond prices overall will decline because of rising interest rates.

o Leverage Risk - The risk that downward price changes in a security may result in a loss greater than the fund's investment in that security.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Municipal Market Risk - The risk that certain factors may negatively affect the value of municipal securities and, as a result, the share price of the fund.

o Prepayment Risk - The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing the fund to reinvest in obligations with lower interest rates than the original obligations.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 44.

42 Phoenix Insight Tax-Exempt Bond Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Tax-Exempt Bond Fund. The bar chart shows changes in the fund's Class I Shares performance from year to year over a 10-year period. The table shows how the fund's average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

Calendar Year      Annual Return
    1997                8.55
    1998                4.88
    1999               -3.07
    2000               14.41
    2001                6.02
    2002               11.42
    2003                5.81
    2004                3.46
    2005                2.76
    2006                4.67

BEST QUARTER: Q4 2000 6.20% WORST QUARTER: Q2 2004 -2.69%
Year-to-date performance (through March 31, 2007) is 0.64%.

------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED 12/31/06)                                       1 YEAR       5 YEAR       10 YEARS
------------------------------------------------------------------------------------------------------------
Class I Shares
------------------------------------------------------------------------------------------------------------
   Return Before Taxes                                                 4.67%         5.58%         5.79%
------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions(1)                              4.29%         5.40%         5.62%
------------------------------------------------------------------------------------------------------------
   Return After Taxes on Distributions and Sale of Fund Shares(1)(2)   5.13%         5.45%         5.61%
------------------------------------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index(3)                                4.33%         5.06%         6.24%
------------------------------------------------------------------------------------------------------------
Lehman Brothers Municipal Bond Index(4)                                4.84%         5.53%         5.76%(5)
------------------------------------------------------------------------------------------------------------

(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

(2) The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on sale of fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.

(3) The Lehman Brothers Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(4) The Lehman Brothers Municipal Bond Index is a market capitalization-weighted index that measures the long-term tax-exempt bond market. The index is calculated on a total-return basis. The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

(5) Since 2/29/96.

Phoenix Insight Tax-Exempt Bond Fund 43


RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

The value of your shares and the level of income you receive are subject to risks associated with the types of securities selected for fund investment. Neither a fund, nor its adviser or subadviser, can assure you that a particular level of income will consistently be achieved or that the value of the fund's investments that supports your share value will increase. If the value of fund investments decreases, your share value will decrease.

Specific risks of investing in the various Fixed Income Funds are indicated in the chart below and are described in detail following the chart.

---------------------------------------------------------------------------------------------------------------------------
                                                           INTERMEDIATE     INTERMEDIATE        SHORT/
RISKS FOR ONE OR                   BOND     HIGH YIELD      GOVERNMENT       TAX-EXEMPT      INTERMEDIATE     TAX-EXEMPT
MORE FUNDS                         FUND      BOND FUND      BOND FUND        BOND FUND        BOND FUND       BOND FUND
---------------------------------------------------------------------------------------------------------------------------
Credit                               X           X              X                X                X               X
---------------------------------------------------------------------------------------------------------------------------
Foreign Securities                               X                                                X
---------------------------------------------------------------------------------------------------------------------------
High Yield Securities                X           X
---------------------------------------------------------------------------------------------------------------------------
Income                               X           X              X                X                X               X
---------------------------------------------------------------------------------------------------------------------------
Interest Rate                        X           X              X                X                X               X
---------------------------------------------------------------------------------------------------------------------------
Leverage                                         X                               X                X               X
---------------------------------------------------------------------------------------------------------------------------

Long-Term Maturities/Durations       X           X

---------------------------------------------------------------------------------------------------------------------------
Manager                              X           X              X                X                X               X
---------------------------------------------------------------------------------------------------------------------------
Municipal Market                                                                 X                                X
---------------------------------------------------------------------------------------------------------------------------
Prepayment                           X           X              X                X                X               X
---------------------------------------------------------------------------------------------------------------------------

CREDIT RISK

The risk that an issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline. Debt securities rated below investment-grade are especially susceptible to this risk.

FOREIGN SECURITIES RISK

The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts owing in part to possible political or economic instability; limits on repatriation of capital; exchange controls or exchange rate fluctuations; less publicly available information as a result of accounting, auditing, and financial reporting standards different from those used in the U.S.; more volatile markets; less securities regulation; less favorable tax provisions; war or expropriation.

44 Phoenix Insight Fixed Income Funds


HIGH YIELD SECURITIES (JUNK BOND) RISK

Securities rated "BB" or below by S&P or "Ba" or below by Moody's are known as "high yield" securities and are commonly referred to as "junk bonds". These securities involve greater risk of loss due to credit deterioration and are less liquid, especially during periods of economic uncertainty or change, than higher-quality debt securities. Lower-rated debt securities generally have a higher risk that the issuer of the security may default and not make the payment of interest or principal.

INCOME RISK

The risk that falling interest rates will cause a fund's income to decline. A fund's dividends decline when interest rates fall because the fund then must invest in lower-yielding bonds.

INTEREST RATE RISK

The risk that bond prices overall will decline because of rising interest rates. With fixed-rate securities, an increase in prevailing interest rates typically causes the value of those securities to fall, while a decline in prevailing interest rates generally produces an increase in the market value of the securities. As interest rates increase, slower than expected principal payments may extend the average life of fixed income securities. This will have the effect of locking in a below-market interest rate, increasing a fund's duration and reducing the value of such a security. If a fund invests in asset-backed and mortgage-backed securities, it is more vulnerable to this risk. Changes in interest rates will affect the value of longer-term fixed income securities more than shorter-term securities and lower quality securities more than higher quality securities.

LEVERAGE RISK

The risk that downward price changes in a security may result in a loss greater than a fund's investment in the security. This risk exists through the use of certain securities or techniques (e.g., forward or futures contracts, derivative securities or purchases on margin) that tend to magnify changes in an index or market.

LONG-TERM MATURITIES/DURATIONS RISK

Fixed income securities with longer maturities or durations may be subject to greater price fluctuations due to interest rate, tax law, and general market changes than securities with shorter maturities or durations.

MANAGER RISK

The risk that poor security selection will cause a fund to underperform other funds with a similar investment objective.

MUNICIPAL MARKET RISK

The risk that certain factors may negatively affect the value of municipal securities, and, as a result, the share price of a fund that invests in them. These factors include political or legislative

Phoenix Insight Fixed Income Funds 45


changes, uncertainties related to the tax status of the securities or the rights of investors in the securities. A fund may invest in municipal obligations that are related in such a way (e.g., multiple apparently unrelated issues that depend on the financial rating or support of a single government unit) that an economic, business or political development or change that affects one of these obligations would also affect the others.

PREPAYMENT RISK

The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing a fund to reinvest in obligations with lower interest rates than the original obligations. As interest rates decline, the issuers of securities held by a fund may prepay principal earlier than scheduled, forcing a fund to reinvest in lower yielding securities. This prepayment may reduce a fund's income. If a fund invests in asset-backed and mortgage-backed securities, it is more vulnerable to this risk.

46 Phoenix Insight Fixed Income Funds


FUND FEES AND EXPENSES - FIXED INCOME FUNDS

The tables below illustrate all fees and expenses that you may pay if you buy and hold Class I Shares of the Fixed Income Funds.

CLASS I
SHARES

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)

Maximum Sales Charge (load) Imposed on Purchases
(as a Percentage of offering price)                                    None

Maximum Deferred Sales Charge (load) (as a percentage of
lesser of the value redeemed or the amount invested)                   None

Maximum Sales Charge (load) Imposed on Reinvested Dividends            None

Redemption Fee                                                         None

Exchange Fee                                                           None

CLASS I SHARES
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

                                                  HIGH      INTERMEDIATE     INTERMEDIATE       SHORT/        TAX-
                                                  YIELD      GOVERNMENT       TAX-EXEMPT     INTERMEDIATE    EXEMPT
                                     BOND         BOND          BOND             BOND            BOND         BOND
                                    -----         ----          ----             ----            ----         ----
Management Fees                      0.50%        0.45%         0.45%            0.45%           0.55%        0.45%

Shareholder Servicing Fees           0.05%        0.05%         0.05%            0.05%           0.05%        0.05%

Other Expenses(a)                    0.18%        0.25%         0.46%            0.17%           0.18%        0.24%
                                                                                                              0.01%
Acquired Fund Fees and Expenses       --           --           0.01%             --              --          0.01%
                                    ------       ------        ------           ------          ------       ------

TOTAL ANNUAL FUND OPERATING
EXPENSES                             0.73%(c)     0.75%         0.97%(b)(c)      0.67%(c)        0.78%(c)      0.75%(b)(c)
                                    ------       ------        ------           ------          ------       ------

Waiver of Shareholder
   Servicing Fee(d)                 (0.05)%      (0.05)%       (0.05)%          (0.05)%         (0.05)%       (0.05)%
                                    ------       ------        ------           ------          ------       ------
NET ANNUAL FUND OPERATING
EXPENSES                             0.68%        0.70%         0.92%            0.62%           0.73%         0.70%
                                    ======       ======        ======           ======          ======        ======

(a) Restated to reflect current fee structure.

(b) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the Intermediate Government Bond Fund and the Tax-Exempt Bond Fund and do not include acquired fund fees and expenses.

(c) The fund's investment adviser has contractually agreed to limit total operating expenses (excluding 12b-1 and/or other shareholder servicing fees, acquired fund fees and expenses, interest, taxes, and extraordinary expenses) through December 31, 2007, so that such expenses do not exceed 0.65% for Class I Shares of the Bond Fund, 0.55% for Class I Shares of the Intermediate Government Bond Fund, 0.65% for Class I Shares of the Intermediate Tax-Exempt Bond Fund, 0.75% for Class I Shares of the Short/Intermediate Bond Fund, and 0.65% for Class I Shares of the Tax-Exempt Bond Fund. Actual Total Annual Fund Operating Expenses, after expense reimbursements, were 0.57% for Class I Shares of the Bond Fund, 0.47% for Class I Shares of the Intermediate Government Bond Fund, 0.51% for Class I Shares of the Intermediate Tax-Exempt Bond Fund, 0.63% for Class I Shares of the Short/Intermediate Bond Fund, and 0.54% for Class I Shares of the Tax-Exempt Bond Fund. The adviser will not seek to recapture any operating expenses reimbursed under this arrangement, unless authorized to do so by the Board of Trustees.

(d) The fund's distributor has contractually agreed to waive the funds' Class I Shares shareholder servicing fees through April 30, 2008.

Phoenix Insight Fixed Income Funds 47


EXAMPLE
This example is intended to help you compare the cost of investing in a fund to the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in Class I Shares of a fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. Although your actual costs and the return on your investment may be higher or lower, based on these assumptions your costs would be:

--------------------------------------------------------------------------------
  FUND                              1 YEAR     3 YEARS    5 YEARS   10 YEARS
--------------------------------------------------------------------------------
  Bond                               $69        $218        $379      $861
--------------------------------------------------------------------------------
  High Yield Bond                    $72        $224        $390      $885
--------------------------------------------------------------------------------
  Intermediate Government Bond       $94        $293        $509     $1,145
--------------------------------------------------------------------------------
  Intermediate Tax-Exempt Bond       $63        $199        $346      $789
--------------------------------------------------------------------------------
  Short/Intermediate Bond            $75        $233        $406      $921
--------------------------------------------------------------------------------
  Tax-Exempt Bond                    $72        $224        $390      $885
--------------------------------------------------------------------------------

The examples assume that the expense reimbursement obligations of the adviser, if any, are in effect through December 31, 2007 and the expense waiver obligations of the distributor are in effect through April 30, 2008. Thereafter, the examples do not reflect any expense waiver or reimbursement obligations.

48 Phoenix Insight Fixed Income Funds


PHOENIX INSIGHT MONEY MARKET FUNDS

INTRODUCTION TO MONEY MARKET FUNDS

> Money market funds invest in short-term money market instruments issued by banks, other U.S. corporations, the U.S. Government, state or local governments, and other entities. These securities may include certificates of deposit, bankers' acceptances, variable rate demand notes, fixed-term obligations, commercial paper, asset-backed securities and repurchase agreements.

> Money market funds must conform to a number of regulations, including rules that require each fund to:

o limit the dollar-weighted average maturity of their investments to 90 days or less;

o buy only high-quality, short-term money market instruments; and

o buy securities with remaining maturities no longer than 397 days.

> Each fund's investment objective is not fundamental and may be changed by the Board of Trustees without approval by the fund's shareholders. There is no guarantee that a fund will achieve its objective.

> An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

> Each fund's principal risks are provided in an alphabetical listing within the fund description that follows. These risks are discussed in detail under "Risks Related to Principal Investment Strategies" beginning on page 56.

Phoenix Insight Money Market Funds 49


PHOENIX INSIGHT GOVERNMENT MONEY MARKET FUND

INVESTMENT OBJECTIVE

Phoenix Insight Government Money Market Fund has an investment objective to seek to provide as high a level of current income from government obligations as is consistent with preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

>        The fund invests only in high-quality, short-term money market
         instruments that, in the opinion of the fund's subadviser, present
         minimal credit risks. The fund normally invests at least 80% of its
         assets in government money market securities which are defined as:


         o  U.S. Treasury securities whose interest and principal payments are
            backed by the full faith and credit of the U.S. Government and
            securities issued by U.S. Government agencies and instrumentalities
            whose interest and principal payments may be supported by the full
            faith and credit of the U.S. Treasury (such as Government National
            Mortgage Association participation certificates); or

         o  Securities issued by the U.S. Government whose interest and
            principal payments are not backed by the full faith and credit of
            the U.S. Government and may be supported by the limited authority of
            the issuer to borrow from the U.S. Treasury (such as securities of
            the Federal Home Loan Bank); the discretionary authority of the U.S.
            Government to purchase certain obligations (such as securities of
            the Federal National Mortgage Association); or the credit of the
            issuer only; and repurchase agreements collateralized by U.S.
            Government securities.

         The fund's policy of investing at least 80% of its assets in government
         short-term money market instruments may be changed only upon 60 days
         written notice to shareholders.


>        The fund will purchase only securities (other than U.S. Government
         securities) that have been rated within the two highest rating
         categories by at least two nationally recognized statistical rating
         organizations, unless only one such agency has rated the security, (or,
         if not rated, are considered by the adviser to be of comparable
         quality). No more than 5% of the fund's assets will be invested in
         securities in the second highest rating category. The fund's current
         income generally will be lower than the income provided by funds that
         invest in securities with longer maturities or lower quality.

50 Phoenix Insight Government Money Market Fund


RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Counterparty Risk - The risk that the fund incurs when it engages in certain investment techniques where it relies on the other party to consummate the transaction and is subject to the risk of default by the other party.

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Principal Stability Risk - The risk that the fund may not be able to maintain a stable net asset value of $1.00.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 56.

PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Government Money Market Fund. The bar chart shows changes in the fund's Class I Shares performance from year to year over a 10-year period. The table shows the fund's average annual returns for one, five and ten years. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

                Calendar Year           Annual Return (%)
                     1997                     5.48
                     1998                     5.43
                     1999                     5.04
                     2000                     6.24
                     2001                     4.04
                     2002                     1.65
                     2003                     1.02
                     2004                     1.23
                     2005                     3.06
                     2006                     4.92

       BEST QUARTER: Q4 2000  1.61%     WORST QUARTER: Q3 2003  0.22%
--------------------------------------------------------------------------------

  AVERAGE ANNUAL TOTAL RETURNS
  (FOR THE PERIODS ENDED 12/31/06)      1 YEAR       5 YEARS     10 YEARS
--------------------------------------------------------------------------------
  Class I Shares                        4.92%         2.37%       3.79%
--------------------------------------------------------------------------------

The fund's 7-day yield on December 31, 2006 was 5.15% for Class I Shares.

Phoenix Insight Government Money Market Fund 51


PHOENIX INSIGHT MONEY MARKET FUND

INVESTMENT OBJECTIVE
Phoenix Insight Money Market Fund has an investment objective to seek to provide as high a level of current income as is consistent with its investment policies and with preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

>        The fund invests only in high-quality, short-term money market
         instruments that, in the opinion of the fund's subadviser, present
         minimal credit risks. The fund invests in a broad range of short-term
         money market instruments, including U.S. Government securities,
         repurchase agreements, as well as bank and commercial obligations.
         Commercial paper purchased by the fund will consist of U.S.
         dollar-denominated direct obligations of domestic and foreign corporate
         issuers, including bank holding companies.


>        The fund will purchase only U.S. dollar-denominated securities. In
         addition, the fund will purchase only securities (other than U.S.
         Government securities) that have been rated within the two highest
         rating categories by at least two nationally recognized rating
         agencies, unless only one such agency has rated the security, (or, if
         not rated, are considered by the subadviser to be of comparable
         quality). No more than 5% of the fund's assets will be invested in
         securities in the second highest rating category. The fund's current
         income generally will be lower than the income provided by funds that
         invest in securities with longer maturities or lower quality.

Risks Related to Principal Investment Strategies
o Counterparty Risk - The risk that the fund incurs when it engages in certain investment techniques where it relies on the other party to consummate the transaction and is subject to the risk of default by the other party.

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Foreign Securities - The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

52 Phoenix Insight Money Market Fund


o Principal Stability Risk - The risk that the fund may not be able to maintain a stable net asset value of $1.00.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies on page 56.

PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Money Market Fund. The bar chart shows changes in the fund's Class I Shares performance from year to year over a 10-year period. The table shows the fund's average annual returns for one, five and ten years. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

                Calendar Year           Annual Return (%)
                     1997                     5.66
                     1998                     5.61
                     1999                     5.29
                     2000                     6.46
                     2001                     4.21
                     2002                     1.84
                     2003                     1.10
                     2004                     1.29
                     2005                     3.15
                     2006                     5.04


        BEST QUARTER: Q4 2000  1.66%     WORST QUARTER: Q3 2003  0.24%
--------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS
  (FOR THE PERIODS ENDED 12/31/06)        1 YEAR         5 YEARS    10 YEARS
--------------------------------------------------------------------------------
  Class I Shares                          5.04%           2.47%      3.95%
--------------------------------------------------------------------------------

The fund's 7-day yield on December 31, 2006 was 5.23% for Class I Shares.

Phoenix Insight Money Market Fund 53


PHOENIX INSIGHT TAX-EXEMPT MONEY MARKET FUND

INVESTMENT OBJECTIVE
Phoenix Insight Tax-Exempt Money Market Fund has an investment objective to seek to provide as high a level of current income that is exempt from federal income taxes as is consistent with its investment policies and with preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

>        The fund normally invests at least 80% of its assets in high-quality,
         short-term money market instruments that generate income that is
         generally exempt from federal income tax and are not subject to the
         alternative minimum tax. This policy is fundamental and may only be
         changed by shareholder approval. The fund may also invest in securities
         that generate income that is not exempt from federal or state income
         tax.

         Income exempt from federal or state income tax may be subject to state
         or local income tax. Any capital gains distributed by the fund may be
         taxable.

>        The fund will invest primarily in U.S. dollar-denominated municipal
         securities.


>        The fund will purchase only securities (other than U.S. Government
         securities) that have been rated within the two highest rating
         categories by at least two nationally recognized rating agencies,
         unless only one such agency has rated the security, (or, if not rated,
         are considered by the subadviser to be of comparable quality). The
         fund's current income generally will be lower than the income provided
         by funds that invest in securities with taxable income or securities
         with longer maturities or lower quality.


>        Depending on market conditions, the fund may temporarily hold up to
         20% of the current value of its assets in securities whose interest
         income is subject to taxation.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES
o   Counterparty Risk - The risk that the fund incurs when it engages in certain
    investment techniques where it relies on the other party to consummate the
    transaction and is subject to the risk of default by the other party.

o   Credit Risk - The risk that an issuer of a security will fail to pay
    interest or principal in a timely manner or that negative perceptions of the
    issuer's ability to make such payments will cause the price of the security
    to decline.

o   Income Risk - The risk that falling interest rates will cause the fund's
    income to decline.

o   Manager Risk - The risk that poor security selection will cause the fund to
    underperform other funds with a similar investment objective.

54 Phoenix Insight Tax-Exempt Money Market Fund

o   Municipal Market Risk - The risk that certain factors may negatively affect
    the value of municipal securities and, as a result, the share price of the
    fund.

o   Principal Stability Risk - The risk that the fund may not be able to
    maintain a stable net asset value of $1.00.

For a more detailed description of above risks, see Risks Related to Principal Investment Strategies, page 56.

PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Tax-Exempt Money Market Fund. The bar chart shows changes in the fund's Class I Shares performance from year to year over a 10-year period. The table shows the fund's average annual returns for one, five and ten years. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

                Calendar Year           Annual Return (%)
                     1997                     3.47
                     1998                     3.35
                     1999                     3.07
                     2000                     3.94
                     2001                     2.70
                     2002                     1.35
                     2003                     0.90
                     2004                     1.01
                     2005                     2.23
                     2006                     3.41


      BEST QUARTER: Q4 2000  1.03%     WORST QUARTER: Q3 2003  0.18%
--------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS
  (FOR THE PERIODS ENDED 12/31/06)       1 YEAR      5 YEARS     10 YEARS
--------------------------------------------------------------------------------
  Class I Shares                         3.41%        1.77%       2.54%
--------------------------------------------------------------------------------

The fund's 7-day yield on December 31, 2006 was 3.67% for Class I Shares.

Phoenix Insight Tax-Exempt Money Market Fund 55


RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

An investment in a Money Market Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund.

Specific risks of investing in the various Money Market Funds are indicated in the chart below and described in detail following the chart.

--------------------------------------------------------------------------------------------------------
  RISKS FOR ONE OR                GOVERNMENT               MONEY MARKET            TAX-EXEMPT MONEY
  MORE FUNDS                  MONEY MARKET FUND                FUND                  MARKET FUND
--------------------------------------------------------------------------------------------------------
  Counterparty                        X                          X                        X
--------------------------------------------------------------------------------------------------------
  Credit                              X                          X                        X
--------------------------------------------------------------------------------------------------------
  Foreign Securities                                             X
--------------------------------------------------------------------------------------------------------
  Income                              X                          X                        X
--------------------------------------------------------------------------------------------------------
  Manager                             X                          X                        X
--------------------------------------------------------------------------------------------------------
  Municipal Market                                                                        X
--------------------------------------------------------------------------------------------------------
  Principal Stability                 X                          X                        X
--------------------------------------------------------------------------------------------------------

COUNTERPARTY RISK

The risk that a fund incurs when it engages in repurchase, reverse repurchase, derivative, when-issued, forward-commitment, delayed-settlement and securities-lending transactions or other similar transactions with another party, relies on the other party to consummate the transaction and is subject to the risk of default by the other party. Failure of the other party to consummate the transaction may result in the fund's incurring a loss or missing an opportunity to obtain a price believed to be advantageous.

CREDIT RISK

The risk that an issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline. Debt securities rated below investment-grade are especially susceptible to this risk.

FOREIGN SECURITIES RISK

The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts owing in part to possible political or economic instability; limits on repatriation of capital; exchange controls or exchange rate fluctuations; less publicly available information as a result of accounting, auditing, and financial reporting standards different from those used in the U.S.; more volatile markets; less securities regulation; less favorable tax provisions; war or expropriation.

56 Phoenix Insight Money Market Funds


INCOME RISK

The risk that falling interest rates will cause a fund's income to decline. A fund's dividends decline when interest rates fall because the fund then must invest in lower-yielding bonds.

MANAGER RISK

The risk that poor security selection will cause a fund to underperform other funds with a similar investment objective.

MUNICIPAL MARKET RISK

The risk that certain factors may negatively affect the value of municipal securities, and, as a result, the share price of a fund that invests in them. These factors include political or legislative changes, uncertainties related to the tax status of the securities or the rights of investors in the securities. A fund may invest in municipal obligations that are related in such a way (e.g., multiple apparently unrelated issues that depend on the financial rating or support of a single government unit) that an economic, business or political development or change that affects one of these obligations would also affect the others.

PRINCIPAL STABILITY RISK

The risk that a money market fund may not be able to maintain a stable net asset value of $1.00 per share.

Phoenix Insight Money Market Funds 57


FUND FEES AND EXPENSES - MONEY MARKET FUNDS

The tables below illustrate all the fees and expenses that you may pay if you buy and hold Class I Shares of the Money Market Funds.

                                                                                                         CLASS I
                                                                                                         SHARES
                                                                                                         ------
 SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

 Maximum Sales Charge (load) Imposed on Purchases                                                         None

 Maximum Deferred Sales Charge (load) (as a percentage of the lesser of the value redeemed                None
 or the amount invested)

 Maximum Sales Charge (load) Imposed on Reinvested Dividends                                              None

 Redemption Fee                                                                                           None

 Exchange Fee                                                                                             None
ANNUAL FUND OPERATING EXPENSES

(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

                                                            GOVERNMENT           MONEY          TAX-EXEMPT
                                                            MONEY MARKET         MARKET         MONEY MARKET
                                                            ------------         ------         ------------

Management Fees                                                0.10%              0.10%             0.10%
Shareholder Servicing Fees                                     0.05%              0.05%             0.05%
Other Expenses(a)                                              0.15%              0.08%(b)          0.10%
TOTAL ANNUAL FUND OPERATING EXPENSES                           0.30%              0.23%             0.25%
                                                               -----              -----             -----
Waiver of Shareholder Servicing Fee(c)                        (0.05)%            (0.05)%           (0.05)%
                                                               -----              -----             -----
NET ANNUAL FUND OPERATING EXPENSES                             0.25%              0.18%             0.20%
                                                               =====              =====             =====


(a) Restated to reflect current fee structure.

(b) Effective October 1, 2006, the fund's investment adviser voluntarily agreed to limit the total operating expenses (excluding 12b-1 and/or other shareholder servicing fees, interest, taxes and extraordinary expenses), so that such expenses do not exceed 0.18% for Class I Shares of the Money Market Fund, after waiver of the shareholder servicing fee by the fund's distributor. Actual Total Annual Fund Operating Expenses, after expense reimbursement, were 0.17% for Class I Shares of the Money Market Fund. The adviser may discontinue this expense cap at any time. The adviser will not seek to recapture any operating expenses reimbursed under this arrangement, unless authorized to do so by the Board of Trustees.

(c) The fund's distributor has contractually agreed to waive the funds' Class I Shares shareholder servicing fees through April 30, 2008.

EXAMPLE

This example is intended to help you compare the cost of investing in Class I Shares of the fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

58 Phoenix Insight Money Market Funds


-----------------------------------------------------------------------------------------------------------------
   FUND                                        1 YEAR           3 YEARS           5 YEARS           10 YEARS
-----------------------------------------------------------------------------------------------------------------

   Government Money Market                       $26               $80              $141              $333
-----------------------------------------------------------------------------------------------------------------
   Money Market                                  $18               $58              $101              $245
-----------------------------------------------------------------------------------------------------------------
   Tax-Exempt Money Market                       $20               $64              $113              $270
-----------------------------------------------------------------------------------------------------------------

The examples assume that the expense waiver obligations of the distributor are in effect through April 30, 2008. Thereafter, the examples do not reflect any expense waiver obligations.

Note: Your actual expenses for the Money Market Class I Shares may be lower than those shown in the table above since the expense levels used to calculate the figures shown do not include the voluntary reimbursement of expenses over a certain level by the fund's investment adviser.

Phoenix Insight Money Market Funds 59


ADDITIONAL INVESTMENT TECHNIQUES AND RELATED RISKS

EQUITY FUNDS

In addition to the Principal Investment Strategies and Related Risks, each of the Equity Funds may engage in additional investment techniques that present additional risks to a fund as indicated in the chart below. Each risk is described in the Risks Related to Principal Investment Strategies section starting on page 20. Many of the additional investment techniques that a fund may use are more fully described in the Trust's Statement of Additional Information.

---------------------------------------------------------------------------------------------------------------------------------
                                            CORE     EMERGING                           SMALL-CAP     SMALL-CAP      SMALL-CAP
                              BALANCED     EQUITY     MARKETS     EQUITY      INDEX      GROWTH      OPPORTUNITY       VALUE
  RISKS                        FUND         FUND       FUND        FUND       FUND        FUND           FUND          FUND
---------------------------------------------------------------------------------------------------------------------------------
  Counterparty                   X           X           X           X          X           X             X              X
---------------------------------------------------------------------------------------------------------------------------------
  Credit                                                 X
---------------------------------------------------------------------------------------------------------------------------------
  Currency Rate                  X
---------------------------------------------------------------------------------------------------------------------------------
  Foreign Securities                         X                       X                      X             X              X
---------------------------------------------------------------------------------------------------------------------------------
  Interest Rate                                          X
---------------------------------------------------------------------------------------------------------------------------------
  Leverage                       X           X                       X                      X             X              X
---------------------------------------------------------------------------------------------------------------------------------
  Small Company
---------------------------------------------------------------------------------------------------------------------------------
  Volatility                     X                                              X
---------------------------------------------------------------------------------------------------------------------------------

FIXED INCOME FUNDS AND THE MONEY MARKET FUND

In addition to the Principal Investment Strategies and Related Risks, each of the Fixed Income Funds may engage in additional investment techniques that present additional risks to a fund as indicated in the chart below. Each risk is described in the Risks Related to Principal Investment Strategies section starting on page 44, except Market Risk which may be found on page 22. Many of the additional investment techniques that a fund may use are more fully described in the Trust's Statement of Additional Information.

------------------------------------------------------------------------------------------------------------------------------------
                                                           INTERMEDIATE  INTERMEDIATE
                                       BOND    HIGH YIELD   GOVERNMENT    TAX-EXEMPT    SHORT/INTERMEDIATE  TAX-EXEMPT     MONEY
  RISKS                                FUND    BOND FUND    BOND FUND     BOND FUND          BOND FUND       BOND FUND  MARKET FUND

------------------------------------------------------------------------------------------------------------------------------------
  Counterparty                          X          X            X             X                  X               X
------------------------------------------------------------------------------------------------------------------------------------
  Foreign Securities                    X                       X
------------------------------------------------------------------------------------------------------------------------------------
  Leverage                              X                       X
------------------------------------------------------------------------------------------------------------------------------------
  Long-Term Maturities/Durations                                X
------------------------------------------------------------------------------------------------------------------------------------
  Market                                X          X            X             X                  X               X
------------------------------------------------------------------------------------------------------------------------------------

  Municipal Market                      X                                                                                    X

------------------------------------------------------------------------------------------------------------------------------------

60 Phoenix Insight Funds Trust


MANAGEMENT OF THE FUNDS

The Adviser

Phoenix Investment Counsel, Inc. (Phoenix) is the investment adviser to each fund in the Phoenix Insight Funds Trust and is located at 56 Prospect Street, Hartford, CT 06115. Phoenix acts as the investment adviser for over 60 mutual funds and as adviser to institutional clients. Phoenix has acted as an investment adviser for over 70 years. As of December 31, 2006, Phoenix had approximately $28.7 billion in assets under management.

Subject to the direction of the funds' Board of Trustees, Phoenix is responsible for managing each fund's investment program, and for the general operations of the funds, including oversight of each fund's subadviser. Each fund's subadviser manages the investments of that fund. In the case of all of the funds other than the Bond Fund, High Yield Bond Fund and Emerging Markets Fund, Phoenix has appointed and oversees the activities of Harris Investment Management, Inc. ("Harris") as the investment subadviser for each of the funds. Prior to May 18, 2006, Harris was each fund's investment adviser. In the case of the Bond Fund and High Yield Bond Fund, Phoenix has appointed and oversees the activities of SCM Advisors LLC (formerly Seneca Capital Management LLC, ("SCM Advisors") as the investment subadviser. In the case of the Emerging Markets Fund, Phoenix has appointed and oversees the activities of Vontobel Asset Management, Inc., ("Vontobel") as the investment subadviser.

The funds each separately pay Phoenix a monthly investment management fee that is accrued daily against the value of the fund's net assets at the following rates:

MANAGEMENT FEES

Balanced Fund                                                    0.50%
-------------------------------------------------------------------------------

Core Equity Fund                                                 0.70%
-------------------------------------------------------------------------------
Emerging Markets Fund                                            1.00%
-------------------------------------------------------------------------------
Equity Fund                                                      0.70%
-------------------------------------------------------------------------------
Index Fund                                                       0.20%
-------------------------------------------------------------------------------
Small-Cap Growth Fund                                            0.75%
-------------------------------------------------------------------------------
Small-Cap Opportunity Fund                                       0.75%
-------------------------------------------------------------------------------
Small-Cap Value Fund                                             0.70%
-------------------------------------------------------------------------------
Bond Fund                                                        0.50%
-------------------------------------------------------------------------------
High Yield Bond Fund                                             0.45%
-------------------------------------------------------------------------------
Intermediate Government Bond Fund                                0.45%
-------------------------------------------------------------------------------
Intermediate Tax-Exempt Bond Fund                                0.45%
-------------------------------------------------------------------------------
Short/Intermediate Bond Fund                                     0.55%
-------------------------------------------------------------------------------
Tax-Exempt Bond Fund                                             0.45%
-------------------------------------------------------------------------------


                                                 Phoenix Insight Funds Trust 61


The Government Money Market Fund, Money Market Fund and Tax-Exempt Money Market Fund each pay Phoenix 0.14% of the fund's first $100 million of net assets, plus 0.10% of the fund's remaining net assets.

During the last fiscal year, the funds paid total management fees as follows:
Balanced Fund - $427,260; Core Equity Fund - $1,066,166; Emerging Markets Fund - $3,198,679; Equity Fund - $2,089,600; Index Fund - $160,981; Small-Cap Growth Fund - $176,747; Small-Cap Opportunity Fund - $4,192,604; Small-Cap Value Fund - $3,191,683; Bond Fund - $1,017,226; High Yield Bond Fund - $332,152; Intermediate Government Bond Fund - $115,953; Intermediate Tax-Exempt Bond Fund - $1,081,603; Short/Intermediate Bond Fund - $1,574,359; Tax-Exempt Bond Fund - $529,990; Government Money Market Fund - $569,172; Money Market Fund - $5,000,450; and Tax-Exempt Money Market Fund - $1,334,217.

THE SUBADVISERS

Harris is the subadviser to all of the funds, except Emerging Markets Fund, Bond Fund and High Yield Bond Fund, and is located at 190 South LaSalle Street, 4th Floor, P. O. Box 755, Chicago, IL 60603. Harris has been an investment adviser since 1989. Harris is a wholly-owned subsidiary of Harris Bankcorp, Inc. Harris Bankcorp, Inc. is a wholly-owned subsidiary of Harris Financial Corp., which is a wholly-owned subsidiary of Bank of Montreal, a publicly-traded Canadian banking institution. As of December 31, 2006, Harris had approximately $16.4 billion in assets under management.

Vontobel (formerly named Vontobel USA Inc.) is the subadviser to the Emerging Markets Fund and is located at 450 Park Avenue, New York, NY 10022. Vontobel is a wholly-owned and controlled subsidiary of Vontobel Holding AG, a Swiss bank holding company, having its registered offices in Zurich, Switzerland. In addition to U.S. registered investment companies, Vontobel also acts as the adviser to five series of a Luxembourg investment fund that accepts investments from non-U.S. investors only and that was organized by an affiliate of Vontobel. Vontobel has provided investment advisory services to mutual fund clients since 1990. As of December 31, 2006, Vontobel managed in excess of $7 billion.

SCM Advisors is the subadviser to the Bond Fund and High Yield Bond Fund and is located at 909 Montgomery Street, San Francisco, CA 94133. SCM Advisors acts as subadviser to six mutual funds and as investment adviser to institutions and individuals. As of December 31, 2006, SCM Advisors had $11.2 billion in assets under management. SCM Advisors has been an investment adviser since 1989.

Phoenix pays Harris a subadvisory fee payable on the fund's average daily net assets at the following rates:

 -------------------------------------------------------------------------------
 Balanced Fund                                                    0.28%
 -------------------------------------------------------------------------------
 Core Equity Fund                                                 0.38%
 -------------------------------------------------------------------------------
 Equity Fund                                                      0.38%
 -------------------------------------------------------------------------------

62 Phoenix Insight Funds Trust


-------------------------------------------------------------------------------
Index Fund                                                       0.13%
-------------------------------------------------------------------------------
Small-Cap Growth Fund                                            0.405%
-------------------------------------------------------------------------------
Small-Cap Opportunity Fund                                       0.405%
-------------------------------------------------------------------------------
Small-Cap Value Fund                                             0.38%
-------------------------------------------------------------------------------
Intermediate Government Bond Fund                                0.255%
-------------------------------------------------------------------------------
Intermediate Tax-Exempt Bond Fund                                0.255%
-------------------------------------------------------------------------------
Short/Intermediate Bond Fund                                     0.305%
-------------------------------------------------------------------------------
Tax-Exempt Bond Fund                                             0.255%
-------------------------------------------------------------------------------

With respect to the Government Money Market Fund, Money Market Fund and Tax-Exempt Money Market Fund, Phoenix pays Harris a subadvisory fee at the annual rate of 0.07% of each fund's first $100 million of net assets, plus 0.05% of the fund's remaining net assets.

For each fund, the subadvisory fee payable to Harris will be reduced by 50% of any reimbursements or waivers by Phoenix.

Phoenix pays Vontobel a subadvisory fee at the following rates:

-------------------------------------------------------------------------------
                          First $200 million     Net assets over $200 million
-------------------------------------------------------------------------------
Emerging Markets Fund           0.50%                       0.45%
-------------------------------------------------------------------------------

Phoenix pays SCM Advisors a subadvisory fee of the average daily net assets at the following rates:

-------------------------------------------------------------------------------
Bond Fund                                                   0.25%
-------------------------------------------------------------------------------
High Yield Bond Fund                                        0.225%
-------------------------------------------------------------------------------

A discussion regarding the basis for the Board of Trustees approving the investment advisory agreement with Phoenix and the subadvisory agreements with Harris, Vontobel and SCM Advisors is available in the funds' semiannual report covering the period from January 1, 2006 through June 30, 2006.

PORTFOLIO MANAGERS OF THE PHOENIX INSIGHT EQUITY FUNDS

BALANCED FUND

C. THOMAS JOHNSON, CFA, Senior Partner, Head of Equities and Portfolio Manager
(Harris)
Mr. Johnson joined Harris in 1990. He has served as manager of the fund since it commenced operations in 1997 and has 37 years of experience in portfolio management.

LAURA ALTER, Senior Partner, Head of Fixed Income and Portfolio Manager
(Harris)
Prior to joining Harris in 1994, Ms. Alter served as portfolio manager for a major mutual fund investment management firm. She has 22 years of experience in the fixed-income investment area and has served as a manager of the fund since 2005. Ms. Alter is also a manager of the

Phoenix Insight Funds Trust 63


Intermediate Government Bond Fund, the Intermediate Tax-Exempt Bond Fund, the Short/Intermediate Bond Fund and the Tax-Exempt Bond Fund.

DANIEL L. SIDO, Senior Partner and Portfolio Manager (Harris) Prior to joining Harris in 1994, Mr. Sido served as portfolio manager for a trust company, managing equity and fixed income portfolios. He has over 23 years of investment management experience and was appointed as a manager of the fund in May 2006. Mr. Sido is also a manager of the Core Equity Fund, the Equity Fund and the Index Fund.

MAUREEN SVAGERA, CFA, Senior Partner and Portfolio Manager (Harris) Prior to joining Harris in 1994, Ms. Svagera was Principal/Vice President at an investment management firm where she focused on the mortgage- and asset-backed securities markets. She has 24 years of experience in the fixed-income market and was appointed as a manager of the fund in May 2006. Ms. Svagera is also a manager of the Intermediate Government Bond Fund and the Short/Intermediate Bond Fund.

CORE EQUITY FUND

MARK WIMER, CFA, Principal and Portfolio Manager (Harris) Prior to joining Harris in 2006, Mr. Wimer over the previous five years was Director of Quantitative Research at an investment management firm and also worked in investment model development, consulting, sales and marketing and risk analysis for a full service financial services firm. He has 12 years of total investment management experience and was appointed as a manager of the fund in May 2006. Mr. Wimer is also a manager of the Equity Fund and the Index Fund.

T. ANDREW JANES, J.D., CFA, Partner and Portfolio Manager (Harris) Mr. Janes joined Harris in 1999. He has served as a manager of the fund since then and has 21 years of portfolio management, investment research and trust administration experience. Mr. Janes is also a manager of the Equity Fund.

DANIEL L. SIDO, Senior Partner and Portfolio Manager (Harris) Mr. Sido was appointed as a manager of the fund in 2005. See information for the Balanced Fund.

EMERGING MARKETS FUND

RAJIV JAIN, Managing Director and Senior Vice President (Vontobel Mr. Jain is a Senior Portfolio Manager in the International Equity Group and has 18 years of investment management experience. Mr. Jain joined Vontobel Asset Management, Inc. in 1994. Before joining Vontobel he held a portfolio management position at Swiss Bank Corporation. Mr. Jain was appointed as a manager of the fund in May 2006.

EQUITY FUND

DANIEL L. SIDO, Senior Partner and Portfolio Manager (Harris) Mr. Sido has served as a manager of the fund since 2003. See information for the Balanced Fund.

T. ANDREW JANES, J.D., CFA, Partner and Portfolio Manager (Harris) Mr. Janes has served as a manager of the fund since 2005. See information for the Core Equity Fund.

64 Phoenix Insight Funds Trust


MARK WIMER, CFA, Principal and Portfolio Manager (Harris) Mr. Wimer was appointed as a manager of the fund in May 2006. See information for the Core Equity Fund.

INDEX FUND

DANIEL L. SIDO, Senior Partner and Portfolio Manager (Harris) Mr. Sido has served as a manager of the fund since 2004. See information for the Balanced Fund.

MARK WIMER, CFA, Principal and Portfolio Manager (Harris) Mr. Wimer was appointed as a manager of the fund in May 2006. See information for the Core Equity Fund.

SMALL-CAP GROWTH FUND

JASON BULINSKI, Principal and Portfolio Manager (Harris) Prior to joining Harris in 2003, Mr. Bulinski was a credit associate for a large banking institution from 2001 to 2003 and served as co-manager of an endowment fund for a university from 2002 to 2004. He has five years of investment management experience and was appointed as a manager of the fund in May 2006. Mr. Bulinski is also a manager of the Small-Cap Opportunity Fund and the Small-Cap Value Fund.

THOMAS P. LETTENBERGER, CFA, Principal and Portfolio Manager (Harris) Prior to joining Harris in 2005, Mr. Lettenberger was a portfolio manager at an asset management firm from 2000 to 2005 with responsibility for institutional and mutual fund accounts. He has nine years of investment management experience and was appointed as a manager of the fund in May 2006. Mr. Lettenberger is also a manager of the Small-Cap Opportunity Fund and the Small-Cap Value Fund.

TODD SANDERS, CFA, Principal, Portfolio Manager (Harris) Prior to joining Harris in 2006, Mr. Sanders was a portfolio manager for an investment management firm from 1998 to 2006. He has a total of 15 years of industry experience, including portfolio management and quantitative analysis, and was appointed as a manager of the fund in May 2006. Mr. Sanders is also a manager of the Small-Cap Opportunity Fund and the Small-Cap Value Fund.

SMALL-CAP OPPORTUNITY FUND

TODD SANDERS, CFA, Principal, Portfolio Manager (Harris) Mr. Sanders was appointed as a manager of the fund in May 2006. See information for the Small-Cap Growth Fund.

THOMAS P. LETTENBERGER, CFA, Principal and Portfolio Manager (Harris) Mr. Lettenberger was appointed as a manager of the fund in May 2006. See information for the Small-Cap Growth Fund.

JASON BULINSKI, Principal and Portfolio Manager (Harris) Mr. Bulinski was appointed as a manager of the fund in May 2006. See information for the Small-Cap Growth Fund.

Phoenix Insight Funds Trust 65


SMALL-CAP VALUE FUND

THOMAS P. LETTENBERGER, CFA, Principal and Portfolio Manager (Harris) Mr. Lettenberger was appointed as a manager of the fund in May 2006. See information for the Small-Cap Growth Fund.

JASON BULINSKI, Principal and Portfolio Manager (Harris) Mr. Bulinski was appointed as a manager of the fund in May 2006. See information for Small-Cap Growth Fund.

TODD SANDERS, CFA, Principal, Portfolio Manager (Harris) Mr. Sanders was appointed as a manager of the fund in May 2006. See information for the Small-Cap Growth Fund.

PORTFOLIO MANAGERS OF THE PHOENIX INSIGHT FIXED INCOME FUNDS

BOND FUND

ALBERT GUTIERREZ, Fixed Income Chief Investment Officer, Executive Committee, Chair (SCM Advisors)
Prior to joining SCM Advisors in 2002, Mr. Gutierrez headed the portfolio management, trading and investment systems at American General Investment Management from 2000 to 2002, and served in a similar capacity for twelve years at Conseco Capital Management. Mr. Gutierrez was appointed as a manager of the fund in May 2006. He is also a manager of the High Yield Bond Fund.

AL ALAIMO, Fixed Income Portfolio Manager & Director of Research (SCM Advisors)
Prior to joining SCM Advisors in 2001, Mr. Alaimo was Managing Director of Banc of America Securities LLC. Mr. Alaimo was appointed as a manager of the fund in May 2006. He is also a manager of the High Yield Bond Fund.

ROBERT L. BISHOP, Fixed Income Portfolio Manager and Trader (SCM Advisors) Prior to joining SCM Advisors in 2002, Mr. Bishop was in Corporate Bond Sales with Merrill Lynch from 1989 to 2002. He has 27 years of investment experience and was appointed as a manager of the fund in May 2006.

ANDREW S. CHOW, Fixed Income Portfolio Manager and Analyst (SCM Advisors) Prior to joining SCM Advisors in 2002, Mr. Chow was a portfolio manager for a sizeable and highly ranked convertible bond fund at ING Pilgrim from 2000 to 2002. Mr. Chow was appointed as a manager of the fund in May 2006.

HIGH YIELD BOND FUND

ALBERT GUTIERREZ, Fixed Income CIO, Executive Committee, Chair (SCM Advisors) Mr. Gutierrez was appointed as a manager of the fund in May 2006. See information for the Bond Fund.

AL ALAIMO, Fixed Income Portfolio Manager & Director of Research (SCM Advisors)
Mr. Alaimo was appointed as a manager of the fund in May 2006. See information for the Bond Fund.

66 Phoenix Insight Funds Trust


INTERMEDIATE GOVERNMENT BOND FUND

MAUREEN SVAGERA, CFA, Senior Partner and Portfolio Manager (Harris) Ms. Svagera has served as a manager of the fund since 1997. See information for the Balanced Fund.

LAURA ALTER, Senior Partner, Head of Fixed Income and Portfolio Manager
(Harris)
Ms. Alter has served as a manager of the fund since 2005. See information for the Balanced Fund.

CAROL H. LYONS, Partner and Portfolio Manager (Harris) Ms. Lyons joined Harris in 1995. She was appointed a manager of the fund in May 2006 and has 27 years of fixed income portfolio management and sales experience. Ms. Lyons is also a manager of the Short/Intermediate Bond Fund.

INTERMEDIATE TAX-EXEMPT BOND FUND

GEORGE W. SELBY, CPA, Partner and Portfolio Manager (Harris) Prior to joining Harris in 1998, Mr. Selby served as Executive Director of Municipal Bond Sales for a brokerage firm. He has 24 years of municipal bond sales experience and has served as a manager of the fund since 1998. Mr. Selby is also a manager of the Tax-Exempt Bond Fund.

KIMBERLY J. KEYWELL, Principal and Portfolio Manager (Harris) Prior to joining Harris in 1995, Ms. Keywell served as an Associate Portfolio Manager for the trust department of a large banking institution. She has 15 years of investment management experience and has served as a manager of the fund since 2005. Ms. Keywell is also a manager of the Tax-Exempt Bond Fund, the Government Money Market Fund, the Money Market Fund and the Tax-Exempt Money Market Fund.

LAURA ALTER, Senior Partner, Head of Fixed Income and Portfolio Manager
(Harris)
Ms. Alter was appointed as a manager of the fund in May 2006. See information for the Balanced Fund.

SHORT/INTERMEDIATE BOND FUND

LAURA ALTER, Senior Partner, Head of Fixed Income and Portfolio Manager
(Harris)
Ms. Alter has served as a manager of the fund since 1994. See information for the Balanced Fund.

MAUREEN SVAGERA, CFA, Senior Partner and Portfolio Manager (Harris) Ms. Svagera has served as a manager of the fund since 1996. See information for the Balanced Fund.

CAROL H. LYONS, Partner and Portfolio Manager (Harris) Ms. Lyons has served as a manager of the fund since 2005. See information for the Intermediate Government Bond Fund.

TAX-EXEMPT BOND FUND

GEORGE W. SELBY, CPA, Partner and Portfolio Manager (Harris) Mr. Selby has served as a manager of the fund since 1998. See information for the Intermediate Tax-Exempt Bond Fund.

Phoenix Insight Funds Trust 67


KIMBERLY J. KEYWELL, Principal and Portfolio Manager (Harris) Ms. Keywell has served as a manager of the fund since 2005. See information for the Intermediate Tax-Exempt Bond Fund.

LAURA ALTER, Senior Partner, Head of Fixed Income and Portfolio Manager
(Harris)
Ms. Alter was appointed as a manager of the fund in May 2006. See information for the Balanced Fund.

PORTFOLIO MANAGERS OF THE PHOENIX INSIGHT MONEY MARKET FUNDS

GOVERNMENT MONEY MARKET FUND

PETER J. ARTS, Principal, Head of Cash Management and Portfolio Manager
(Harris)
Mr. Arts joined Harris in 1995. He has 13 years of investment management experience and has served as a manager of the fund since 2004. Mr. Arts is also a manager of the Money Market Fund and the Tax-Exempt Money Market Fund.

BOYD R. EAGER, Principal and Portfolio Manager (Harris) Mr. Eager joined Harris in 1996. He has 11 years of investment management experience and has served as a manager of the fund since 2004. Mr. Eager is also a manager of the Money Market Fund and the Tax-Exempt Money Market Fund.

KIMBERLY J. KEYWELL, Principal and Portfolio Manager (Harris) Ms. Keywell was appointed as a manager of the fund in May 2006. See information for the Intermediate Tax-Exempt Bond Fund.

MONEY MARKET FUND

PETER J. ARTS, Principal, Head of Cash Management and Portfolio Manager (Harris) Mr. Arts has served as a manager of the fund since 2004. See information for the Government Money Market Fund. Boyd R. Eager, Principal and Portfolio Manager (Harris) Mr. Eager has served as a manager of the fund since 2004. See information for the Government Money Market Fund.

BOYD R. EAGER, Principal and Portfolio Manager (Harris) Mr. Eager has served as a manager of the fund since 2004. See information for the Government Money Market Fund.

KIMBERLY J. KEYWELL, Principal and Portfolio Manager (Harris) Ms. Keywell was appointed as a manager of the fund in 2006. See information for the Intermediate Tax-Exempt Bond Fund.

TAX-EXEMPT MONEY MARKET FUND

KIMBERLY J. KEYWELL, Principal and Portfolio Manager (Harris) Ms. Keywell has served as a manager of the fund since 1998. See information for the Intermediate Tax-Exempt Bond Fund.

PETER J. ARTS, Principal, Head of Cash Management and Portfolio Manager
(Harris)
Mr. Arts has served as a manager of the fund since 2004. See information for the Government Money Market Fund.

68 Phoenix Insight Funds Trust


BOYD R. EAGER, Principal and Portfolio Manager (Harris) Mr. Eager was appointed as a manager of the fund in May 2006. See information for the Government Money Market Fund.

Please refer to the Statement of Additional Information for additional information about each fund's Portfolio Managers including the structure of and method of computing compensation, other accounts they manage and their ownership of shares of the funds.

PRICING OF FUND SHARES

HOW IS THE SHARE PRICE DETERMINED?

Each fund calculates a share price for each class of its shares. The share price for each class is based on the net assets of the fund and the number of outstanding shares of that class. In general, each fund calculates a share price for each class by:

o adding the values of all securities and other assets of the fund;

o subtracting liabilities; and

o dividing the result by the total number of outstanding shares of that class.

Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded, or, if no closing price is available, at the last bid price. Debt securities (other than short-term investments) are valued on the basis of broker quotations or valuations provided by a pricing service, which in determining value utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Securities held in the Money Market Funds are valued at amortized cost. As required, some securities and assets are valued at fair value as determined in good faith by, or under the direction of, the Board of Trustees. Other assets, such as accrued interest, accrued dividends and cash are also included in determining a fund's net asset value.

Liabilities: Accrued liabilities for class specific expenses (if any), distribution fees, service fees and other liabilities are deducted from the assets of each class. Accrued expenses and liabilities that are not class specific (such as management fees) are allocated to each class in proportion to each class's net assets except where an alternative allocation can be more appropriately made.

Net Asset Value: The liabilities allocated to a class are deducted from the proportionate interest of such class in the assets of the applicable fund. The resulting amount for each class is then divided by the number of shares outstanding of that class to produce each class's net asset value per share.

Phoenix Insight Funds Trust 69


For Non-Money Market Funds, the net asset value per share of each class of each fund is determined as of the close of trading (normally 4:00 PM eastern time) on days when the New York Stock Exchange (the "NYSE") is open for trading. A Non-Money Market Fund will not calculate its net asset value per share class on days when the NYSE is closed for trading. For Money Market Funds, the net asset value of each class of each fund is determined as of the times indicated below on each business day, except on those days the Securities Industry and Financial Markets Association (formerly, the Bond Market Association) ("SIFMA") recommends that the U.S. bond market remains closed.

-------------------------------------------------------------------------------
Government Money Market Fund             4:30 PM eastern time
-------------------------------------------------------------------------------
Money Market Fund                        12:00 Noon and 4:30 PM eastern time
-------------------------------------------------------------------------------
Tax-Exempt Money Market Fund             12:00 Noon eastern time
-------------------------------------------------------------------------------

The Money Market Funds may price their shares at an earlier time if an early close is recommended by SIFMA. A Money Market Fund will not calculate its net asset value per share class on days SIFMA has recommended that the U.S. bond market remains closed.

HOW ARE SECURITIES FAIR VALUED?

If market quotations are not readily available or where available prices are not reliable, the funds determine a "fair value" for an investment according to policies and procedures approved by the Board of Trustees. The types of assets for which such pricing might be required include (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the adviser/subadviser, reflect the security's market value; (vii) foreign securities subject to trading collars for which no or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of "significant" events. This list is not inclusive of all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.

The value of any portfolio security held by a fund for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the security's "fair value" on the valuation date (i.e., the amount that the fund might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold (e.g., the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services;
(iv) an analysis of the issuer's financial statements; (v) trading volumes on markets, exchanges or among dealers; (vi) recent news about the security or issuer; (vii) changes in interest rates; (viii) information obtained from the issuer, analysts, other financial

70 Phoenix Insight Funds


institutions and/or the appropriate stock exchange (for exchange traded securities); (ix) whether two or more dealers with whom the adviser/subadviser regularly effects trades are willing to purchase or sell the security at comparable prices; (x) other news events or relevant matters; and (xi) government (domestic or foreign) actions or pronouncements; and (xii) the value of other relevant financial instruments, including derivative securities, traded on other markets or among dealers.

Certain foreign common stocks may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that the fund calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In such cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.

The value of a security, as determined using the fund's fair valuation procedures, may not reflect such security's market value.

AT WHAT PRICE ARE SHARES PURCHASED?

For Non-Money Market Funds, all investments received by the funds' authorized agents prior to the close of regular trading on the NYSE (normally 4:00 PM eastern time) will be executed based on that day's net asset value. For Money Market Funds, investments received will be executed based on the next-determined net asset values. Shares credited to your account from the reinvestment of fund distributions will be in full and fractional shares that are purchased at the next-determined net asset value following the dividend record date.

PURCHASE REQUIREMENTS

Class I Shares are offered primarily to institutional investors, such as pension and profit sharing plans, other employee benefit trusts, endowments, foundations and corporations who purchase the minimum amounts; to private clients of the adviser, subadviser and their affiliates; or through certain wrap programs with which the Distributor has an arrangement. If you are eligible to purchase and do purchase Class I Shares, you will pay no sales charge at any time. There are no distribution and services fees applicable to Class I Shares. For additional information about purchasing Class I Shares, please contact Institutional Trading Services by calling (877) 252-9076.

To purchase Class I Shares, you must initially purchase shares whose net asset value meets or exceeds $100,000. There is no minimum subsequent investment requirement.

Phoenix Insight Funds Trust 71


YOUR ACCOUNT

OPENING AN ACCOUNT

Your financial advisor can assist you with your initial purchase as well as all phases of your investment program. If you are opening an account by yourself, please follow the instructions outlined below.

The funds have established the following preferred methods of payment for fund shares:

o Checks drawn on an account in the name of the investor and made payable to Phoenix Funds;

o Checks drawn on an account in the name of the investor's company or employer and made payable to Phoenix Funds; or

o Wire transfers or Automatic Clearing House (ACH) transfers from an account in the name of the investor, or the investor's company or employer.

Payment in other forms may be accepted at the discretion of the funds. Please specify the name(s) of the fund or funds in which you would like to invest on the check or transfer instructions.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. Accordingly, when you open an account, we will ask for your name, address, date of birth and other information that will allow us to identify you. We may check the information you provide against publicly available databases, information obtained from consumer reporting agencies, other financial institutions or other sources. If, after reasonable effort, we cannot verify your identity, we reserve the right to close the account and redeem the shares at net asset value next calculated after the decision is made by us to close the account.

72 Phoenix Insight Funds Trust


HOW TO BUY SHARES

-----------------------------------------------------------------------------------------------------------------------------------
                                               TO OPEN AN ACCOUNT
-----------------------------------------------------------------------------------------------------------------------------------
Through a financial advisor                    Contact your advisor. Some advisors may charge a fee and may set different
                                               minimum investments or limitations on buying shares.
-----------------------------------------------------------------------------------------------------------------------------------
Through the mail                               Complete a New Account Application and send it with a check payable to the
                                               fund. Mail them to: State Street Bank, P.O. Box 8301, Boston, MA 02266-8301.
-----------------------------------------------------------------------------------------------------------------------------------

Through express delivery                       Complete a New Account Application and send it with a check payable to the fund.
                                               Send them to: Boston Financial Data Services, Attn: Phoenix Funds, 30 Dan Road,
                                               Canton, MA 02021-2809.

-----------------------------------------------------------------------------------------------------------------------------------
By Federal Funds wire                          Call us at (877) 252-9076.
-----------------------------------------------------------------------------------------------------------------------------------

By Systematic Purchase                         Complete the appropriate section on the application and send it with your initial
                                               investment payable to the fund. Mail them to: State Street Bank, P.O. Box 8301,
                                               Boston, MA 02266-8301.

-----------------------------------------------------------------------------------------------------------------------------------
By telephone exchange                          Call us at (877) 252-9076.
-----------------------------------------------------------------------------------------------------------------------------------

The price at which a purchase is effected is based on the net asset value determined after receipt of a purchase order by the funds' Transfer Agent.

HOW TO SELL SHARES

You have the right to have the funds buy back shares at the net asset value next determined after receipt of a redemption order by the funds' Transfer Agent or an authorized agent. Subject to certain restrictions, shares may be redeemed by telephone or in writing. In addition, shares may be sold through securities dealers, brokers or agents who may charge customary commissions or fees for their services. The funds do not charge any redemption fees. Payment for shares redeemed is made within seven days; however, redemption proceeds will not be disbursed until each check used for purchases of shares has been cleared for payment by your bank, which may take up to 15 days after receipt of the check. For the Money Market Funds, in the case of requests received by 12:00 Noon (eastern time), redemption proceeds generally will be sent by 2:30 PM (eastern time); in the case of requests received by 3:30 PM (eastern time), payment generally will be made by 5:00 PM (eastern time); and in the case of requests received after 3:30 PM (eastern time), payment generally will be made the next business day.

Phoenix Insight Funds Trust 73


------------------------------------------------------------------------------------------------------------------------------------
                                                TO SELL SHARES
------------------------------------------------------------------------------------------------------------------------------------
Through a financial advisor                     Contact your advisor. Some advisors may charge a fee and may set different
                                                minimums on redemptions of accounts.
------------------------------------------------------------------------------------------------------------------------------------
Through the mail                                Send a letter of instruction and any share certificates (if you hold certificate
                                                shares) to: State Street Bank, P.O. Box 8301, Boston, MA 02266-8301. Be sure
                                                to include the registered owner's name, fund and account number and number of
                                                shares or dollar value you wish to sell.
------------------------------------------------------------------------------------------------------------------------------------

Through express delivery                        Send a letter of instruction and any share certificates (if you hold certificate
                                                shares) to: Boston Financial Data Services, Attn: Phoenix Funds, 30 Dan Road,
                                                Canton, MA 02021-2809. Be sure to include the registered owner's name, fund and
                                                account number and number of shares or dollar value you wish to sell.

------------------------------------------------------------------------------------------------------------------------------------
By telephone                                    Requests can be made by calling (877) 252-9076. Certain restrictions may apply
                                                for requests over $50,000.
------------------------------------------------------------------------------------------------------------------------------------
By telephone exchange                           Call us at (877) 252-9076.
------------------------------------------------------------------------------------------------------------------------------------

THINGS YOU SHOULD KNOW WHEN SELLING SHARES

You may realize a taxable gain or loss (for federal income tax purposes) if you redeem shares of the funds. Except for the Money Market Funds, each fund reserves the right to pay large redemptions "in-kind" (i.e., in securities owned by the fund) rather than in cash. Large redemptions are those that exceed $250,000 or 1% of the fund's net assets, whichever is less, over any 90-day period. Additional documentation will be required for redemptions by organizations, fiduciaries, or retirement plans, or if a redemption is requested by anyone but the shareholder(s) of record. Transfers between broker-dealer "street" accounts are governed by the accepting broker-dealer. Questions regarding this type of transfer should be directed to your financial advisor. Redemption requests will not be honored until all required documents, in proper form, have been received. To avoid delay in redemption or transfer, shareholders having questions about specific requirements should contact the funds' Transfer Agent at (877) 252-9076.

REDEMPTIONS BY MAIL

>        If you are selling shares held individually, jointly, or as custodian
         under the Uniform Gifts to Minors Act or Uniform Transfers to Minors
         Act:

         Send a clear letter of instruction if all of these apply:

               o The proceeds do not exceed $50,000.

74 Phoenix Insight Funds Trust

               o The proceeds are payable to the registered owner at the address
                 on record.

         Send a clear letter of instruction with a signature guarantee when any
         of these apply:

               o You are selling more than $50,000 worth of shares.

               o The name or address on the account has changed within the last
                 30 days.

               o You want the proceeds to go to a different name or address than
                 on the account.

>        If you are selling shares held in a corporate or fiduciary account,
         please contact the funds' Transfer Agent at (877) 252-9076.

If required, the signature guarantee must be a STAMP 2000 Medallion guarantee and be made by an eligible guarantor institution as defined by the funds' Transfer Agent in accordance with its signature guarantee procedures. Guarantees using previous technology medallions will not be accepted. Currently, the Transfer Agent's signature guarantee procedures generally permit guarantees by banks, broker-dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations.

SELLING SHARES BY TELEPHONE

The Transfer Agent will use reasonable procedures to confirm that telephone instructions are genuine. Address and bank account information are verified, redemption instructions are taped, and all redemptions are confirmed in writing.

The individual investor bears the risk from instructions given by an unauthorized third party that the Transfer Agent reasonably believed to be genuine.

The Transfer Agent may modify or terminate the telephone redemption privilege at any time with 60 days notice to shareholders, except for instances of disruptive trading or market timing; in such cases, the telephone redemption privilege may be suspended immediately, followed by written notice. (See "Disruptive Trading and Market Timing" in this Prospectus.)

During times of drastic economic or market changes, telephone redemptions may be difficult to make or be temporarily suspended.

ACCOUNT POLICIES

EXCHANGE PRIVILEGES

You should read the prospectus of the Phoenix Fund(s) into which you want to make an exchange before deciding to make an exchange. You can obtain a prospectus from your financial advisor or by calling us at (877) 252-9076, or accessing our Web sites at PhoenixFunds.com or PhoenixInvestments.com.

Phoenix Insight Funds Trust 75


o You may exchange Class I Shares of one fund for Class I Shares of another Phoenix Fund offering them. Exchange privileges may not be available for all Phoenix Funds and may be rejected or suspended.

o Exchanges may be made by telephone ((877) 252-9076) or by mail (State Street Bank, P.O. Box 8301, Boston, MA 02266-8301).

o The amount of the exchange must be equal to or greater than the minimum initial investment required.

o The exchange of shares is treated as a sale and a purchase for federal income tax purposes.

DISRUPTIVE TRADING AND MARKET TIMING

The Equity Funds and Fixed Income Funds are not suitable for market timers and market timers are discouraged from becoming investors. Your ability to make exchanges among funds is subject to modification if we determine, in our sole opinion, that your exercise of the exchange privilege may disadvantage or potentially harm the rights or interests of other shareholders.

Frequent purchases, redemptions and exchanges, programmed exchanges, exchanges into and then out of a fund in a short period of time, and exchanges of large amounts at one time may be indicative of market timing and otherwise disruptive trading ("Disruptive Trading") which can have risks and harmful effects for other shareholders. These risks and harmful effects include:

o dilution of the interests of long-term investors, if market timers or others exchange into a fund at prices that are below the true value or exchange out of a fund at prices that are higher than the true value;

o an adverse effect on portfolio management, as determined by portfolio management in its sole discretion, such as causing the fund to maintain a higher level of cash than would otherwise be the case, or causing the fund to liquidate investments prematurely; and

o reducing returns to long-term shareholders through increased brokerage and administrative expenses.

Additionally, the nature of the portfolio holdings of the Emerging Markets Fund may expose the fund to investors who engage in the type of market timing trading that seeks to take advantage of possible delays between the change in the value of a mutual fund's portfolio holdings and the reflection of the change in the net asset value of the fund's shares, sometimes referred to as "time-zone arbitrage." Arbitrage market timers seek to exploit possible delays between the change in the value of a mutual fund's portfolio holdings and the net asset value of the fund's shares in funds that hold significant investments in foreign securities because certain foreign markets close several hours ahead of the U.S. markets. If an arbitrageur is successful, the value of the fund's shares may be diluted if redeeming shareholders receive proceeds (and

76 Phoenix Insight Funds Trust


buying shareholders receive shares) based upon net asset values which do not reflect appropriate fair value prices.

In order to attempt to protect our shareholders from the potential harmful effects of Disruptive Trading, the funds' Board of Trustees has adopted market timing policies and procedures designed to discourage Disruptive Trading. The Board has adopted these policies and procedures as a preventive measure to protect all shareholders from the potential effects of Disruptive Trading, while also abiding by any rights that shareholders may have to make exchanges and provide reasonable and convenient methods of making exchanges that do not have the potential to harm other shareholders.

Excessive trading activity is measured by the number of roundtrip transactions in an account. A roundtrip transaction is one where a shareholder buys and then sells, or sells and then buys, shares of any fund within 30 days. Shareholders of the funds are limited to one roundtrip transaction within any rolling 30-day period. Roundtrip transactions are counted at the shareholder level. In considering a shareholder's trading activity, the funds may consider, among other factors, the shareholder's trading history both directly and, if known, through financial intermediaries, in the funds, in other funds within the Phoenix Fund complex, in non-Phoenix mutual funds or in accounts under common control or ownership. We do not include exchanges made pursuant to the dollar cost averaging or other similar programs when applying our market timing policies. Systematic withdrawal and/or contribution programs, mandatory retirement distributions, and transactions initiated by a plan sponsor also will not count towards the roundtrip limits. The funds may permit exchanges that they believe, in the exercise of their judgement, are not disruptive. The size of the fund and the size of the requested transaction may be considered when determining whether or not the transaction would be disruptive.

Shareholders holding shares for at least 30 days following investment will ordinarily be in compliance with the funds' policies regarding excessive trading. The funds may, however, take action if activity is deemed disruptive even if shares are held longer than 30 days, such as a request for a transaction of an unusually large size. The size of the fund and the size of the requested transaction may be considered when determining whether or not the transaction would be disruptive.

Under our market timing policies, we may modify your exchange privileges for some or all of the funds by not accepting an exchange request from you or from any person, asset allocation service, and/or market timing services made on your behalf. We may also limit the amount that may be exchanged into or out of any fund at any one time or could revoke your right to make Internet, telephone or facsimile exchanges. We may reinstate Internet, telephone and facsimile exchange privileges after they are revoked, but we will not reinstate these privileges if we have reason to believe that they might be used thereafter for Disruptive Trading.

The funds currently do not charge exchange or redemption fees, or any other administrative charges on fund exchanges. The funds reserve the right to impose such fees and/or charges in the future.

Phoenix Insight Funds Trust 77


Orders for the purchase of fund shares are subject to acceptance by the relevant fund. We reserve the right to reject, without prior notice, any exchange request into any fund if the purchase of shares in the corresponding fund is not accepted for any reason.

The funds do not have any arrangements with any person, organization or entity to permit frequent purchases and redemptions of fund shares.

We may, without prior notice, take whatever action we deem appropriate to comply with or take advantage of any state or federal regulatory requirement. The funds reserve the right to reject any purchase or exchange transaction at any time. If we reject a purchase or exchange for any reason, we will notify you of our decision in writing.

The funds cannot guarantee that their policies and procedures regarding market timing will be effective in detecting and deterring all Disruptive Trading.

INVESTOR SERVICES AND OTHER INFORMATION

SYSTEMATIC PURCHASE is a systematic investment plan that allows you to have a specified amount automatically deducted from your checking or savings account and then deposited into your mutual fund account. Just complete the Systematic Purchase Section on the application and include a voided check.

SYSTEMATIC EXCHANGE allows you to automatically move money from one Phoenix Fund to another on a monthly, quarterly, semiannual or annual basis. Shares of one Phoenix Fund will be exchanged for shares of the same class of another Phoenix Fund at the interval you select. To sign up, just complete the Systematic Exchange Section on the application. Exchange privileges may not be available for all Phoenix Funds and may be rejected or suspended.

TELEPHONE EXCHANGE lets you exchange shares of one Phoenix Fund for the same class of shares in another Phoenix Fund, using our customer service telephone service. (See the "Telephone Exchange" section on the application.) Exchange privileges may not be available for all Phoenix Funds, and may be rejected or suspended.

SYSTEMATIC WITHDRAWAL allows you to periodically redeem a portion of your account on a predetermined monthly, quarterly, semiannual or annual basis. Sufficient shares from your account will be redeemed at the closing net asset value on the applicable payment date, with proceeds to be mailed to you or sent through ACH to your bank (at your selection). For payments to be mailed, shares will be redeemed on the 15th of the month so that the payment is made about the 20th of the month. For ACH payments, you may select the day of the month for the payments to be made; if no date is specified, the payments will occur on the 15th of the month. The minimum withdrawal is $25, and minimum account balance requirements continue to apply. Shareholders in the program must own Phoenix Fund shares worth at least $5,000.

78 Phoenix Insight Funds Trust


CHECKWRITING is available for Class I Shares of the Money Market Funds. If you are an investor in one of these funds and have completed the checkwriting portion of your application and signature card, you may redeem shares by writing a check against your account. When a check is presented to the Transfer Agent for payment, the fund's custodian will cause the fund to redeem a sufficient number of shares in your account to cover the amount of the check.

You will continue to earn income on your shares until the check is presented to the Transfer Agent for payment. The minimum check amount is $500.

This privilege is not available for IRAs, SEP-IRAs, 401(k), 403(b), Keogh and other retirement accounts.

The checkwriting privilege is subject to the customary rules and regulations governing checkwriting:

>        For joint tenant accounts, each shareholder must sign each check,
         unless the shareholders have authorized fewer signatures and such
         election is on file with the fund's Transfer Agent.


>        A sufficient number of shares is required to cover the amount of the
         check. If you do not own enough shares to cover a check when presented,
         the check will be returned to the payee marked "insufficient funds".

>        A check may be returned if it is for less than $500 or if the check
         would require the redemption of shares purchased by check or electronic
         funds transfer within the ten previous business days.

The funds and the custodian reserve the right to terminate or modify the checkwriting privilege or to impose a service fee in connection with the privilege.

Charges may be imposed for returned checks, stop-payment orders, copies of cancelled checks and other special services.

DISCLOSURE OF FUND HOLDINGS. The funds make available on the Phoenix Funds' Web sites, PhoenixFunds.com or PhoenixInvestments.com, information with respect to each fund's top 10 holdings and summary composition data derived from portfolio holdings information. This information is posted to the Web sites at the end of each month with respect to the top 10 holdings, and at the end of each quarter with respect to summary composition information, generally within 10 business days. This information will remain available on the Web sites until full portfolio holdings information becomes publicly available. A full listing of each fund's portfolio holdings becomes publicly available (i) as of the end of its second and fourth fiscal quarters in shareholder reports, which are sent to all shareholders and are filed with the Securities and Exchange Commission ("SEC") on Form N-CSR, and (ii) at the end of its first and third fiscal quarters by filing with the SEC a Form N-Q. The funds' shareholder reports are available without charge on Phoenix's Web site at PhoenixFunds.com (also accessible at PhoenixInvestments.com). The funds' Form N-Q filings are available on the SEC's Internet site at sec.gov. A more detailed description of the funds' policies and

Phoenix Insight Funds Trust 79


procedures with respect to the disclosure of the funds' portfolio securities is also available in the Statement of Additional Information.

TAX STATUS OF DISTRIBUTIONS

The funds plan to make distributions from net investment income at intervals stated in the table below, and to distribute net realized capital gains, if any, at least annually.

--------------------------------------------------------------------------------
   FUND                                                        DIVIDEND PAID
--------------------------------------------------------------------------------
   Balanced Fund                                                 Quarterly
--------------------------------------------------------------------------------
   Core Equity Fund                                             Semiannually
--------------------------------------------------------------------------------
   Emerging Markets Fund                                        Semiannually
--------------------------------------------------------------------------------
   Equity Fund                                                   Quarterly
--------------------------------------------------------------------------------
   Index Fund                                                    Quarterly
--------------------------------------------------------------------------------
   Small-Cap Growth Fund                                        Semiannually
--------------------------------------------------------------------------------
   Small-Cap Opportunity Fund                                   Semiannually
--------------------------------------------------------------------------------
   Small-Cap Value Fund                                         Semiannually
--------------------------------------------------------------------------------
   Bond Fund                                                     Monthly(1)
--------------------------------------------------------------------------------
   High Yield Bond                                               Monthly(1)
--------------------------------------------------------------------------------
   Intermediate Government Bond Fund                             Monthly(1)
--------------------------------------------------------------------------------
   Intermediate Tax-Exempt Bond Fund                             Monthly(1)
--------------------------------------------------------------------------------
   Short/Intermediate Bond Fund                                  Monthly(1)
--------------------------------------------------------------------------------
   Tax-Exempt Bond Fund                                          Monthly(1)
--------------------------------------------------------------------------------
   Government Money Market Fund                                  Monthly(1)
--------------------------------------------------------------------------------
   Money Market Fund                                             Monthly(1)
--------------------------------------------------------------------------------
   Tax-Exempt Money Market Fund                                  Monthly(1)
--------------------------------------------------------------------------------
(1) Although a dividend is paid monthly, it is accrued daily.

Distributions of short-term capital gains (gains on securities held for a year or less) and net investment income are taxable to shareholders as ordinary income. Under the Jobs and Growth Tax Reconciliation Act of 2003, certain distributions of long-term capital gains and certain dividends are taxable at a lower rate than ordinary income. Long-term capital gains, if any, distributed to shareholders and which are designated by a fund as capital gain distributions, are taxable to shareholders as long-term capital gain distributions regardless of the length of time you have owned your shares.

Unless you elect to receive distributions in cash, dividends and capital gain distributions are paid in additional shares. All distributions, cash or additional shares, are subject to federal income tax and may be subject to state, local and other taxes.

80 Phoenix Insight Funds Trust


MASTER FUND/FEEDER FUND STRUCTURE

The Board of Trustees has the authority to convert any fund to a "feeder" fund in a Master Fund/Feeder Fund Structure in which the fund, instead of investing in portfolio securities directly, would seek to achieve its investment objective by investing all of its investable assets in a separate "master" fund having the same investment objectives and substantially similar investment restrictions. Other funds with similar objectives and restrictions could also invest in the same Master Fund. The purpose of such an arrangement is to achieve greater operational efficiencies and reduce costs.

Phoenix Insight Funds Trust 81


FINANCIAL HIGHLIGHTS

These tables are intended to help you understand the funds' financial performance for the past five years. Certain information reflects financial results for a single fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends and distributions). This information for the year ended December 31, 2006 has been audited by the funds' independent registered public accounting firm, PricewaterhouseCoopers LLP. For periods prior to December 31, 2006, this information was audited by the funds' previous independent registered public accounting firm. PricewaterhouseCoopers LLP's report, together with the funds' financial statements, is included in the funds' most recent Annual Report, which is available upon request.

                              NET                   NON-RECURRING          NET
                             ASSET                     PAYMENT         REALIZED AND      TOTAL      DISTRIBUTIONS    DISTRIBUTIONS
                             VALUE        NET           FROM            UNREALIZED       FROM         FROM NET          FROM NET
                           BEGINNING   INVESTMENT      FORMER          GAIN/(LOSS)     INVESTMENT    INVESTMENT         REALIZED
                           OF PERIOD     INCOME    ADMINISTRATOR(7)   ON INVESTMENTS   OPERATIONS      INCOME            GAINS
------------------------------------------------------------------------------------------------------------------------------------
BALANCED FUND

12/31/06                    $14.72     $ 0.329(6)       $0.017           $ 0.990         $ 1.336       $(0.329)          $(0.711)
12/31/05                     14.99       0.296              --             0.812           1.108        (0.295)           (1.083)
12/31/04                     13.50       0.272              --             1.504           1.776        (0.272)           (0.014)
12/31/03                     11.54       0.251              --             1.958           2.209        (0.249)                --
12/31/02                     13.01       0.310              --            (1.470)         (1.160)       (0.310)                --


------------------------------------------------------------------------------------------------------------------------------------
CORE EQUITY FUND

12/31/06                    $21.19     $ 0.163(6)       $0.055           $ 2.704         $ 2.922       $(0.159)          $(2.049)
12/31/05                     21.91       0.117              --             1.837           1.954        (0.123)           (2.551)
12/31/04                     20.44       0.144              --             2.544           2.688        (0.134)           (1.084)
12/31/03                     15.73       0.083              --             4.710           4.793        (0.083)               --
12/31/02                     20.96       0.053              --            (4.953)         (4.900)       (0.052)           (0.278)


------------------------------------------------------------------------------------------------------------------------------------
EMERGING MARKETS FUND

12/31/06                    $12.43      $ 0.20(6)       $0.007           $ 3.324         $ 3.533       $(0.221)          $(3.395)
12/31/05                     11.01       0.145              --             3.151           3.296        (0.112)           (1.764)
12/31/04                     10.03       0.106              --             1.843           1.949        (0.110)           (0.860)
12/31/03                      6.66       0.046              --             3.355           3.401        (0.033)               --
12/31/02                      6.80       0.019              --            (0.148)         (0.129)       (0.015)               --


------------------------------------------------------------------------------------------------------------------------------------
EQUITY FUND

12/31/06                    $13.88     $ 0.141(6)       $0.035           $ 2.038         $ 2.214       $(0.141)          $(1.259)
12/31/05                     13.44       0.170              --             1.513           1.683        (0.173)           (1.070)
12/31/04                     11.48       0.111              --             1.961           2.072        (0.112)               --
12/31/03                      8.98       0.065              --             2.501           2.566        (0.066)               --
12/31/02                     11.43       0.056              --            (2.449)         (2.393)       (0.057)               --


------------------------------------------------------------------------------------------------------------------------------------
INDEX FUND

12/31/06                    $19.69     $ 0.318(6)       $0.216           $ 2.678         $ 3.212       $(0.342)          $(0.474)
12/31/05                     22.09       0.380              --             0.808           1.188        (0.369)           (3.224)
12/31/04                     21.55       0.362              --             1.844           2.206        (0.357)           (1.309)
12/31/03                     18.06       0.275              --             4.726           5.001        (0.275)           (1.236)
12/31/02                     23.91       0.244              --            (5.501)         (5.257)       (0.243)           (0.350)


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82 Phoenix Insight Funds Trust


  DISTRIBUTIONS                                              TOTAL RETURN
      FROM                                                     EXCLUDING                          RATIO OF  RATIO OF NET
  NON-RECURRING                REDEMPTION     NET            NON-RECURRING   NET                  EXPENSES   INVESTMENT
     PAYMENT                      FEES       ASSET              PAYMENT     ASSETS   RATIO OF    TO AVERAGE    INCOME
   FROM FORMER                  ADDED TO     VALUE            FROM FORMER   END OF  EXPENSES TO  NET ASSETS      TO       PORTFOLIO
    ADMINI-        TOTAL        PAID-IN     END OF    TOTAL     ADMINI-     PERIOD  AVERAGE NET  (EXCLUDING  AVERAGE NET  TURNOVER
   STRATOR(7)  DISTRIBUTIONS   CAPITAL(8)   PERIOD   RETURN    STRATOR(7)   (000)     ASSETS      WAIVERS)     ASSETS       RATE

------------------------------------------------------------------------------------------------------------------------------------

  $ (0.017)     $(1.057)        $0.001     $15.00    9.26%     9.14%     $ 74,724     0.76%        0.82%       2.20%      65.94%
         --       (1.378)            --      14.72    7.45        --        71,570     0.79         0.84        1.95       61.49
         --       (0.286)            --      14.99   13.32        --        64,065     0.88         0.95        1.94       65.60
         --       (0.249)            --      13.50   19.33        --        56,553     0.88         1.04        2.05       76.53
         --       (0.310)            --      11.54  (9.02)        --        47,015     0.88         1.12        2.50       69.89

------------------------------------------------------------------------------------------------------------------------------------

  $ (0.055)     $(2.263)        $0.001     $21.85   13.98%    13.07%     $146,245     0.90%        0.95%       0.74%      74.12%
         --       (2.674)            --      21.19    8.97        --       135,587     0.93         0.97        0.54       79.92
         --       (1.218)            --      21.91   13.32        --       128,125     1.00         1.02        0.67       83.50
         --       (0.083)            --      20.44   30.49        --       127,233     1.10         1.23        0.47       76.15
         --       (0.330)            --      15.73  (23.54)       --        98,487     1.10         1.24        0.27       67.66

------------------------------------------------------------------------------------------------------------------------------------


   $ (0.007)     $(3.623)        $0.000(9)  $12.34   29.60%    28.54%     $242,422     1.32%        1.50%       1.51%      82.51%
         --       (1.876)            --      12.43   31.23        --       329,081     1.45         1.60        1.20       42.91
         --       (0.970)         0.001(4)   11.01   20.04        --       302,250     1.58         1.60        0.92       49.13
         --       (0.033)         0.002(4)   10.03   51.11        --       289,492     1.58         1.61        0.83       19.99
         --       (0.015)         0.004(4)    6.66   (1.84)       --        96,652     1.66         1.71        0.41       34.20


------------------------------------------------------------------------------------------------------------------------------------

  $ (0.035)     $(1.435)        $0.001     $14.66   16.12%    15.85%     $278,841     0.87%        0.93%       0.96%      59.39%
         --       (1.243)            --      13.88   12.52        --       261,584     0.87         0.91        1.20       62.67
         --       (0.112)            --      13.44   18.14        --       244,336     0.94         0.94        0.91       72.72
         --       (0.066)            --      11.48   28.68        --       229,673     0.94         0.96        0.63       81.21
         --       (0.057)            --       8.98  (20.99)       --       238,301     0.95         0.97        0.53       61.83

------------------------------------------------------------------------------------------------------------------------------------


   $ (0.216)     $(1.032)        $   --     $21.87   16.51%    15.30%     $ 59,680     0.43%        0.54%       1.54%      3.37%
         --       (3.593)         0.005(4)   19.69    5.38        --        76,163     0.40         0.45        1.45       6.34
         --       (1.666)            --      22.09   10.48        --       311,422     0.43         0.43        1.59       2.67
         --       (1.511)            --      21.55   28.11        --       353,889     0.43         0.47        1.37       1.72
         --       (0.593)            --      18.06  (22.21)       --       354,499     0.45         0.53        1.18       6.42


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Phoenix Insight Funds Trust 83


FINANCIAL HIGHLIGHTS (CONTINUED)

                              NET                   NON-RECURRING          NET
                             ASSET                     PAYMENT         REALIZED AND      TOTAL      DISTRIBUTIONS    DISTRIBUTIONS
                             VALUE        NET           FROM            UNREALIZED       FROM         FROM NET          FROM NET
                           BEGINNING   INVESTMENT      FORMER          GAIN/(LOSS)     INVESTMENT    INVESTMENT         REALIZED
                           OF PERIOD     INCOME    ADMINISTRATOR(7)   ON INVESTMENTS   OPERATIONS      INCOME            GAINS
------------------------------------------------------------------------------------------------------------------------------------
SMALL-CAP GROWTH FUND

12/31/06                    $13.56     $(0.083)(6)      $0.005           $ 1.382         $ 1.304       $    --           $(0.929)
12/31/05                     13.71      (0.025)             --             0.512           0.487            --            (0.637)
12/31/04                     11.39      (0.064)             --             2.384           2.320            --                --
12/31/03                      7.68      (0.044)             --             3.754           3.710            --                --
12/31/02                      9.68      (0.032)             --            (1.968)         (2.000)           --                --


------------------------------------------------------------------------------------------------------------------------------------
SMALL-CAP OPPORTUNITY FUND

12/31/06                    $21.48     $(0.001)(6)      $0.036           $ 1.854         $ 1.889       $(0.002)          $(3.661)
12/31/05                     24.64       0.042              --             1.133           1.175        (0.045)           (4.294)
12/31/04                     22.74       0.083              --             5.161           5.244        (0.059)           (3.322)
12/31/03                     15.12      (0.024)             --             7.881           7.857            --            (0.238)
12/31/02                     17.70      (0.086)             --            (2.496)         (2.582)           --                --


------------------------------------------------------------------------------------------------------------------------------------
SMALL-CAP VALUE FUND

12/31/06                    $47.40     $ 0.097(6)       $0.060           $ 4.976         $ 5.133       $(0.133)          $(7.921)
12/31/05                     50.67       0.266              --             4.246           4.512        (0.241)           (7.581)
12/31/04                     45.10       0.333              --            12.228          12.561        (0.274)           (6.826)
12/31/03                     31.79       0.408              --            13.260          13.668        (0.360)               --
12/31/02                     36.88       0.154              --            (4.814)         (4.660)       (0.131)           (0.306)


------------------------------------------------------------------------------------------------------------------------------------
BOND FUND

12/31/06                    $10.01     $ 0.481(6)       $0.018           $(0.112)        $ 0.387       $(0.500)          $    --
12/31/05                     10.22       0.453              --            (0.210)          0.243        (0.455)               --
12/31/04                     10.27       0.456              --            (0.047)          0.409        (0.459)               --
12/31/03                     10.38       0.508              --            (0.110)          0.398        (0.508)               --
12/31/02                     10.25       0.582              --             0.130           0.712        (0.582)               --


------------------------------------------------------------------------------------------------------------------------------------
HIGH YIELD BOND FUND

12/31/06                    $12.44     $ 0.848(6)       $0.013           $ 0.023         $ 0.884       $(0.861)          $    --
12/31/05                     13.07       0.831              --            (0.592)          0.239        (0.832)           (0.037)
12/31/04                     12.83       0.878              --             0.431           1.309        (0.878)           (0.191)
12/31/03                     11.74       0.887              --             1.175           2.062        (0.887)           (0.085)
9/23/02(3) to 12/31/02       11.55       0.256              --             0.190           0.446        (0.256)               --


------------------------------------------------------------------------------------------------------------------------------------
INTERMEDIATE GOVERNMENT BOND FUND

12/31/06                    $16.50     $ 0.732(6)       $0.095           $(0.133)        $ 0.694       $(0.732)          $    --
12/31/05                     16.84       0.697              --            (0.277)          0.420        (0.706)           (0.055)
12/31/04                     17.12       0.593              --            (0.094)          0.499        (0.593)           (0.186)
12/31/03                     17.63       0.711              --            (0.293)          0.418        (0.711)           (0.217)
12/31/02                     16.79       0.870              --             0.840           1.710        (0.870)               --


------------------------------------------------------------------------------------------------------------------------------------
INTERMEDIATE TAX-EXEMPT BOND FUND

12/31/06                    $11.16     $ 0.469(6)       $0.020           $ 0.004         $ 0.493       $(0.489)          $(0.214)
12/31/05                     11.41       0.494               --           (0.250)          0.244        (0.494)               --
12/31/04                     11.55       0.479               --           (0.140)          0.339        (0.479)               --
12/31/03                     11.48       0.452               --            0.070           0.522        (0.452)               --
12/31/02                     10.91       0.481               --            0.570           1.051        (0.481)               --


------------------------------------------------------------------------------------------------------------------------------------

84 Phoenix Insight Funds Trust


  DISTRIBUTIONS                                              TOTAL RETURN
      FROM                                                     EXCLUDING                          RATIO OF  RATIO OF NET
  NON-RECURRING                REDEMPTION     NET            NON-RECURRING   NET                  EXPENSES   INVESTMENT
     PAYMENT                      FEES       ASSET              PAYMENT     ASSETS   RATIO OF    TO AVERAGE    INCOME
   FROM FORMER                  ADDED TO     VALUE            FROM FORMER   END OF  EXPENSES TO  NET ASSETS      TO       PORTFOLIO
    ADMINI-        TOTAL        PAID-IN     END OF    TOTAL     ADMINI-     PERIOD  AVERAGE NET  (EXCLUDING  AVERAGE NET  TURNOVER
   STRATOR(7)  DISTRIBUTIONS   CAPITAL(8)   PERIOD   RETURN    STRATOR(7)   (000)     ASSETS      WAIVERS)     ASSETS       RATE

------------------------------------------------------------------------------------------------------------------------------------
    $(0.005)     $(0.934)        $   --     $13.93    9.61%     9.58%     $ 27,433     1.07%        1.20%      (0.57)%    122.70%
         --       (0.637)            --      13.56    3.40        --        20,626     0.96         1.46       (0.38)     100.38
         --           --             --      13.71   20.37        --         7,396     1.00         1.48       (0.53)      99.76
         --           --             --      11.39   48.31        --         8,506     1.00         1.44       (0.48)     124.27
         --           --             --       7.68  (20.66)       --         7,278     1.00         1.36       (0.38)     107.48

------------------------------------------------------------------------------------------------------------------------------------


    $(0.036)     $(3.699)        $   --     $19.67    8.73%     8.56%     $399,712     0.93%        0.99%       0.00%      85.43%
         --       (4.339)         0.004(4)   21.48    4.55        --       480,501     0.94         0.97        0.16       76.08
         --       (3.381)         0.037(4)   24.64   24.16(5)     --       544,635     1.00         1.00        0.36       63.79
         --       (0.238)         0.001(4)   22.74   52.02        --       472,228     1.20         1.25       (0.13)      83.34
         --           --          0.002(4)   15.12  (14.58)       --       323,683     1.20         1.27       (0.51)      76.97


------------------------------------------------------------------------------------------------------------------------------------


    $(0.060)     $(8.114)        $0.001     $44.42   10.92%    10.82%     $297,831     0.88%        0.94%       0.20%      92.13%
         --       (7.822)         0.040(4)   47.40    8.90        --       335,085     0.90         0.94        0.49       74.30
         --       (7.100)         0.109(4)   50.67   28.93(5)     --       369,311     0.93         0.94        0.69       69.98
         --       (0.360)         0.002(4)   45.10   43.04        --       308,693     0.95         0.99        1.08      106.69
         --       (0.437)         0.007(4)   31.79  (12.76)       --       216,922     0.99         1.09        0.43      134.99


------------------------------------------------------------------------------------------------------------------------------------


    $(0.018)     $(0.518)        $0.001     $ 9.88    3.85%    3.66%      $178,924     0.57%        0.80%       4.90%     367.64%
         --       (0.455)         0.002(4)   10.01    2.44        --       181,761     0.57         0.88        4.26       51.90
         --       (0.459)            --      10.22    4.07        --       174,597     0.60         0.93        4.45       75.40
         --       (0.508)            --      10.27    3.93        --       123,365     0.60         0.94        4.89       66.64
         --       (0.582)            --      10.38    7.18        --       216,106     0.60         0.96        5.69       65.39


------------------------------------------------------------------------------------------------------------------------------------

    $(0.013)     $(0.874)        $0.000     $12.45    7.31%     7.20%     $68,692      0.64%        0.76%       6.90%     147.28%
         --       (0.869)            --      12.44    1.94        --       74,697      0.58         0.78        6.80       41.97
         --       (1.069)            --      13.07   10.65        --       83,101      0.61         0.76        6.80       57.38
         --       (0.972)            --      12.83   18.15        --       62,926      0.61         0.73        7.11       81.50
         --       (0.256)            --      11.74    3.90(2)     --       18,088      0.61(1)      1.41(1)     8.11(1)    38.03

------------------------------------------------------------------------------------------------------------------------------------


    $(0.095)     $(0.827)        $0.003     $16.37    4.37%    3.76%      $19,970      0.47%        1.02%       4.49%      21.62%
         --       (0.761)         0.001(4)   16.50    2.49       --        20,235      0.48         0.94        3.76       70.97
         --       (0.779)            --      16.84    3.05       --        41,993      0.50         0.84        3.48       35.37
         --       (0.928)            --      17.12    2.40       --        66,162      0.50         0.89        4.07       58.97
         --       (0.870)            --      17.63   10.39       --        75,573      0.50         1.07        5.05       61.56


------------------------------------------------------------------------------------------------------------------------------------

    $(0.020)     $(0.723)        $0.000     $10.93   4.45%     4.26%      $203,378     0.51%        0.68%       4.24%      75.91%
         --       (0.494)            --      11.16   2.19         --       229,320     0.39         0.67        4.38       46.00
         --       (0.479)            --      11.41   3.02         --       232,419     0.44         0.70        4.19       26.94
         --       (0.452)            --      11.55   4.64         --       236,282     0.45         0.72        3.94       40.20
         --       (0.481)            --      11.48   9.82         --       246,217     0.27         0.89        4.29       61.27

------------------------------------------------------------------------------------------------------------------------------------

Phoenix Insight Funds Trust 85


FINANCIAL HIGHLIGHTS (CONTINUED)

                              NET                   NON-RECURRING          NET
                             ASSET                     PAYMENT         REALIZED AND      TOTAL      DISTRIBUTIONS    DISTRIBUTIONS
                             VALUE        NET           FROM            UNREALIZED       FROM         FROM NET          FROM NET
                           BEGINNING   INVESTMENT      FORMER          GAIN/(LOSS)     INVESTMENT    INVESTMENT         REALIZED
                           OF PERIOD     INCOME    ADMINISTRATOR(7)   ON INVESTMENTS   OPERATIONS      INCOME            GAINS
------------------------------------------------------------------------------------------------------------------------------------
SHORT/INTERMEDIATE BOND FUND

12/31/06                    $10.04           $0.407(6)  $0.018           $ 0.008         $ 0.433       $(0.425)          $    --
12/31/05                     10.29            0.385         --            (0.248)          0.137        (0.387)               --
12/31/04                     10.38            0.387         --            (0.090)          0.297        (0.387)               --
12/31/03                     10.40            0.440         --            (0.020)          0.420        (0.440)               --
12/31/02                     10.31            0.549         --             0.090           0.639        (0.549)               --


------------------------------------------------------------------------------------------------------------------------------------
TAX-EXEMPT BOND FUND

12/31/06                    $10.74           $0.468(6)  $0.023           $ 0.023         $ 0.514       $(0.494)          $(0.247)
12/31/05                     11.02            0.497         --            (0.200)          0.297        (0.497)           (0.080)
12/31/04                     11.33            0.503         --            (0.123)          0.380        (0.503)           (0.187)
12/31/03                     11.19            0.496         --             0.140           0.636        (0.496)               --
12/31/02                     10.54            0.527         --             0.650           1.177        (0.527)               --


------------------------------------------------------------------------------------------------------------------------------------

86 Phoenix Insight Funds Trust


  DISTRIBUTIONS                                              TOTAL RETURN
      FROM                                                     EXCLUDING                          RATIO OF  RATIO OF NET
  NON-RECURRING                REDEMPTION     NET            NON-RECURRING   NET                  EXPENSES   INVESTMENT
     PAYMENT                      FEES       ASSET              PAYMENT     ASSETS   RATIO OF    TO AVERAGE    INCOME
   FROM FORMER                  ADDED TO     VALUE            FROM FORMER   END OF  EXPENSES TO  NET ASSETS      TO       PORTFOLIO
    ADMINI-        TOTAL        PAID-IN     END OF    TOTAL     ADMINI-     PERIOD  AVERAGE NET  (EXCLUDING  AVERAGE NET  TURNOVER
   STRATOR(7)  DISTRIBUTIONS   CAPITAL(8)   PERIOD   RETURN    STRATOR(7)   (000)     ASSETS      WAIVERS)     ASSETS       RATE

------------------------------------------------------------------------------------------------------------------------------------
    $(0.018)     $(0.443)        $0.000     $10.03    4.25%     4.06%     $245,073     0.63%        0.84%       4.09%      43.54%
         --       (0.387)            --      10.04    1.36        --       257,274     0.57         0.92        3.80       46.25
         --       (0.387)            --      10.29    2.92        --       250,644     0.60         0.94        3.75       68.37
         --       (0.440)            --      10.38    4.11        --       279,109     0.60         0.97        4.20       61.21
         --       (0.549)            --      10.40    6.40        --       237,566     0.60         1.00        5.35       66.14

------------------------------------------------------------------------------------------------------------------------------------
    $(0.023)     $(0.764)        $0.000     $10.49    4.67%     4.44%     $ 78,796     0.54%        0.76%       4.38%      82.77%
         --       (0.577)            --      10.74    2.76        --        75,285     0.45         0.74        4.55       41.86
         --       (0.690)            --      11.02    3.46        --        76,362     0.52         0.79        4.49       32.57
         --       (0.496)            --      11.33    5.81        --        86,812     0.51         0.79        4.40       42.58
         --       (0.527)            --      11.19   11.42        --       106,975     0.31         0.95        4.84       86.76

------------------------------------------------------------------------------------------------------------------------------------

(1) Annualized.

(2) Total returns and portfolio turnover for periods of less than one year are not annualized.

(3) Date commenced operations.

(4) Fund assessed a redemption fee in the amount of 2.00% on redemptions of shares that were held 90 days or less (30 days or less, effective June 4, 2004) from time of purchase. Fees collected were retained by the Fund for the benefit of the remaining shareholders.

(5) Total returns for each of the classes for the Small-Cap Opportunity Fund and the Small-Cap Value Fund include 0.16% and 0.26%, respectively, resulting from redemption fees reimbursed by the Administrator.

(6) Computed using average shares outstanding.

(7) Non-recurring payment.

(8) Redemption fees.

(9) Amount is less than $0.001.

Phoenix Insight Funds Trust 87


[logo]
PHOENIX

Phoenix Equity Planning Corporation
P.O. Box 150480
Hartford, CT 06115-0480

ADDITIONAL INFORMATION

You can find more information about the Funds in the following documents:

ANNUAL AND SEMIANNUAL REPORTS

Annual and semiannual reports contain more information about the Funds' investments. The annual report discusses the market conditions and investment strategies that significantly affected the Funds' performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains more detailed information about the Funds. It is incorporated by reference and is legally part of the prospectus.

To obtain free copies of these documents, you can download copies from the Individual Investors section of our Web site, phoenixfunds.com, or you can request copies by calling us toll-free at 1-800-243-1574.

Information about the Funds (including the SAI) can be reviewed and copied at the Securities and Exchange Commission's (SEC) Public Reference Room in Washington, DC. For information about the operation of the Public Reference Room, call 1-202-551-8090. This information is also available on the SEC's Internet site at sec.gov. You may also obtain copies upon payment of a duplicating fee by writing the Public Reference Section of the SEC, Washington, DC 20549-6009 or by electronic request at publicinfo@sec.gov.

Mutual Fund Services: 1-800-243-1574
Text Telephone: 1-800-243-1926

NOT INSURED BY FDIC/NCUSIF OR ANY FEDERAL GOVERNMENT AGENCY. NO BANK GUARANTEE. NOT A DEPOSIT. MAY LOSE VALUE.

Investment Company Act File No. 811-7447
PXP4492 BPD31577 5-07


                                                                          [LOGO]

                                                                         PHOENIX

--------------------------------------------------------------------------------
                                                                      PROSPECTUS

PHOENIX INSIGHT FUNDS

MONEY MARKET FUND -- EXCHANGE SHARES

Phoenix Insight Money Market Fund

                                                   Wouldn't you rather have this
                                                   document e-mailed to you?
                                                   Eligible shareholders can
TRUST NAME: PHOENIX INSIGHT                        sign up for E-Delivery at
FUNDS TRUST                       May 1, 2007      phoenixfunds.com
--------------------------------------------------------------------------------

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus contains important information that you should know before investing in the Phoenix Insight Funds. Please read it carefully and retain it for future reference.


PHOENIX INSIGHT MONEY MARKET FUND
EXCHANGE SHARES

TABLE OF CONTENTS

Investment Risk and Return Summary....................   1

Fund Fees and Expenses................................   4

Additional Investment Techniques and Related Risks....   5

Management of the Fund................................   5

Pricing of Fund Shares................................   7

Your Account..........................................   8

How to Buy Shares.....................................   9

How to Sell Shares....................................   9

Things You Should Know When Selling Shares............  10

Disclosure of Fund Holdings...........................  11

Tax Status of Distributions...........................  12

Master Fund/Feeder Fund Structure.....................  12

Financial Highlights..................................  13


INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVE

Phoenix Insight Money Market Fund has an investment objective to seek to provide as high a level of current income as is consistent with its investment policies and with preservation of capital and liquidity. There is no guarantee that the fund will achieve its objective. The fund's investment objective is not fundamental and may be changed by the Board of Trustees without shareholder approval.

PRINCIPAL INVESTMENT STRATEGIES

>        The fund seeks to maintain a stable $1.00 per share price.

>        The fund invests only in high-quality, short-term money market
         instruments that, in the opinion of the fund's subadviser, present
         minimal credit risks. The fund invests in a broad range of short-term
         money market instruments, including U.S. government securities,
         repurchase agreements, as well as bank and commercial obligations.
         Commercial paper purchased by the fund will consist of U.S.
         dollar-denominated direct obligations of domestic and foreign corporate
         issuers, including bank holding companies.


>        The fund will limit the dollar-weighted average maturity of its
         investments to 90 days or less and will buy securities with remaining
         maturities no longer than 397 days.

>        The fund will purchase only U.S. dollar-denominated securities. In
         addition, the fund will purchase only securities (other than U.S.
         government securities) that have been rated within the two highest
         rating categories by at least two nationally recognized statistical
         rating organizations, unless only one such agency has rated the
         security, (or, if not rated, are considered by the subadviser to be of
         comparable quality). No more than 5% of the fund's assets will be
         invested in securities in the second highest rating category. The
         fund's current income generally will be lower than the income provided
         by funds that invest in securities with longer maturities or lower
         quality.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

GENERAL

An investment in the Money Market Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund.

Phoenix Insight Money Market Fund 1


COUNTERPARTY RISK

The risk that a fund incurs when it engages in repurchase, reverse repurchase, derivative, when-issued, forward-commitment, delayed-settlement and securities-lending transactions or other similar transactions with another party, relies on the other party to consummate the transaction and is subject to the risk of default by the other party. Failure of the other party to consummate the transaction may result in the fund's incurring a loss or missing an opportunity to obtain a price believed to be advantageous.

CREDIT RISK

The risk that an issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline. Debt securities rated below investment-grade are especially susceptible to this risk.

FOREIGN SECURITIES RISK

The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts owing in part to possible political or economic instability; limits on repatriation of capital; exchange controls or exchange rate fluctuations; less publicly available information as a result of accounting, auditing, and financial reporting standards different from those used in the U.S.; more volatile markets; less securities regulation; less favorable tax provisions; war or expropriation.

INCOME RISK

The risk that falling interest rates will cause a fund's income to decline. A fund's dividends decline when interest rates fall because the fund then must invest in lower-yielding bonds.

MANAGER RISK

The risk that poor security selection will cause a fund to underperform other funds with a similar investment objective.

PRINCIPAL STABILITY RISK

The risk that a money market fund may not be able to maintain a stable net asset value of $1.00 per share.

2 Phoenix Insight Money Market Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Money Market Fund. The bar chart shows changes in the fund's Exchange Shares performance from year to year over the life of the fund. The table shows the fund's average annual returns for one year, five years and since inception. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

CALENDAR YEAR       ANNUAL RETURN (%)
    2002                  1.78
    2003                  1.05
    2004                  1.28
    2005                  3.15
    2006                  5.04

                             BEST QUARTER: Q4 2006  1.32%   WORST QUARTER: Q3 2003  0.23%
-------------------------------------------------------------------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURNS                                                                             SINCE INCEPTION
  (FOR THE PERIODS ENDED 12/31/06)                                         1 YEAR           5 YEARS           (7/12/01)
-------------------------------------------------------------------------------------------------------------------------------
  Exchange Shares                                                           5.04%            2.45%              2.50%
-------------------------------------------------------------------------------------------------------------------------------

The fund's 7-day yield on December 31, 2006 was 5.23% for Exchange Shares.

Phoenix Insight Money Market Fund 3


FUND FEES AND EXPENSES

The tables below illustrate all the fees and expenses that you may pay if you buy and holdExchange Shares of the Phoenix Insight Money Market Fund.

                                                                                  EXCHANGE
                                                                                   SHARES
                                                                                -------------
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Maximum Sales Charge (load) Imposed on Purchases                                   None

Maximum Deferred Sales Charge (load) (as a percentage of the lesser                None
of the value redeemed or the amount invested)

Maximum Sales Charge (load) Imposed on Reinvested Dividends                        None

Redemption Fee                                                                     None

Exchange Fee                                                                       None
                                                                                -------------

EXCHANGE SHARES
                                                                                    MONEY
                                                                                   MARKET
                                                                                -------------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM FUND ASSETS)

Management Fees                                                                    0.10%
Shareholder Servicing Fees                                                         0.05%
Other Expenses(a)(b)                                                               0.08%
                                                                                   -----
TOTAL ANNUAL FUND OPERATING EXPENSES                                               0.23%
                                                                                   -----
Waiver of Shareholder Servicing Fee(c)                                            (0.05)%

NET ANNUAL FUND OPERATING EXPENSES                                                 0.18%
                                                                                   =====


(a) Restated to reflect current fee structure.

(b) Effective October 1, 2006, the fund's investment adviser voluntarily agreed to limit the total operating expenses (excluding 12b-1 and/or other shareholder servicing fees, interest, taxes and extraordinary expenses), so that such expenses do not exceed 0.18% for Exchange Shares of the Money Market Fund, after waiver of the shareholder servicing fee by the fund's distributor. Actual Total Annual Fund Operating Expenses, after expense reimbursement, were 0.17% for Exchange Shares of the Money Market Fund. The adviser may discontinue this expense cap at any time. The adviser will not seek to recapture any operating expenses reimbursed under this arrangement, unless authorized to do so by the Board of Trustees.

(c) The fund's distributor has contractually agreed to waive the fund's Exchange Shares Shareholder Servicing fees through April 30, 2008.

EXAMPLE

This example is intended to help you compare the cost of investing in Exchange Shares of the fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

4 Phoenix Insight Money Market Fund


-----------------------------------------------------------------------------------------------------------
   FUND                       1 YEAR              3 YEARS             5 YEARS             10 YEARS
-----------------------------------------------------------------------------------------------------------

   Money Market                 $18                 $58                 $101                $245
-----------------------------------------------------------------------------------------------------------

The example assumes that the expense waiver obligations of the distributor are in effect through April 30, 2008. Thereafter, the examples do not reflect any waiver obligations. Note: Your actual expenses for the Money Market Exchange Shares may be lower than those shown in the table above since the expense levels used to calculate the figures shown do not include the reimbursement of expenses over a certain level by the fund's investment adviser.

ADDITIONAL INVESTMENT TECHNIQUES AND RELATED RISKS

MUNICIPAL MARKET RISK

The Money Market Fund may invest in taxable municipal securities. Certain factors may negatively affect the value of municipal securities, and, as a result, the share price of a fund that invests in them. These factors include political or legislative changes, uncertainties related to the tax status of the securities or the rights of investors in the securities. The fund may invest in municipal obligations that are related in such a way (e.g., multiple apparently unrelated issues that depend on the financial rating or support of a single government unit) that an economic, business or political development or change that affects one of these obligations would also affect the others.

MANAGEMENT OF THE FUND

THE ADVISER

Phoenix Investment Counsel, Inc. (Phoenix) is the investment adviser to each fund in the Phoenix Insight Funds Trust (including the Money Market Fund) and is located at 56 Prospect Street, Hartford, CT 06115. Phoenix acts as the investment adviser for over 60 mutual funds and as adviser to institutional clients. As of December 31, 2006, Phoenix had approximately $28.7 billion in assets under management. Phoenix has acted as an investment adviser for over 70 years.

Subject to the direction of the funds' Board of Trustees, Phoenix is responsible for managing the fund's investment program, and for the general operations of the fund, including oversight of the fund's subadviser, Harris Investment Management, Inc. (Harris). Prior to May 18, 2006, Harris was the fund's investment adviser.

Phoenix Insight Money Market Fund 5


The fund pays Phoenix a monthly investment management fee that is accrued daily against the value of the fund's net assets at the following rates.

--------------------------------------------------------------------------------
                             $100 million                        $100 million +
--------------------------------------------------------------------------------
Money Market Fund               0.14%                                0.10%
--------------------------------------------------------------------------------

During the last fiscal year, the Money Market Fund paid total management fees of $5,000,450.

THE SUBADVISER

Harris is the subadviser to the Money Market Fund and is located at 190 South LaSalle Street, 4th Floor, P. O. Box 755, Chicago, IL 60603. Harris has been an investment adviser since 1989. Harris is a wholly-owned subsidiary of Harris Bankcorp, Inc. Harris Bankcorp, Inc. is a wholly-owned subsidiary of Harris Financial Corp., which is a wholly-owned subsidiary of Bank of Montreal, a publicly-traded Canadian banking institution. As of December 31, 2006, HIM had approximately $16.4 billion in assets under management.

Phoenix pays Harris a subadvisory fee at the following rates:

--------------------------------------------------------------------------------
                             $100 million                        $100 million +
--------------------------------------------------------------------------------
Subadvisory Fee                  0.07%                                0.05%
--------------------------------------------------------------------------------

The subadvisory fee payable to Harris will be reduced by 50% of any reimbursements or waivers by Phoenix.

A discussion regarding the basis for the Board of Trustees' approving the investment advisory agreement with Phoenix and the subadvisory agreement with Harris is available in the fund's semiannual report covering the period from January 1, 2006 through June 30, 2006.

PORTFOLIO MANAGEMENT

PETER J. ARTS, Principal, Head of Cash Management and Portfolio Manager (Harris) Mr. Arts joined HIM in 1995. He has 13 years of investment management experience and has served as a manager of the fund since 2004. Mr. Arts is also a manager of the Government Money Market Fund and the Tax-Exempt Money Market Fund.

BOYD R. EAGER, Principal and Portfolio Manager (Harris) Mr. Eager joined HIM in 1996. He has 11 years of investment management experience and has served as a manager of the fund since 2004. Mr. Eager is also a manager of the Government Money Market Fund and the Tax-Exempt Money Market Fund.

KIMBERLY J. KEYWELL, Principal and Portfolio Manager (Harris) Prior to joining Harris in 1995, Ms. Keywell served as an Associate Portfolio Manager for the trust department of a large banking institution. She has 15 years of investment management experience and has served as a manager of the fund since 2006. Ms. Keywell is also a manager of the Tax-Exempt Bond Fund, the Government Money Market Fund, the Intermediate Tax-Exempt Bond Fund and the Tax-Exempt Money Market Fund.

6 Phoenix Insight Money Market Fund


Please refer to the Statement of Additional Information for additional information about the fund's Portfolio Managers including the structure of and method of computing compensation, other accounts they manage and their ownership of shares of the fund.

PRICING OF FUND SHARES

HOW IS THE SHARE PRICE DETERMINED?

The fund calculates a share price for each class of its shares. The share price for each class is based on the net assets of the fund and the number of outstanding shares of that class. In general, the fund calculates a share price for each class by:

o adding the values of all securities and other assets of the fund;

o subtracting liabilities; and

o dividing the result by the total number of outstanding shares of that class.

Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded, or, if no closing price is available, at the last bid price. Debt securities (other than short-term investments) are valued on the basis of broker quotations or valuations provided by a pricing service, which in determining value utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. As required, some securities and assets are valued at fair value as determined in good faith by, or under the direction of, the Board of Trustees. Other assets, such as accrued interest, accrued dividends and cash are also included in determining a fund's net asset value.

Liabilities: Accrued liabilities for class specific expenses (if any), distribution fees, service fees and other liabilities are deducted from the assets of each class. Accrued expenses and liabilities that are not class specific (such as management fees) are allocated to each class in proportion to each class's net assets except where an alternative allocation can be more appropriately made.

Net Asset Value: The liabilities allocated to a class are deducted from the proportionate interest of such class in the assets of the applicable fund. The resulting amount for each class is then divided by the number of shares outstanding of that class to produce each class's net asset value per share.

The net asset value per share of the Money Market Fund is determined twice daily, as of 12:00 Noon eastern time and as of 4:30 PM eastern time, on each business day, except on those days the Securities Industry and Financial Markets Association (formerly, the Bond Market Association) ("SIFMA") recommends that the U.S. bond market remains closed. The fund may price its shares at an earlier time if an early close is recommended by SIFMA. The fund

Phoenix Insight Money Market Fund 7


will not calculate its net asset value per share class on days SIFMA has recommended that the U.S. bond market remains closed.

AT WHAT PRICE ARE SHARES PURCHASED?

For the Money Market Fund, investments received by the fund's authorized agents will be executed based on the next-determined net asset value. Shares credited to your account from the reinvestment of fund distributions will be in full and fractional shares that are purchased at the next-determined net asset value following the dividend record date.

YOUR ACCOUNT

Exchange Shares are available to institutional investors such as future commission merchants, the exchanges they trade through, and other institutional investors.

OPENING AN ACCOUNT

Your financial advisor can assist you with your initial purchase as well as all phases of your investment program. If you are opening an account by yourself, please follow the instructions outlined below.

The funds have established the following preferred methods of payment for fund shares:

o Checks drawn on an account in the name of the investor and made payable to Phoenix Funds;

o Checks drawn on an account in the name of the investor's company or employer and made payable to Phoenix Funds; or

o Wire transfers or Automatic Clearing House (ACH) transfers from an account in the name of the investor, or the investor's company or employer.

Payment in other forms may be accepted at the discretion of the funds. Please specify the name(s) of the fund or funds in which you would like to invest on the check or transfer instructions.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. Accordingly, when you open an account, we will ask for your name, address, date of birth and other information that will allow us to identify you. We may check the information you provide against publicly available databases, information obtained from consumer reporting agencies, other financial institutions or other sources. If, after reasonable effort, we cannot verify your identity, we reserve the right to close the account and redeem the shares at net asset value next calculated after the decision is made by us to close the account.

8 Phoenix Insight Money Market Fund


The fund reserves the right to refuse any purchase order for any reason.

HOW TO BUY SHARES

-----------------------------------------------------------------------------------------------------------------------------------
                                                TO OPEN AN ACCOUNT
-----------------------------------------------------------------------------------------------------------------------------------
Through a financial advisor                     Contact your advisor. Some advisors may charge a fee and may set different
                                                minimum investments or limitations on buying shares.
-----------------------------------------------------------------------------------------------------------------------------------
Through the mail                                Complete a New Account Application and send it with a check payable to the fund.
                                                Mail them to: State Street Bank, P.O. Box 8301, Boston, MA 02266-8301.
-----------------------------------------------------------------------------------------------------------------------------------

Through express delivery                        Complete a New Account Application and send it with a check payable to the fund.
                                                Send them to: Boston Financial Data Services, Attn: Phoenix Funds, 30 Dan Road,
                                                Canton, MA 02021-2809.

-----------------------------------------------------------------------------------------------------------------------------------
By Federal Funds wire                           Call us at (800) 243-1574 (press 1, then 0).
-----------------------------------------------------------------------------------------------------------------------------------

The price at which a purchase is effected is based on the net asset value determined after receipt of a purchase order by the funds' Transfer Agent.

HOW TO SELL SHARES

You have the right to have the fund buy back shares at the net asset value next determined after receipt of a redemption order by the funds' Transfer Agent or an authorized agent. Subject to certain restrictions, shares may be redeemed by telephone or in writing. In addition, shares may be sold through securities dealers, brokers or agents who may charge customary commissions or fees for their services. The fund does not charge any redemption fees. Payment for shares redeemed is made within seven days; however, redemption proceeds will not be disbursed until each check used for purchases of shares has been cleared for payment by your bank, which may take up to 15 days after receipt of the check.

Phoenix Insight Money Market Fund 9


-----------------------------------------------------------------------------------------------------------------------------------
                                                TO SELL SHARES

-----------------------------------------------------------------------------------------------------------------------------------
Through a financial advisor                     Contact your advisor. Some advisors may charge a fee and may set different
                                                minimums on redemptions of accounts.
-----------------------------------------------------------------------------------------------------------------------------------
Through the mail                                Send a letter of instruction and any share certificates (if you hold
                                                certificate shares) to: State Street Bank, P.O. Box 8301, Boston, MA 02266-8301.
                                                Be sure to include the registered owner's name, fund and account number and number
                                                of shares or dollar value you wish to sell.
-----------------------------------------------------------------------------------------------------------------------------------

Through express delivery                        Send a letter of instruction and any share certificates (if you hold
                                                certificate shares) to: Boston Financial Data Services, Attn: Phoenix Funds,
                                                30 Dan Road, Canton, MA 02021-2809. Be sure to include the registered owner's
                                                name, fund and account number and number of shares or dollar value you wish
                                                to sell.

-----------------------------------------------------------------------------------------------------------------------------------
By telephone                                    Requests can be made by calling (800) 243-1574.
-----------------------------------------------------------------------------------------------------------------------------------

THINGS YOU SHOULD KNOW WHEN SELLING SHARES

You may realize a taxable gain or loss (for federal income tax purposes) if you redeem shares of the fund. Additional documentation will be required for redemptions by organizations, fiduciaries, or retirement plans, or if a redemption is requested by anyone but the shareholder(s) of record. Transfers between broker-dealer "street" accounts are governed by the accepting broker-dealer. Questions regarding this type of transfer should be directed to your financial advisor. Redemption requests will not be honored until all required documents, in proper form, have been received. To avoid delay in redemption or transfer, shareholders having questions about specific requirements should contact the funds' Transfer Agent at (800) 243-1574. In the case of requests received by 12:00 Noon (eastern time), redemption proceeds generally will be sent by 2:30 PM (eastern time); in the case of requests received by 3:30 PM (eastern time), payment generally will be made by 5:00 PM (eastern time); and in the case of requests received after 3:30 PM (eastern time), payment generally will be made the next business day.

REDEMPTIONS BY MAIL

>        Send a clear letter of instruction including the name of the fund
         shares to be sold and a properly executed stock power or any related
         instruction transmittal specifying account number and the name of the
         shareholder exactly as registered.

>        If you are selling shares held in a corporate or fiduciary account,
         please contact the funds' Transfer Agent at (800) 243-1574.

10 Phoenix Insight Money Market Fund


If required, the signature guarantee must be a STAMP 2000 Medallion guarantee and be made by an eligible guarantor institution as defined by the funds' Transfer Agent in accordance with its signature guarantee procedures. Guarantees using previous technology medallions will not be accepted. Currently, the Transfer Agent's signature guarantee procedures generally permit guarantees by banks, broker-dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations.

SELLING SHARES BY TELEPHONE

The Transfer Agent will use reasonable procedures to confirm that telephone instructions are genuine. Address and bank account information are verified, redemption instructions are taped, and all redemptions are confirmed in writing.

The individual investor bears the risk from instructions given by an unauthorized third party that the Transfer Agent reasonably believed to be genuine.

The Transfer Agent may modify or terminate the telephone redemption privilege at any time with 60 days notice to shareholders, except for instances of disruptive trading or market timing; in such cases, the telephone redemption privilege may be suspended immediately, followed by written notice.

During times of drastic economic or market changes, telephone redemptions may be difficult to make or be temporarily suspended.

DISCLOSURE OF FUND HOLDINGS

The fund makes available on the Phoenix Funds' Web sites, PhoenixFunds.com or PhoenixInvestments.com, information with respect to its top 10 holdings and summary composition data derived from portfolio holdings information. This information is posted to the Web sites at the end of each month with respect to the top 10 holdings, and at the end of each quarter with respect to summary composition information, generally within 10 business days. This information will remain available on the Web sites until full portfolio holdings information becomes publicly available. A full listing of the fund's portfolio holdings becomes publicly available (i) as of the end of its second and fourth fiscal quarters in shareholder reports, which are sent to all shareholders and are filed with the Securities and Exchange Commission ("SEC") on Form N-CSR, and
(ii) at the end of its first and third fiscal quarters by filing with the SEC a Form N-Q. The fund's shareholder reports are available without charge on Phoenix's Web site at PhoenixFunds.com (also accessible at PhoenixInvestments.com). The fund's Form N-Q filings are available on the SEC's Internet site at sec.gov. A more detailed description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio securities is also available in the Statement of Additional Information.

Phoenix Insight Money Market Fund 11


TAX STATUS OF DISTRIBUTIONS

The fund accrues dividends daily and plans to make distributions from net investment income monthly. Distributions of net realized capital gains, if any, will be made at least annually.

Distributions of short-term capital gains (gains on securities held for a year or less) and net investment income are taxable to shareholders as ordinary income. Under the Jobs and Growth Tax Reconciliation Act of 2003, certain distributions of long-term capital gains and certain dividends are taxable at a lower rate than ordinary income. Long-term capital gains, if any, distributed to shareholders and which are designated by a fund as capital gain distributions, are taxable to shareholders as long-term capital gain distributions regardless of the length of time you have owned your shares.

Unless you elect to receive distributions in cash, dividends and capital gain distributions are paid in additional shares. All distributions, cash or additional shares, are subject to federal income tax and may be subject to state, local and other taxes.

MASTER FUND/FEEDER FUND STRUCTURE

The Board of Trustees has the authority to convert the fund to a "feeder" fund in a Master Fund/Feeder Fund Structure in which the fund, instead of investing in portfolio securities directly, would seek to achieve its investment objective by investing all of its investable assets in a separate "master" fund having the same investment objectives and substantially similar investment restrictions. Other funds with similar objectives and restrictions could also invest in the same Master Fund. The purpose of such an arrangement is to achieve greater operational efficiencies and reduce costs.

12 Phoenix Insight Money Market Fund


FINANCIAL HIGHLIGHTS

The table is intended to help you understand the fund's financial performance for the past five years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends and distributions). This information for the year ended December 31, 2006 has been audited by the fund's independent registered public accounting firm, PricewaterhouseCoopers LLP. For periods prior to December 31, 2006, this information was audited by the fund's previous independent registered public accounting firm. PricewaterhouseCoopers LLP's report, together with the fund's financial statements, is included in the fund's most recent Annual Report, which is available upon request.

                                                                            MONEY MARKET FUND
                                                   ------------------------------------------------------------------------
                                                                          YEAR ENDED DECEMBER 31,
                                                         2006         2005         2004          2003          2002
                                                       --------     --------     --------      --------      --------
Net Asset Value, Beginning of Period                     $1.00        $1.00        $1.00         $1.00         $1.00
                                                        ------       ------       ------        ------        ------
INCOME FROM INVESTMENT OPERATIONS:
   Net Investment Income                                 0.049        0.031        0.013         0.010         0.018
   Net Realized and Unrealized Gain/(Loss) on
     Investments                                            --           --           --            --            --
                                                        ------       ------       ------        ------        ------
     TOTAL FROM INVESTMENT OPERATIONS                    0.049        0.031        0.013         0.010         0.018
                                                        ------       ------       ------        ------        ------
LESS DISTRIBUTIONS:
   Net Investment Income                                (0.049)      (0.031)      (0.013)       (0.010)       (0.018)
   Distributions from Net Realized Gains                    --           --           --            --            --
                                                        ------       ------       ------        ------        ------
     TOTAL DISTRIBUTIONS                                (0.049)      (0.031)      (0.013)       (0.010)       (0.018)
                                                        ------       ------       ------        ------        ------
NET ASSET VALUE, END OF PERIOD                           $1.00        $1.00        $1.00         $1.00         $1.00
                                                        ======       ======       ======        ======        ======
Total Return                                              5.04%        3.15%        1.28%         1.05%         1.79%
RATIOS/SUPPLEMENTAL DATA:
   Net Assets, End of Period ($000)                   $440,609   $1,409,677   $1,029,184      $478,586    $1,434,436
   Ratio of Expenses to Average Net Assets                0.17%        0.17%        0.17%         0.22%         0.22%
   Ratio of Expenses to Average Net Assets
     (Excluding Waivers)                                  0.24%        0.30%        0.30%         0.28%         0.28%
   Ratio of Net Investment Income to Average
     Net Assets                                           4.81%        3.24%        1.35%         1.10%         1.70%

Phoenix Insight Money Market Fund 13


[LOGO]

PHOENIX

Phoenix Equity Planning Corporation
P.O. Box 150480
Hartford, CT 06115-0480

ADDITIONAL INFORMATION
You can find more information about the Fund in the following documents:

ANNUAL AND SEMIANNUAL REPORTS
Annual and semiannual reports contain more information about the Fund's investments. The annual report discusses the market conditions and investment strategies that significantly affected the Fund's performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)
The SAI contains more detailed information about the Fund. It is incorporated by reference and is legally part of the prospectus. To obtain free copies of these documents, you can download copies from the Individual Investors section of our Web site, phoenixfunds.com, or you can request copies by calling us toll-free at 1-800-243-1574.

Information about the Fund (including the SAI) can be reviewed and copied at the Securities and Exchange Commission's (SEC) Public Reference Room in Washington,
DC. For information about the operation of the Public Reference Room, call 1-202-551-8090. This information is also available on the SEC's Internet site at sec.gov. You may also obtain copies upon payment of a duplicating fee by writing the Public Reference Section of the SEC, Washington, DC 20549-6009 or by electronic request at publicinfo@sec.gov.

Mutual Fund Services: 1-800-243-1574
Text Telephone: 1-800-243-1926

NOT INSURED BY FDIC/NCUSIF OR ANY FEDERAL GOVERNMENT AGENCY. NO BANK GUARANTEE. NOT A DEPOSIT. MAY LOSE VALUE.

Investment Company Act File No. 811-7447
PXP4494 BPD31643 5-07


                                                                          [logo]

                                                                         PHOENIX
--------------------------------------------------------------------------------
                                                                      PROSPECTUS

PHOENIX INSIGHT FUNDS

MONEY MARKET FUND -
CLASS A SHARES

Phoenix Insight
Government Money Market Fund

Phoenix Insight
Money Market Fund

Phoenix Insight
Tax-Exempt Money Market Fund

TRUST NAME:
PHOENIX INSIGHT FUNDS TRUST

May 1, 2007

Wouldn't you rather have this document e-mailed to you? Eligible shareholders can sign up for E-Delivery at phoenixfunds.com

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus contains important information that you should know before investing in the Phoenix Insight Funds. Please read it carefully and retain it for future reference.


PHOENIX INSIGHT FUNDS TRUST
MONEY MARKET FUNDS -- CLASS A SHARES

TABLE OF CONTENTS

Phoenix Insight Money Market Funds

  Introduction to Phoenix Insight Money Market Funds.........................  1

  Phoenix Insight Government Money Market Fund...............................  2

  Phoenix Insight Money Market Fund..........................................  5

  Phoenix Insight Tax-Exempt Money Market Fund...............................  8

Risks Related to Principal Investment Strategies............................. 11


Fund Fees and Expenses....................................................... 13

Additional Investment Techniques and Related Risks........................... 14

Management of the Funds...................................................... 15

Pricing of Fund Shares....................................................... 17

Sales Charges................................................................ 19

Your Account................................................................. 19

How to Buy Shares............................................................ 22

How to Sell Shares........................................................... 22

Things You Should Know When Selling Shares................................... 23

Account Policies ............................................................ 25

Investor Services and Other Information...................................... 27

Tax Status of Distributions.................................................. 29

Master Fund/Feeder Fund Structure............................................ 30

Financial Highlights......................................................... 31


PHOENIX INSIGHT MONEY MARKET FUNDS

INTRODUCTION TO PHOENIX INSIGHT MONEY MARKET FUNDS

> Money market funds invest in short-term money market instruments issued by banks, other U.S. corporations, the U.S. Government, state or local governments, and other entities. These securities may include certificates of deposit, bankers' acceptances, variable rate demand notes, fixed-term obligations, commercial paper, asset-backed securities and repurchase agreements.

> Money market funds must conform to a number of regulations, including rules that require each fund to:

o limit the dollar-weighted average maturity of their investments to 90 days or less;

o buy only high-quality, short-term money market instruments; and

o buy securities with remaining maturities no longer than 397 days.

> Each fund's investment objective is not fundamental and may be changed by the Board of Trustees without approval by the fund's shareholders. There is no guarantee that a fund will achieve its objective.

> An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

> Each fund's principal risks are provided in an alphabetical listing within the fund description that follows. These risks are discussed in detail under "Risks Related to Principal Investment Strategies" beginning on page 11.

Phoenix Insight Money Market Funds 1


PHOENIX INSIGHT GOVERNMENT MONEY MARKET FUND

INVESTMENT OBJECTIVE

Phoenix Insight Government Money Market Fund has an investment objective to seek to provide as high a level of current income from government obligations as is consistent with preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

> The fund invests only in high-quality, short-term money market instruments that, in the opinion of the fund's subadviser, present minimal credit risks. The fund normally invests at least 80% of its assets in government money market securities which are defined as:

o U.S. Treasury securities whose interest and principal payments are backed by the full faith and credit of the U.S. Government and securities issued by U.S. Government agencies and instrumentalities whose interest and principal payments may be supported by the full faith and credit of the U.S. Treasury (such as Government National Mortgage Association participation certificates); or

o Securities issued by the U.S. Government whose interest and principal payments are not backed by the full faith and credit of the U.S. Government and may be supported by the limited authority of the issuer to borrow from the U.S. Treasury (such as securities of the Federal Home Loan Bank); the discretionary authority of the U.S. Government to purchase certain obligations (such as securities of the Federal National Mortgage Association); or the credit of the issuer only; and repurchase agreements collateralized by U.S. Government securities.

The fund's policy of investing at least 80% of its assets in government short-term money market instruments may be changed only upon 60 days written notice to shareholders.

2 Phoenix Insight Government Money Market Fund


> The fund will purchase only securities (other than U.S. Government securities) that have been rated within the two highest rating categories by at least two nationally recognized statistical rating organizations, unless only one such agency has rated the security, (or, if not rated, are considered by the adviser to be of comparable quality). No more than 5% of the fund's assets will be invested in securities in the second highest rating category. The fund's current income generally will be lower than the income provided by funds that invest in securities with longer maturities or lower quality.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Counterparty Risk - The risk that the fund incurs when it engages in certain investment techniques where it relies on the other party to consummate the transaction and is subject to the risk of default by the other party.

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Principal Stability Risk - The risk that the fund may not be able to maintain a stable net asset value of $1.00.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 11.

Phoenix Insight Government Money Market Fund 3


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Government Money Market Fund. The bar chart shows changes in the fund's Class A Shares performance from year to year over a 10-year period. The table shows the fund's average annual returns for one, five and ten years. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         Calendar Year          Annual Return (%)
             1997                      5.17
             1998                      5.08
             1999                      4.67
             2000                      5.87
             2001                      3.68
             2002                      1.30
             2003                      0.67
             2004                      0.88
             2005                      2.70
             2006                      4.76

          BEST QUARTER: Q4 2000  1.52%  WORST QUARTER: Q3 2003  0.14%

--------------------------------------------------------------------------------


  AVERAGE ANNUAL TOTAL RETURNS
  (FOR THE PERIODS ENDED 12/31/06)      1 YEAR        5 YEARS        10 YEARS
--------------------------------------------------------------------------------
  Class A Shares                         4.76%        2.05%            3.46%
--------------------------------------------------------------------------------

The fund's 7-day yield on December 31, 2006 was 4.80% for Class A Shares.

4 Phoenix Insight Government Money Market Fund


PHOENIX INSIGHT MONEY MARKET FUND

INVESTMENT OBJECTIVE

Phoenix Insight Money Market Fund has an investment objective to seek to provide as high a level of current income as is consistent with its investment policies and with preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

> The fund invests only in high-quality, short-term money market instruments that, in the opinion of the fund's subadviser, present minimal credit risks. The fund invests in a broad range of short-term money market instruments, including U.S. Government securities, repurchase agreements, as well as bank and commercial obligations. Commercial paper purchased by the fund will consist of U.S. dollar-denominated direct obligations of domestic and foreign corporate issuers, including bank holding companies.

> The fund will purchase only U.S. dollar-denominated securities. In addition, the fund will purchase only securities (other than U.S. Government securities) that have been rated within the two highest rating categories by at least two nationally recognized statistical rating organizations, unless only one such agency has rated the security, (or, if not rated, are considered by the subadviser to be of comparable quality). No more than 5% of the fund's assets will be invested in securities in the second highest rating category. The fund's current income generally will be lower than the income provided by funds that invest in securities with longer maturities or lower quality.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Counterparty Risk - The risk that the fund incurs when it engages in certain investment techniques where it relies on the other party to consummate the transaction and is subject to the risk of default by the other party.

Phoenix Insight Money Market Fund 5


o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Foreign Securities - The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Principal Stability Risk - The risk that the fund may not be able to maintain a stable net asset value of $1.00.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 11.

6 Phoenix Insight Money Market Fund


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Money Market Fund. The bar chart shows changes in the fund's Class A Shares performance from year to year over a 10-year period. The table shows the fund's average annual returns for one, five and ten years. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         Calendar Year          Annual Return (%)
             1997                      5.35
             1998                      5.25
             1999                      4.92
             2000                      6.09
             2001                      3.85
             2002                      1.48
             2003                      0.74
             2004                      0.94
             2005                      2.80
             2006                      4.93


          BEST QUARTER: Q4 2000  1.57% WORST QUARTER: Q3 2003  0.15%

--------------------------------------------------------------------------------


  AVERAGE ANNUAL TOTAL RETURNS
  (FOR THE PERIODS ENDED 12/31/06)      1 YEAR        5 YEARS        10 YEARS
--------------------------------------------------------------------------------
  Class A Shares                         4.93%         2.17%           3.62%
--------------------------------------------------------------------------------

The fund's 7-day yield on December 31, 2006 was 4.88% for Class A Shares.

Phoenix Insight Money Market Fund 7


PHOENIX INSIGHT TAX-EXEMPT MONEY MARKET FUND

INVESTMENT OBJECTIVE

Phoenix Insight Tax-Exempt Money Market Fund has an investment objective to seek to provide as high a level of current income that is exempt from federal income taxes as is consistent with its investment policies and with preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

> The fund normally invests at least 80% of its assets in high-quality, short-term money market instruments that generate income that is generally exempt from federal income tax and are not subject to the alternative minimum tax. This policy is fundamental and may only be changed by shareholder approval. The fund may also invest in securities that generate income that is not exempt from federal or state income tax.

Income exempt from federal or state income tax may be subject to state or local income tax. Any capital gains distributed by the fund may be taxable.

> The fund will invest primarily in U.S. dollar-denominated municipal securities.

> The fund will purchase only securities (other than U.S. Government securities) that have been rated within the two highest rating categories by at least two nationally recognized rating agencies, unless only one such agency has rated the security, (or, if not rated, are considered by the subadviser to be of comparable quality). The fund's current income generally will be lower than the income provided by funds that invest in securities with taxable income or securities with longer maturities or lower quality.

> Depending on market conditions, the fund may temporarily hold up to 20% of the current value of its assets in securities whose interest income is subject to taxation.

8 Phoenix Insight Tax-Exempt Money Market Fund


RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

o Counterparty Risk - The risk that the fund incurs when it engages in certain investment techniques where it relies on the other party to consummate the transaction and is subject to the risk of default by the other party.

o Credit Risk - The risk that an issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer's ability to make such payments will cause the price of the security to decline.

o Income Risk - The risk that falling interest rates will cause the fund's income to decline.

o Manager Risk - The risk that poor security selection will cause the fund to underperform other funds with a similar investment objective.

o Municipal Market Risk - The risk that certain factors may negatively affect the value of municipal securities and, as a result, the share price of the fund.

o Principal Stability Risk - The risk that the fund may not be able to maintain a stable net asset value of $1.00.

For a more detailed description of the above risks, see Risks Related to Principal Investment Strategies, page 11.

Phoenix Insight Tax-Exempt Money Market Fund 9


PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing in the Phoenix Insight Tax-Exempt Money Market Fund. The bar chart shows changes in the fund's Class A Shares performance from year to year over a 10-year period. The table shows the fund's average annual returns for one, five and ten years. The fund's past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

         Calendar Year          Annual Return (%)
             1997                      3.17
             1998                      3.02
             1999                      2.75
             2000                      3.58
             2001                      2.34
             2002                      0.99
             2003                      0.55
             2004                      0.65
             2005                      1.87
             2006                      3.18


           BEST QUARTER: Q2 2006  0.97% WORST QUARTER: Q3 2003  0.10%


  AVERAGE ANNUAL TOTAL RETURNS
  (FOR THE PERIODS ENDED 12/31/06)      1 YEAR        5 YEARS        10 YEARS
--------------------------------------------------------------------------------
  Class A Shares                         3.18%         1.44%           2.21%
--------------------------------------------------------------------------------

The fund's 7-day yield on December 31, 2006 was 3.32% for Class A Shares.

10 Phoenix Insight Tax-Exempt Money Market Fund


RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund.

Specific risks of investing in the various money market funds are indicated in the chart below and described in detail following the chart.

-----------------------------------------------------------------------------------------------------------------------------------
                                               GOVERNMENT                                                      TAX-EXEMPT
  RISKS FOR ONE OR                            MONEY MARKET                    MONEY MARKET                   MONEY MARKET
  MORE FUNDS                                      FUND                            FUND                          FUND
------------------------------------ ------------------------------- ----------------------------- --------------------------------
  Counterparty                                      X                              X                              X
------------------------------------ ------------------------------- ----------------------------- --------------------------------
  Credit                                            X                              X                              X
------------------------------------ ------------------------------- ----------------------------- --------------------------------
  Foreign Securities                                                               X
------------------------------------ ------------------------------- ----------------------------- --------------------------------
  Income                                            X                              X                              X
------------------------------------ ------------------------------- ----------------------------- --------------------------------
  Manager                                           X                              X                              X
------------------------------------ ------------------------------- ----------------------------- --------------------------------
  Municipal Market                                                                                                X
------------------------------------ ------------------------------- ----------------------------- --------------------------------
  Principal Stability                               X                              X                              X
-----------------------------------------------------------------------------------------------------------------------------------

COUNTERPARTY RISK

The risk that a fund incurs when it engages in repurchase, reverse repurchase, derivative, when-issued, forward-commitment, delayed-settlement and securities-lending transactions or other similar transactions with another party, relies on the other party to consummate the transaction and is subject to the risk of default by the other party. Failure of the other party to consummate the transaction may result in the fund's incurring a loss or missing an opportunity to obtain a price believed to be advantageous.

CREDIT RISK

The risk that an issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer's ability to make such payments will

Phoenix Insight Money Market Funds 11


cause the price of the security to decline. Debt securities rated below investment-grade are especially susceptible to this risk.

FOREIGN SECURITIES RISK

The risk that the prices of foreign securities may be more volatile than those of their domestic counterparts owing in part to possible political or economic instability; limits on repatriation of capital; exchange controls or exchange rate fluctuations; less publicly available information as a result of accounting, auditing, and financial reporting standards different from those used in the U.S.; more volatile markets; less securities regulation; less favorable tax provisions; war or expropriation.

INCOME RISK

The risk that falling interest rates will cause a fund's income to decline. A fund's dividends decline when interest rates fall because the fund then must invest in lower-yielding bonds.

MANAGER RISK

The risk that poor security selection will cause a fund to underperform other funds with a similar investment objective.

MUNICIPAL MARKET RISK

The risk that certain factors may negatively affect the value of municipal securities, and, as a result, the share price of a fund that invests in them. These factors include political or legislative changes, uncertainties related to the tax status of the securities or the rights of investors in the securities. A fund may invest in municipal obligations that are related in such a way (e.g., multiple apparently unrelated issues that depend on the financial rating or support of a single government unit) that an economic, business or political development or change that affects one of these obligations would also affect the others.

PRINCIPAL STABILITY RISK

The risk that a money market fund may not be able to maintain a stable net asset value of $1.00 per share.

12 Phoenix Insight Money Market Funds


FUND FEES AND EXPENSES

The tables below illustrate all the fees and expenses that you may pay if you buy and hold Class A Shares of the Phoenix Insight Money Market Funds.

                                                                                                                     CLASS A
                                                                                                                      SHARES
                                                                                                                      ------

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Maximum Sales Charge (load) Imposed on Purchases                                                                      None

Maximum Deferred Sales Charge (load) (as a percentage of the lesser of the value redeemed                             None
or the amount invested)

Maximum Sales Charge (load) Imposed on Reinvested Dividends                                                           None

Redemption Fee                                                                                                        None

Exchange Fee                                                                                                          None
                                                                                                              ---------------------

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND
ASSETS)

                                                                            GOVERNMENT                             TAX-EXEMPT
                                                                              MONEY               MONEY              MONEY
                                                                              MARKET             MARKET              MARKET
                                                                              ------             ------              ------


Management Fees                                                               0.10%             0.10%                0.10%

Distribution (12b-1) Fees                                                     0.10%             0.10%                0.10%

Shareholder Servicing Fees                                                    0.25%             0.25%                0.25%

Other Expenses(a)                                                             0.15%             0.08%(b)             0.10%
                                                                              -----             ------               -----

TOTAL ANNUAL FUND OPERATING EXPENSES(C)                                       0.60%             0.53%                0.55%
                                                                              =====             =====                =====

(a) Restated to reflect current fee structure.
(b) Effective October 1, 2006, the fund's investment adviser voluntarily agreed to limit the total operating expenses (excluding 12b-1 and/or other shareholder servicing fees, interest, taxes and extraordinary expenses), so that such expenses do not exceed 0.53% for Class A Shares of the Money Market Fund. Actual Total Annual Fund Operating Expenses, after expense reimbursement, were 0.52% for Class A Shares of the Money Market Fund. The adviser may discontinue this expense cap at any time. The adviser will not seek to recapture any operating expenses reimbursed under this arrangement, unless authorized to do so by the Board of Trustees.

Phoenix Insight Money Market Funds 13


EXAMPLE

This example is intended to help you compare the cost of investing in Class A Shares of the fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

------------------------------------------------------------------------------------------------------------------------------------
   FUND                                                  1 YEAR              3 YEARS             5 YEARS             10 YEARS
------------------------------------------------------------------------------------------------------------------------------------

   Government Money Market                                 $61                $192                 $335                $750
------------------------------------------------------------------------------------------------------------------------------------
   Money Market                                            $54                $170                 $296                $665
------------------------------------------------------------------------------------------------------------------------------------
   Tax-Exempt Money Market                                 $56                $176                 $307                $689
------------------------------------------------------------------------------------------------------------------------------------

Note: Your actual expenses for the Money Market Fund Class A Shares may be lower than those shown in the table above since the expense levels used to calculate the figures shown do not include the voluntary reimbursement of expenses over a certain level by the fund's investment adviser.

ADDITIONAL INVESTMENT TECHNIQUES AND RELATED RISKS

MUNICIPAL MARKET RISK

The Money Market Fund may invest in taxable municipal securities. Certain factors may negatively affect the value of municipal securities, and, as a result, the share price of a fund that invests in them. These factors include political or legislative changes, uncertainties related to the tax status of the securities or the rights of investors in the securities. The fund may invest in municipal obligations that are related in such a way (e.g., multiple apparently unrelated issues that depend on the financial rating or support of a single government unit) that an economic, business or political development or change that affects one of these obligations would also affect the others.

14 Phoenix Insight Money Market Funds


MANAGEMENT OF THE FUNDS

THE ADVISER

Phoenix Investment Counsel, Inc. (Phoenix) is the investment adviser to each fund in the Phoenix Insight Funds Trust and is located at 56 Prospect Street, Hartford, CT 06115. Phoenix acts as the investment adviser for over 60 mutual funds and as adviser to institutional clients. As of December 31, 2006, Phoenix had approximately $28.7 billion in assets under management. Phoenix has acted as an investment adviser for over 70 years.

Subject to the direction of the funds' Board of Trustees, Phoenix is responsible for managing the funds' investment program, and for the general operations of the funds, including oversight of the funds' subadviser. Phoenix has appointed and oversees the activities of Harris Investment Management, Inc. (Harris) as the investment subadviser for each of the funds. Prior to May 18, 2006, Harris was each fund's investment adviser.

The funds each separately pay Phoenix a monthly investment management fee that is accrued daily against the value of the respective fund's net assets at the annual rate of 0.14% of the fund's first $100 million of net assets, plus 0.10% of the fund's remaining net assets.

During the last fiscal year, the funds paid total management fees as follows:
Government Money Market Fund - $569,172; Money Market Fund - $5,000,450; and Tax-Exempt Money Market Fund - $1,334,217.

THE SUBADVISER

Harris is the subadviser to each of the funds and is located at 190 South LaSalle Street, 4th Floor, P. O. Box 755, Chicago, IL 60603. Harris has been an investment adviser since 1989. Harris is a wholly-owned subsidiary of Harris Bankcorp, Inc. Harris Bankcorp, Inc. is a wholly-owned subsidiary of Harris Financial Corp., which is a wholly-owned subsidiary of Bank of Montreal, a publicly-traded Canadian banking institution. As of December 31, 2006, Harris had approximately $16.4 billion in assets under management.

Phoenix Insight Money Market Funds 15


Phoenix pays Harris a subadvisory fee at the annual rate of 0.07% of each fund's first $100 million of net assets, plus 0.05% of the fund's remaining net assets.

For each fund, the subadvisory fee payable to Harris will be reduced by 50% of any reimbursements or waivers by Phoenix.

A discussion regarding the basis for the Board of Trustees' approving the investment advisory agreement with Phoenix and the subadvisory agreement with Harris is available in the funds' semiannual report covering the period from January 1, 2006 through June 30, 2006.

PORTFOLIO MANAGERS

GOVERNMENT MONEY MARKET FUND

PETER J. ARTS, Principal, Head of Cash Management and Portfolio Manager (Harris) Mr. Arts joined Harris in 1995. He has 13 years of investment management experience and has served as a manager of the fund since 2004. Mr. Arts is also a manager of the Money Market Fund and the Tax-Exempt Money Market Fund.

BOYD R. EAGER, Principal and Portfolio Manager (Harris) Mr. Eager joined HIM in 1996. He has 11 years of investment management experience and has served as a manager of the fund since 2004. Mr. Eager is also a manager of the Money Market Fund and the Tax-Exempt Money Market Fund.

KIMBERLY J. KEYWELL, Principal and Portfolio Manager (Harris) Prior to joining Harris in 1995, Ms. Keywell served as an Associate Portfolio Manager for the trust department of a large banking institution. She has 15 years of investment management experience and has served as a manager of the fund since May 2006. Ms. Keywell is also a manager of the Intermediate Tax Exempt Bond Fund, the Tax-Exempt Bond Fund, the Money Market Fund and the Tax-Exempt Money Market Fund.

MONEY MARKET FUND

PETER J. ARTS, Principal, Head of Cash Management and Portfolio Manager (Harris) Mr. Arts has served as a manager of the fund since 2004. See information for the Government Money Market Fund.

16 Phoenix Insight Money Market Funds


BOYD R. EAGER, Principal and Portfolio Manager (Harris) Mr. Eager has served as a manager of the fund since 2004. See information for the Government Money Market Fund.

KIMBERLY J. KEYWELL, Principal and Portfolio Manager (Harris) Ms. Keywell was appointed as a manager of the fund in 2006. See information for the Government Money Market Fund.

TAX-EXEMPT MONEY MARKET FUND

KIMBERLY J. KEYWELL, Principal and Portfolio Manager (Harris) Ms. Keywell has served as a manager of the fund since 1998. See information for the Government Money Market Fund.

PETER J. ARTS, Principal, Head of Cash Management and Portfolio Manager (Harris) Mr. Arts has served as a manager of the fund since 2004. See information for the Government Money Market Fund.

BOYD R. EAGER, Principal and Portfolio Manager (Harris) Mr. Eager was appointed as a manager of the fund in May 2006. See information for the Government Money Market Fund.

Please refer to the Statement of Additional Information for additional information about each fund's Portfolio Managers including the structure of and method of computing compensation, other accounts they manage and their ownership of shares of the funds.

PRICING OF FUND SHARES

HOW IS THE SHARE PRICE DETERMINED?

Each fund calculates a share price for each class of its shares. The share price for each class is based on the net assets of the fund and the number of outstanding shares of that class. In general, each fund calculates a share price for each class by:

o adding the values of all securities and other assets of the fund;

Phoenix Insight Money Market Funds 17


o subtracting liabilities; and

o dividing the result by the total number of outstanding shares of that class.

Assets: Securities held in the money market funds are valued at amortized cost. As required, some securities and assets are valued at fair value as determined in good faith by, or under the direction of, the Board of Trustees. Other assets, such as accrued interest, accrued dividends and cash are also included in determining a fund's net asset value.

Liabilities: Accrued liabilities for class specific expenses (if any), distribution fees, service fees and other liabilities are deducted from the assets of each class. Accrued expenses and liabilities that are not class specific (such as management fees) are allocated to each class in proportion to each class's net assets except where an alternative allocation can be more appropriately made.

Net Asset Value: The liabilities allocated to a class are deducted from the proportionate interest of such class in the assets of the applicable fund. The resulting amount for each class is then divided by the number of shares outstanding of that class to produce each class's net asset value per share.

The net asset value per share of each class of each fund is determined as of the times indicated below on each business day, except on those days the Securities Industry and Financial Markets Association (formerly, the Bond Market Association) ("SIFMA") recommends that the U.S. bond market remains closed.

-------------------------------------------------------------------------------
Government Money Market Fund               4:30 PM eastern time
------------------------------------------ ------------------------------------
Money Market Fund                          12:00 Noon and 4:30 PM eastern time
------------------------------------------ ------------------------------------
Tax-Exempt Money Market Fund               12:00 Noon eastern time
-------------------------------------------------------------------------------

The funds may price their shares at an earlier time if an early close is recommended by SIFMA. A fund will not calculate its net asset value per share class on days SIFMA has recommended that the U.S. bond market remains closed.

AT WHAT PRICE ARE SHARES PURCHASED?

For the money market funds, investments received by the funds' authorized agents will be executed based on the next-determined net asset values. Shares credited to

18 Phoenix Insight Money Market Funds


your account from the reinvestment of fund distributions will be in full and fractional shares that are purchased at the next-determined net asset value following the dividend record date.

SALES CHARGES

WHAT SHARE CLASSES ARE OFFERED?

The money market funds offer three classes of shares. This Prospectus contains information for Class A Shares only. Prior to June 26, 2006 Class A Shares were named Class N Shares. Currently, Class A Shares of the money market funds are purchased without any sales charge. The funds have adopted distribution and service plans allowed under Rule 12b-1 of the Investment Company Act of 1940 as amended ("the 1940 Act"), that authorize the funds to pay distribution and service fees for the sale of their shares and for services provided to shareholders. The money market funds have adopted Shareholder Servicing Plans in addition to the distribution and service plans allowed under Rule 12b-1. Because distribution and service fees are paid out of a fund's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

YOUR ACCOUNT

OPENING AN ACCOUNT

Your financial advisor can assist you with your initial purchase as well as all phases of your investment program. If you are opening an account by yourself, please follow the instructions outlined below.

The funds have established the following preferred methods of payment for fund shares:

Phoenix Insight Money Market Funds 19


o Checks drawn on an account in the name of the investor and made payable to Phoenix Funds;

o Checks drawn on an account in the name of the investor's company or employer and made payable to Phoenix Funds; or

o Wire transfers or Automatic Clearing House (ACH) transfers from an account in the name of the investor, or the investor's company or employer.

Payment in other forms may be accepted at the discretion of the funds. Please specify the name(s) of the fund or funds in which you would like to invest on the check or transfer instructions.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. Accordingly, when you open an account, we will ask for your name, address, date of birth and other information that will allow us to identify you. We may check the information you provide against publicly available databases, information obtained from consumer reporting agencies, other financial institutions or other sources. If, after reasonable effort, we cannot verify your identity, we reserve the right to close the account and redeem the shares at net asset value next calculated after the decision is made by us to close the account.

STEP 1.

Your first choice will be the INITIAL amount you intend to invest.

Minimum INITIAL investments:

o $25 for individual retirement accounts (IRAs), accounts that use the systematic exchange privilege or accounts that use the Systematic Purchase program. (See below for more information on the Systematic Purchase program.)

o There is no initial dollar requirement for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans. There is also no minimum for reinvesting dividends and capital gains into another account.

20 Phoenix Insight Money Market Funds


o $500 for all other accounts.

Minimum ADDITIONAL investments:

o $25 for any account.

o There is no minimum additional investment requirement for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans. There is also no minimum additional investment requirement for reinvesting dividends and capital gains into an existing account.

The funds reserve the right to refuse any purchase order for any reason.

STEP 2.

Your next choice will be how you want to receive any dividends and capital gain distributions. Your options are:

o Receive both dividends and capital gain distributions in additional shares;

o Receive dividends in additional shares and capital gain distributions in cash;

o Receive dividends in cash and capital gain distributions in additional shares; or

o Receive both dividends and capital gain distributions in cash.

No interest will be paid on uncashed distribution checks.

Phoenix Insight Money Market Funds 21


HOW TO BUY SHARES


--------------------------------------------------------------------------------
                                     TO OPEN AN ACCOUNT
----------------------------------- --------------------------------------------

Through a financial advisor         Contact your advisor. Some advisors may
                                    charge a fee and may set different minimum
                                    investments or limitations on buying shares.

----------------------------------- --------------------------------------------

Through the mail                    Complete a New Account Application and send
                                    it with a check payable to the fund. Mail
                                    them to: State Street Bank, P.O. Box 8301,
                                    Boston, MA 02266-8301.

----------------------------------- --------------------------------------------


Through express delivery            Complete a New Account Application and send
                                    it with a check payable to the fund. Send
                                    them to: Boston Financial Data Services,
                                    Attn: Phoenix Funds, 30 Dan Road, Canton, MA
                                    02021-2809.

----------------------------------- --------------------------------------------

By Federal Funds wire               Call us at (800) 243-1574 (press 1, then 0).

----------------------------------- --------------------------------------------


By Systematic Purchase              Complete the appropriate section on the
                                    application and send it with your initial
                                    investment payable to the fund. Mail them
                                    to: State Street Bank, P.O. Box 8301,
                                    Boston, MA 02266-8301.


----------------------------------- --------------------------------------------

By telephone exchange               Call us at (800) 243-1574 (press 1, then 0).


The price at which a purchase is effected is based on the net asset value determined after receipt of a purchase order by the funds' Transfer Agent.

HOW TO SELL SHARES

You have the right to have the funds buy back shares at the net asset value next determined after receipt of a redemption order by the funds' Transfer Agent or an authorized agent. Subject to certain restrictions, shares may be redeemed by telephone or in writing. In addition, shares may be sold through securities dealers, brokers or agents who may charge customary commissions or fees for their services. The funds do not charge any redemption fees. Payment for shares redeemed is made

22 Phoenix Insight Money Market Funds


within seven days; however, redemption proceeds will not be disbursed until each check used for purchases of shares has been cleared for payment by your bank, which may take up to 15 days after receipt of the check. For the money market funds, in the case of requests received by 12:00 Noon (eastern time), redemption proceeds generally will be sent by 2:30 PM (eastern time); in the case of requests received by 3:30 PM (eastern time), payment generally will be made by 5:00 PM (eastern time); and in the case of requests received after 3:30 PM (eastern time), payment generally will be made the next business day.


                                    TO SELL SHARES

----------------------------------- --------------------------------------------

Through a financial advisor         Contact your advisor. Some advisors may
                                    charge a fee and may set different minimums
                                    on redemptions of accounts.

----------------------------------- --------------------------------------------

Through the mail                    Send a letter of instruction and any share
                                    certificates (if you hold certificate
                                    shares) to: State Street Bank, P.O. Box
                                    8301, Boston, MA 02266-8301. Be sure to
                                    include the registered owner's name, fund
                                    and account number and number of shares or
                                    dollar value you wish to sell.

----------------------------------- --------------------------------------------

Through express delivery            Send a letter of instruction and any share
                                    certificates (if you hold certificate
                                    shares) to: Boston Financial Data Services,
                                    Attn: Phoenix Funds, 30 Dan Road, Canton, MA
                                    02021-2809. Be sure to include the
                                    registered owner's name, fund and account
                                    number and number of shares or dollar value
                                    you wish to sell.


----------------------------------- --------------------------------------------

By telephone                        For sales up to $50,000, requests can be
                                    made by calling (800) 243-1574.

----------------------------------- --------------------------------------------

By telephone exchange               Call us at (800) 243-1574 (press 1, then 0).


THINGS YOU SHOULD KNOW WHEN SELLING SHARES

You may realize a taxable gain or loss (for federal income tax purposes) if you redeem shares of the funds. Additional documentation will be required for redemptions by organizations, fiduciaries, or retirement plans, or if a redemption is requested by

Phoenix Insight Money Market Funds 23


anyone but the shareholder(s) of record. Transfers between broker-dealer "street" accounts are governed by the accepting broker-dealer. Questions regarding this type of transfer should be directed to your financial advisor. Redemption requests will not be honored until all required documents, in proper form, have been received. To avoid delay in redemption or transfer, shareholders having questions about specific requirements should contact the funds' Transfer Agent at (800) 243-1574.

REDEMPTIONS BY MAIL

> If you are selling shares held individually, jointly, or as custodian under the Uniform Gifts to Minors Act or Uniform Transfers to Minors Act:

Send a clear letter of instruction if all of these apply:

o The proceeds do not exceed $50,000.

o The proceeds are payable to the registered owner at the address on record.

Send a clear letter of instruction with a signature guarantee when any of these apply:

o You are selling more than $50,000 worth of shares.

o The name or address on the account has changed within the last 30 days.

o You want the proceeds to go to a different name or address than on the account.

> If you are selling shares held in a corporate or fiduciary account, please contact the funds' Transfer Agent at (800) 243-1574.

If required, the signature guarantee must be a STAMP 2000 Medallion guarantee and be made by an eligible guarantor institution as defined by the funds' Transfer Agent in accordance with its signature guarantee procedures. Guarantees using previous technology medallions will not be accepted. Currently, the Transfer Agent's signature guarantee procedures generally permit guarantees by banks, broker-dealers,

24 Phoenix Insight Money Market Funds


credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations.

SELLING SHARES BY TELEPHONE

The Transfer Agent will use reasonable procedures to confirm that telephone instructions are genuine. Address and bank account information are verified, redemption instructions are taped, and all redemptions are confirmed in writing.

The individual investor bears the risk from instructions given by an unauthorized third party that the Transfer Agent reasonably believed to be genuine.

The Transfer Agent may modify or terminate the telephone redemption privilege at any time with 60 days notice to shareholders.

During times of drastic economic or market changes, telephone redemptions may be difficult to make or be temporarily suspended.

ACCOUNT POLICIES

REDEMPTION OF SMALL ACCOUNTS

Due to the high cost of maintaining small accounts, if your redemption activity causes your account balance to fall below $200, you may receive a notice requesting you to bring the balance up to $200 within 60 days. If you do not, the shares in the account will be sold at net asset value, and a check will be mailed to the address of record.

DISTRIBUTIONS OF SMALL AMOUNTS

Distributions in amounts less than $10 will automatically be reinvested in additional shares of the applicable fund.

Phoenix Insight Money Market Funds 25


UNCASHED CHECKS

If any correspondence sent by the fund is returned by the postal or other delivery service as "undeliverable," your dividends or any other distribution may be automatically reinvested in the fund.

If your distribution check is not cashed within six months, the distribution may be reinvested in the fund at the current net asset value. You will not receive any interest on uncashed distribution or redemption checks. This provision may not apply to certain retirement or qualified accounts.

EXCHANGE PRIVILEGES

You should read the prospectus of the Phoenix Fund(s) into which you want to make an exchange before deciding to make an exchange. You can obtain a prospectus from your financial advisor or by calling us at (800) 243-4361, or accessing our Web sites at PhoenixFunds.com or PhoenixInvestments.com.

o You may exchange shares of one fund for the same class of shares of another Phoenix Fund; e.g., Class A Shares for Class A Shares. Exchange privileges may not be available for all Phoenix Funds and may be rejected or suspended.

o Exchanges may be made by telephone ((800) 243-1574) or by mail Street Bank, P.O. Box 8301, Boston, MA 02266-8301).

o The amount of the exchange must be equal to or greater than the minimum initial investment required.

o The exchange of shares is treated as a sale and a purchase for federal income tax purposes.

RETIREMENT PLANS

Shares of the funds may be used as investments under the following qualified prototype retirement plans: traditional IRA, rollover IRA, SEP-IRA, SIMPLE IRA, Roth IRA, 401(k) plans, profit-sharing, money purchase plans, and 403(b) plans. For more information, call (800) 243-4361.

26 Phoenix Insight Money Market Funds


INVESTOR SERVICES AND OTHER INFORMATION

SYSTEMATIC PURCHASE is a systematic investment plan that allows you to have a specified amount automatically deducted from your checking or savings account and then deposited into your mutual fund account. Just complete the Systematic Purchase Section on the application and include a voided check.

SYSTEMATIC EXCHANGE allows you to automatically move money from one Phoenix Fund to another on a monthly, quarterly, semiannual or annual basis. Shares of one Phoenix Fund will be exchanged for shares of the same class of another Phoenix Fund at the interval you select. To sign up, just complete the Systematic Exchange Section on the application. Exchange privileges may not be available for all Phoenix Funds and may be rejected or suspended.

TELEPHONE EXCHANGE lets you exchange shares of one Phoenix Fund for the same class of shares in another Phoenix Fund, using our customer service telephone service. (See the "Telephone Exchange" section on the application.) Exchange privileges may not be available for all Phoenix Funds, and may be rejected or suspended.

SYSTEMATIC WITHDRAWAL allows you to periodically redeem a portion of your account on a predetermined monthly, quarterly, semiannual or annual basis. Sufficient shares from your account will be redeemed at the closing net asset value on the applicable payment date, with proceeds to be mailed to you or sent through ACH to your bank (at your selection). For payments to be mailed, shares will be redeemed on the 15th of the month so that the payment is made about the 20th of the month. For ACH payments, you may select the day of the month for the payments to be made; if no date is specified, the payments will occur on the 15th of the month. The minimum withdrawal is $25, and minimum account balance requirements continue to apply. Shareholders in the program must own Phoenix Fund shares worth at least $5,000.

CHECKWRITING is available for Class A Shares of the money market funds. If you are an investor in one of these funds and have completed the checkwriting portion of your application and signature card, you may redeem shares by writing a check against your account. When a check is presented to the Transfer Agent for payment, the fund's

Phoenix Insight Money Market Funds 27


custodian will cause the fund to redeem a sufficient number of shares in your account to cover the amount of the check.

You will continue to earn income on your shares until the check is presented to the Transfer Agent for payment. The minimum check amount is $500.

This privilege is not available for IRAs, SEP-IRAs, 401(k), 403(b), Keogh and other retirement accounts.

The checkwriting privilege is subject to the customary rules and regulations governing checkwriting:

> For joint tenant accounts, each shareholder must sign each check, unless the shareholders have authorized fewer signatures and such election is on file with the fund's Transfer Agent.

> A sufficient number of shares is required to cover the amount of the check. If you do not own enough shares to cover a check when presented, the check will be returned to the payee marked "insufficient funds".

> A check may be returned if it is for less than $500 or if the check would require the redemption of shares purchased by check or electronic funds transfer within the ten previous business days.

The funds and the custodian reserve the right to terminate or modify the checkwriting privilege or to impose a service fee in connection with the privilege.

Charges may be imposed for returned checks, stop-payment orders, copies of cancelled checks and other special services.

DISCLOSURE OF FUND HOLDINGS. The funds make available on the Phoenix Funds' Web sites, PhoenixFunds.com or PhoenixInvestments.com, information with respect to each fund's top 10 holdings and summary composition data derived from portfolio holdings information. This information is posted to the Web sites at the end of each month with respect to the top 10 holdings, and at the end of each quarter with respect to summary composition information, generally within 10 business days. This information will remain available on the Web sites until full portfolio holdings information becomes publicly available. A full listing of each fund's portfolio holdings

28 Phoenix Insight Money Market Funds


becomes publicly available (i) as of the end of its second and fourth fiscal quarters in shareholder reports, which are sent to all shareholders and are filed with the Securities and Exchange Commission ("SEC") on Form N-CSR, and
(ii) at the end of its first and third fiscal quarters by filing with the SEC a Form N-Q. The funds' shareholder reports are available without charge on Phoenix's Web site at PhoenixFunds.com (also accessible at PhoenixInvestments.com). The funds' Form N-Q filings are available on the SEC's Internet site at sec.gov. A more detailed description of the funds' policies and procedures with respect to the disclosure of the funds' portfolio securities is also available in the Statement of Additional Information.

TAX STATUS OF DISTRIBUTIONS

Each fund accrues dividends daily and plans to make distributions from net investment income monthly. Distributions of net realized capital gains, if any, will be made at least annually.

Distributions of short-term capital gains (gains on securities held for a year or less) and net investment income are taxable to shareholders as ordinary income. Under the Jobs and Growth Tax Reconciliation Act of 2003, certain distributions of long-term capital gains and certain dividends are taxable at a lower rate than ordinary income. Long-term capital gains, if any, distributed to shareholders and which are designated by a fund as capital gain distributions, are taxable to shareholders as long-term capital gain distributions regardless of the length of time you have owned your shares.

Unless you elect to receive distributions in cash, dividends and capital gain distributions are paid in additional shares. All distributions, cash or additional shares, are subject to federal income tax and may be subject to state, local and other taxes.

Phoenix Insight Money Market Funds 29


MASTER FUND/FEEDER FUND STRUCTURE

The Board of Trustees has the authority to convert any fund to a "feeder" fund in a Master Fund/Feeder Fund Structure in which the fund, instead of investing in portfolio securities directly, would seek to achieve its investment objective by investing all of its investable assets in a separate "master" fund having the same investment objectives and substantially similar investment restrictions. Other funds with similar objectives and restrictions could also invest in the same Master Fund. The purpose of such an arrangement is to achieve greater operational efficiencies and reduce costs.

30 Phoenix Insight Money Market Funds


FINANCIAL HIGHLIGHTS

These tables are intended to help you understand the funds' Class A Shares financial performance for the past five years. Certain information reflects financial results for a single fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends and distributions). This information for the year ended December 31, 2006 has been audited by the funds' independent registered public accounting firm, PricewaterhouseCoopers LLP. For periods prior to December 31, 2006, this information was audited by the funds' previous independent registered public accounting firm. PricewaterhouseCoopers LLP's report, together with the funds' financial statements, is included in the funds' most recent Annual Report, which is available upon request. Prior year and current year period information represents the funds' Class N Shares which converted to Class A Shares on June 26, 2006.

                                                                               GOVERNMENT MONEY MARKET FUND
                                                     ------------------------------------------------------------------------------
                                                                                  YEAR ENDED DECEMBER 31,

                                                           2006            2005            2004             2003            2002
                                                        ------------    -----------      ----------      -----------     ----------
Net asset value, beginning of period                        $1.00           $1.00           $1.00            $1.00          $1.00
INCOME FROM INVESTMENT OPERATIONS:
   Net investment income                                    0.047           0.027           0.009            0.007          0.013
   Non-recurring payment from former administrator(1)       0.002              --              --               --             --
   Net realized and unrealized gain/(loss)
     on investments                                            --              --              --               --             --
                                                          --------        --------        --------         --------       --------
     TOTAL FROM INVESTMENT OPERATIONS                       0.049           0.027           0.009            0.007          0.013
                                                          --------        --------        --------         --------       --------

LESS DISTRIBUTIONS:
   Net investment income                                   (0.047)         (0.027)         (0.009)          (0.007)        (0.013)
   Distributions from net realized gains                       --              --              --               --             --
   Distributions from non-recurring payment from
     former administrator(1)                               (0.002)             --              --               --             --
                                                          --------        --------        --------         --------       --------
     TOTAL DISTRIBUTIONS                                   (0.049)         (0.027)         (0.009)          (0.007)        (0.013)
                                                          --------        --------        --------         --------       --------
NET ASSET VALUE, END OF PERIOD                              $1.00           $1.00           $1.00            $1.00          $1.00
                                                          ========        ========        ========         ========       ========

Total return                                                 4.76%           2.70%           0.88%           0.67%           1.30%
Total return excluding non-recurring payment from
     former administrator(1)                                 4.56%             --              --               --             --
RATIOS/SUPPLEMENTAL DATA:
   Net assets, end of period ($000)                      $238,247        $262,512        $234,751        $374,310        $302,126
   Ratio of expenses to average net assets                   0.57%           0.55%           0.56%           0.54%           0.55%
   Ratio of expenses to average net assets
     (excluding waivers)                                     0.60%           0.60%           0.60%           0.59%           0.61%
   Ratio of net investment income to average
     net assets                                              4.46%           2.65%           0.88%           0.66%           1.27%
-------------------------------
(1) Non-recurring payment.

Phoenix Insight Money Market Funds 31


FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                      MONEY MARKET FUND
                                                     ------------------------------------------------------------------------------
                                                                                   YEAR ENDED DECEMBER 31,


                                                           2006             2005            2004            2003            2002
                                                        ----------      -----------      ----------      ----------      ----------
Net asset value, beginning of period                        $1.00           $1.00           $1.00            $1.00          $1.00
INCOME FROM INVESTMENT OPERATIONS:
   Net investment income                                    0.048           0.028           0.009            0.007          0.015
   Non-recurring payment from former administrator(1)       0.002              --              --               --             --
   Net realized and unrealized gain/(loss)
     on investments                                            --              --              --               --             --
                                                          --------        --------        --------         --------       --------
     TOTAL FROM INVESTMENT OPERATIONS                       0.050           0.028           0.009            0.007          0.015
                                                          --------        --------        --------         --------       --------

LESS DISTRIBUTIONS:
   Net investment income                                   (0.048)         (0.028)         (0.009)          (0.007)        (0.015)
   Distributions from net realized gains                       --              --              --               --             --
   Distributions from non-recurring payment from
     former administrator(1)                               (0.002)             --              --               --             --
                                                          --------        --------        --------        ---------       --------
     TOTAL DISTRIBUTIONS                                   (0.050)         (0.028)         (0.009)          (0.007)        (0.015)
                                                          --------        --------        --------        ---------       --------
NET ASSET VALUE, END OF PERIOD                              $1.00           $1.00           $1.00            $1.00          $1.00
                                                          ========        ========        ========        =========       ========

Total return                                                 4.93%           2.80            0.94%            0.74%          1.48%
Total return excluding non-recurring payment from
     former administrator(1)                                 4.68%             --              --               --             --
RATIOS/SUPPLEMENTAL DATA:
   Net assets, end of period ($000)                      $880,851        $920,774      $1,179,902       $1,301,168     $1,297,318
   Ratio of expenses to average net assets                   0.52%           0.52%           0.52%            0.52%          0.52%
   Ratio of expenses to average net assets
     (excluding waivers)                                     0.56%           0.60%           0.59%            0.58%          0.58%
   Ratio of net investment income to average net
     assets                                                  4.58%           2.72%           0.90%            0.75%          1.44%
-------------------------------------
(1) Non-recurring payment.

32 Phoenix Insight Money Market Funds


FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                 TAX-EXEMPT MONEY MARKET FUND
                                                     -------------------------------------------------------------------------------
                                                                                    YEAR ENDED DECEMBER 31,


                                                             2006           2005            2004             2003             2002
                                                          ----------     -----------     ----------      -----------     ----------
Net asset value, beginning of period                        $1.00           $1.00           $1.00            $1.00          $1.00
INCOME FROM INVESTMENT OPERATIONS:
   Net investment income                                    0.030           0.019           0.007            0.005          0.010
   Non-recurring payment from former administrator(1)       0.002              --              --               --             --
   Net realized and unrealized gain/(loss)
     on investments                                            --              --              --               --             --
                                                          --------        --------        --------         --------       --------
     TOTAL FROM INVESTMENT OPERATIONS                       0.032           0.019           0.007            0.005          0.010
                                                          --------        --------        --------         --------       --------

LESS DISTRIBUTIONS:
   Net investment income                                   (0.030)         (0.019)         (0.007)          (0.005)        (0.010)
   Distributions from net realized gains                       --              --              --               --             --
   Distributions from non-recurring payment from
     former administrator(1)                               (0.002)             --              --               --             --
                                                          --------        --------        --------         --------       --------
     TOTAL DISTRIBUTIONS                                   (0.032)         (0.019)         (0.007)          (0.005)        (0.010)
                                                          --------        --------        --------         --------       --------
NET ASSET VALUE, END OF PERIOD                              $1.00           $1.00           $1.00            $1.00          $1.00
                                                          --------        --------        --------         --------       --------

Total return                                                 3.18%           1.87%           0.65%            0.54%          0.99%
Total return excluding non-recurring payment from
     former administrator(1)                                 2.95%             --              --               --             --
RATIOS/SUPPLEMENTAL DATA:
   Net assets, end of period ($000)                      $217,664        $257,842        $191,165         $237,835       $210,678
   Ratio of expenses to average net assets                   0.57%           0.57%           0.60%            0.57%          0.57%
   Ratio of expenses to average net assets
     (excluding waivers)                                     0.59%           0.60%           0.60%            0.58%          0.58%
   Ratio of net investment income to average
     net assets                                              2.88%           1.87%           0.64%            0.54%          0.99%
--------------------------------
(1) Non-recurring payment.

Phoenix Insight Money Market Funds 33


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PHOENIX
Phoenix Equity Planning Corporation
P.O. Box 150480
Hartford, CT 06115-0480

ADDITIONAL INFORMATION
You can find more information about the Funds in the following documents:

ANNUAL AND SEMIANNUAL REPORTS
Annual and semiannual reports contain more information about the Funds' investments. The annual report discusses the market conditions and investment strategies that significantly affected the Funds' performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)
The SAI contains more detailed information about the Funds. It is incorporated by reference and is legally part of the prospectus.

To obtain free copies of these documents, you can download copies from the Individual Investors section of our Web site, phoenixfunds.com, or you can request copies by calling us toll-free at 1-800-243-1574.

Information about the Funds (including the SAI) can be reviewed and copied at the Securities and Exchange Commission's (SEC) Public Reference Room in Washington, DC. For information about the operation of the Public Reference Room, call 1-202-551-8090. This information is also available on the SEC's Internet site at sec.gov. You may also obtain copies upon payment of a duplicating fee by writing the Public Reference Section of the SEC, Washington, DC 20549-6009 or by electronic request at publicinfo@sec.gov.

Mutual Fund Services: 1-800-243-1574
Text Telephone: 1-800-243-1926

NOT INSURED BY FDIC/NCUSIF OR ANY FEDERAL GOVERNMENT AGENCY. NO BANK GUARANTEE. NOT A DEPOSIT. MAY LOSE VALUE.

Investment Company Act File No. 811-7447
PXP4493 BPD31644 5-07


PHOENIX INSIGHT FUNDS TRUST

101 Munson Street
Greenfield, Massachusetts 01301

               EQUITY FUNDS                                              FIXED INCOME FUNDS
               ------------                                              ------------------
      PHOENIX INSIGHT BALANCED FUND                                  PHOENIX INSIGHT BOND FUND
     PHOENIX INSIGHT CORE EQUITY FUND                           PHOENIX INSIGHT HIGH YIELD BOND FUND
  PHOENIX INSIGHT EMERGING MARKETS FUND                  PHOENIX INSIGHT INTERMEDIATE GOVERNMENT BOND FUND
       PHOENIX INSIGHT EQUITY FUND                       PHOENIX INSIGHT INTERMEDIATE TAX-EXEMPT BOND FUND
        PHOENIX INSIGHT INDEX FUND                          PHOENIX INSIGHT SHORT/INTERMEDIATE BOND FUND
  PHOENIX INSIGHT SMALL-CAP GROWTH FUND                         PHOENIX INSIGHT TAX-EXEMPT BOND FUND
PHOENIX INSIGHT SMALL-CAP OPPORTUNITY FUND
   PHOENIX INSIGHT SMALL-CAP VALUE FUND                                  MONEY MARKET FUNDS
                                                                         ------------------
                                                            PHOENIX INSIGHT GOVERNMENT MONEY MARKET FUND
                                                                  PHOENIX INSIGHT MONEY MARKET FUND
                                                            PHOENIX INSIGHT TAX-EXEMPT MONEY MARKET FUND

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2007

The Statement of Additional Information ("SAI") is not a prospectus, but expands upon and supplements the information contained in the current Prospectus of the Phoenix Insight Funds Trust ("the Trust"), dated May 1, 2007, and should be read in conjunction with it. The SAI incorporates by reference certain information that appears in the Trust's annual and semiannual reports, which are delivered to all investors. You may obtain a free copy of the Trust's Prospectus, annual or semiannual reports by visiting the Phoenix Funds' Web sites at PhoenixFunds.com or PhoenixInvestments.com, by calling Phoenix Equity Planning Corporation ("PEPCO") at (800) 243-4361 or by writing to PEPCO at One American Row, P.O. Box 5056, Hartford, CT 06102-5056.

TABLE OF CONTENTS

PAGE

The Trust ....................................................................1
Investment Restrictions ......................................................1
Master Fund/Feeder Fund Structure.............................................2
Investment Techniques and Risks ..............................................3
Ratings......................................................................24
Performance Information .....................................................24
Portfolio Turnover ..........................................................26
Portfolio Transactions and Brokerage ........................................26
Disclosure of Fund Holdings..................................................28
Services of the Adviser and Subadvisers......................................29
Portfolio Managers ..........................................................35
Net Asset Value .............................................................38
How to Buy Shares ...........................................................39
Alternative Purchase Arrangements ...........................................39
Investor Account Services ...................................................42
How to Redeem Shares ........................................................43
Dividends, Distributions and Taxes ..........................................44
Tax Sheltered Retirement Plans ..............................................48
The Distributor .............................................................49
Service and Distribution Plans...............................................51
Management of the Trust......................................................53
Additional Information ......................................................67
Appendix.....................................................................68

Mutual Fund Services: (800) 243-1574 Adviser Consulting Group: (800) 243-4361 Text Telephone: (800) 243-1926

PXP 4561 (5/07)


THE TRUST

The Trust is an open-end management investment company organized as a Massachusetts business trust on December 6, 1995. Prior to May 18, 2006, it was named Harris Insight Funds Trust.

The Trust's Prospectus describes the investment objectives and strategies that each of the Funds currently offered by the Trust will employ in seeking to achieve its investment objective. The "Equity Funds" are: Phoenix Insight Balanced Fund ("Balanced Fund"), Phoenix Insight Core Equity Fund ("Core Equity Fund"), Phoenix Insight Emerging Market Fund ("Emerging Market Fund"), Phoenix Insight Equity Fund ("Equity Fund"), Phoenix Insight Index Fund ("Index Fund"), Phoenix Insight Small-Cap Growth Fund ("Small-Cap Growth Fund), Phoenix Insight Small-Cap Opportunity Fund ("Small-Cap Opportunity Fund"), and Phoenix Insight Small-Cap Value Fund ("Small-Cap Value Fund"). The "Fixed Income Funds" are Phoenix Insight Bond Fund ("Bond Fund"), Phoenix Insight High Yield Bond Fund ("High Yield Bond Fund"), Phoenix Insight Intermediate Government Bond Fund ("Intermediate Government Bond Fund"), Phoenix Insight Intermediate Tax-Exempt Bond Fund ("Intermediate Tax-Exempt Bond Fund"), Phoenix Insight Short/Intermediate Bond Fund ("Short/Intermediate Bond Fund"), and Phoenix Insight Tax-Exempt Bond Fund ("Tax-Exempt Bond Fund"). The "Money Market Funds" are Phoenix Insight Government Money Market Fund ("Government Money Market Fund"), Phoenix Insight Money Market Fund ("Money Market Fund"), and Phoenix Insight Tax-Exempt Money Market Fund ("Tax-Exempt Money Market Fund"). Each of the "Equity Funds", "Fixed Income Funds" and "Money Market Funds" are each, a "Fund" and, together, the "Funds". Each Fund's investment objective is a non-fundamental policy of that Fund and may be changed by the Board of Trustees without the approval of the Fund's shareholders. The following discussion supplements the disclosure in the Prospectus.

INVESTMENT RESTRICTIONS

The following investment restrictions have been adopted by the Trust with respect to the each of the Funds. Except as otherwise stated, these investment restrictions are "fundamental" policies. A "fundamental" policy is defined in the Investment Company Act of 1940, as amended, ("the 1940 Act") to mean that the restriction cannot be changed without the vote of a "majority of the outstanding voting securities" of the Fund. A "majority of the outstanding voting securities" is defined in the 1940 Act as the lesser of (a) 67% or more of the voting securities present at a meeting if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (b) more than 50% of the outstanding voting securities.

(1) No diversified Fund may, with respect to 75% of its assets, invest more than 5% of its assets (valued at the time of investment) in securities of any one issuer, except for securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities or repurchase agreements for such securities, and except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies. This is not a fundamental policy of the Funds.

(2) No Fund may, with respect to 75% of its assets, acquire securities of any one issuer that at the time of investment represent more than 10% of the voting securities of the issuer, except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies. This is not a fundamental policy of the Funds.

(3) No Fund may invest more than 25% of its assets (valued at the time of investment) in securities of companies in any one industry, except that (a) this restriction does not apply to investments in (i) securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, (ii) municipal obligations (for purposes of this restriction, private activity bonds shall not be deemed municipal obligations if the payment of principal and interest on such bonds is the ultimate responsibility of non-governmental users), and (iii) in the case of the Money Market Fund, bank obligations that are otherwise permitted as investments, and (b) all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies.

(4) No Fund may borrow money except to the extent permitted by applicable law, regulation or order.

(5) No Fund may issue any senior security except to the extent permitted by applicable law, regulation or order.

(6) No Fund may underwrite the distribution of securities of other issuers; however, (a) the Fund may acquire "restricted" securities that, in the event of a resale, might be required to be registered under the 1933 Act on the ground that the Fund could be regarded as an underwriter as defined by that act with respect to such resale and (b) all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies.

(7) No Fund may make loans, but this restriction shall not prevent the Fund from (a) investing in debt obligations, (b) investing in money market instruments or repurchase agreements, (c) participating in an interfund lending program among Funds having a common investment adviser or distributor to the extent permitted by applicable law or (d) lending its portfolio

1

securities. The Fund will not lend securities having a value in excess of 33-1/3% of its assets, including collateral received for loaned securities (valued at the time of any loan).

(8) No Fund may purchase or sell real estate or interests in real estate, although it may invest in securities secured by interests in real estate and securities of enterprises that invest in real estate or interests in real estate, and may acquire and dispose of real estate or interests in real estate acquired through the exercise of rights as a holder of debt obligations secured by real estate or interests therein.

(9) No Fund may purchase or sell commodities or commodity contracts, except that it may enter into (a) futures, options, and options on futures, (b) forward contracts, and (c) other financial transactions not requiring the delivery of physical commodities.

(10) No Fund may invest in the securities of other investment companies except to the extent permitted by applicable law, regulation or order or rule of the Commission.

(11) No Fund may purchase securities on margin (except for use of short-term credits as are necessary for the clearance of transactions) or participate in a joint or on a joint or several basis in any trading account in securities. This is not a fundamental policy of the Funds.

(12) No Fund may invest more than 15% (10% in the case of a Money Market Fund) of its net assets (valued at the time of investment) in illiquid securities, including repurchase agreements maturing in more than seven days. This is not a fundamental policy of the Funds.

(13) No Fund may make short sales of securities unless (a) the Fund owns at least an equal amount of such securities, or owns securities that are convertible or exchangeable, without payment of further consideration, into at least an equal amount of such securities or (b) the securities sold are "when issued" or "when distributed" securities that the Fund expects to receive in a recapitalization, reorganization or other exchange for securities that it contemporaneously owns or has the right to obtain and provided that transactions in options, futures and options on futures are not treated as short sales. This is not a fundamental policy of the Funds.

(14) As a matter of fundamental policy, none of the foregoing investment policies or restrictions of a Fund shall prohibit a Fund from investing all or substantially all of its assets in the shares of another registered open-end investment company having the same investment objective and substantially similar policies and restrictions.

Except as noted below, if any percentage restriction described above for a Fund is adhered to at the time of investment, a subsequent increase or decrease in the percentage resulting from a change in the value of the Fund's assets will not constitute a violation of the restriction except with respect to invest restriction (12), at no time may the value of the illiquid securities held by a Money Market Fund exceed 10% of the Fund's total assets. With respect to investment restriction (4), in the event that asset coverage for all borrowings shall at any time fall below 300 per centum, the Fund shall, within three days thereafter (not including Sundays and holidays) or such longer period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to an extent that the asset coverage of such borrowings shall be at least 300 per centum.

For purposes of these investment restrictions, as well as for purposes of diversification under the 1940 Act, the identification of the issuer of a municipal obligation depends on the terms and conditions of the obligation. If the assets and revenues of an agency, authority, instrumentality or other political subdivision are separate from those of the government creating the subdivision and the obligation is backed only by the assets and revenues of the subdivision, such subdivision would be regarded as the sole issuer. Similarly, in the case of a "private activity bond," if the bond is backed only by the assets and revenues of the non-governmental user, the non-governmental user would be deemed to be the sole issuer. If in either case the creating government or another entity guarantees an obligation, the guarantee would be considered a separate security and be treated as an issue of such government or entity.

MASTER FUND/FEEDER FUND STRUCTURE

The shareholders of each Fund have authorized the Fund to become a "feeder fund" by investing substantially all of its investable assets in another open-end management investment company having the same investment objective and substantially similar policies and restrictions (a "Master Fund/Feeder Fund Structure"). Prior to the conversion of any Fund to a feeder fund, however, the Board of Trustees would be required to approve the conversion and shareholders would be notified.

Although the Trust's Board of Trustees has not determined that any of the Funds should convert to a Master Fund/Feeder Fund Structure at this time, the Board of Trustees believes it could be in the best interests of some or all of the Funds at some future date and could vote at some time in the future to convert the Fund into a "Feeder Fund" under which all of the assets of the Fund would be invested in a Master Fund. The Feeder Fund would transfer its assets to a Master Fund in exchange for shares of beneficial interest in the Master Fund having the same net asset value as the value of the assets transferred. (The ownership interests of the Fund's shareholders would not be altered by this change.)

2

INVESTMENT TECHNIQUES AND RISKS

The Funds may each utilize the following practices or techniques in pursuing their investment objectives.

ASSET-BACKED SECURITIES

Each Fund may purchase asset-backed securities, which represent direct or indirect participation in, or are secured by and payable from, assets other than mortgage-backed assets such as installment loan contracts, leases of various types of real and personal property, motor vehicle installment sales contracts and receivables from revolving credit (credit card) agreements. In accordance with guidelines established by the Trust's Board of Trustees, asset-backed securities may be considered illiquid securities and, therefore, may be subject to a Fund's 15% (10% with respect to the Money Market Funds) limitation on such investments. Asset-backed securities, including adjustable rate asset-backed securities, have yield characteristics similar to those of mortgage-backed securities and, accordingly, are subject to many of the same risks, including prepayment risk. See "Mortgage-Related Securities" below.

Assets are securitized through the use of trusts, special purpose corporations and other entities that issue securities that are often backed by a pool of assets representing the obligations of a number of different parties. Asset-backed securities do not always have the benefit of a security interest in collateral comparable to the security interests associated with mortgage-backed securities. As a result, there is a risk that recovery on repossessed collateral might be unavailable or inadequate to support payments on asset-backed securities.

BANK OBLIGATIONS

Each Fund may invest in bank obligations, including negotiable certificates of deposit, bankers' acceptances and time deposits of U.S. banks (including savings banks and savings associations), foreign branches of U.S. banks, foreign banks and their non-U.S. branches (Eurodollars), U.S. branches and agencies of foreign banks (Yankee dollars), and wholly-owned banking-related subsidiaries of foreign banks. The Money Market Fund limits its investments in domestic bank obligations to obligations of U.S. banks (including foreign branches and thrift institutions) that have more than $1 billion in total assets at the time of investment and are members of the Federal Reserve System, are examined by Comptroller of the Currency or whose deposits are insured by the Federal Deposit Insurance Corporation ("U.S. banks"). The Money Market Fund limits its investments in foreign bank obligations to U.S. dollar-denominated obligations of foreign banks (including U.S. branches): (a) which banks at the time of investment (i) have more than $10 billion, or the equivalent in other currencies, in total assets and (ii) are among the 100 largest banks in the world, as determined on the basis of assets, and have branches or agencies in the U.S.; and (b) which obligations, in the opinion of HIM, are of an investment quality comparable to obligations of U.S. banks that may be purchased by the Money Market Fund. Each of the Short/Intermediate Bond Fund, the Ultra Short Duration Bond Fund and the Money Market Fund may invest more than 25% of the current value of its total assets in obligations (including repurchase agreements) of: (a) U.S. banks; (b) U.S. branches of foreign banks that are subject to the same regulation as U.S. banks by the U.S. Government or its agencies or instrumentalities; or (c) foreign branches of U.S. banks if the U.S. banks would be unconditionally liable in the event the foreign branch failed to pay on such obligations for any reason.

Certificates of deposit represent an institution's obligation to repay funds deposited with it that earn a specified interest rate over a given period. Bankers' acceptances are negotiable obligations of a bank to pay a draft which has been drawn by a customer and are usually backed by goods in international trade. Time deposits are non-negotiable deposits with a banking institution that earn a specified interest rate over a given period. Certificates of deposit and fixed time deposits, which are payable at the stated maturity date and bear a fixed rate of interest, generally may be withdrawn on demand but may be subject to early withdrawal penalties which could reduce the Fund's yield. Deposits subject to early withdrawal penalties or that mature in more than seven days are treated as illiquid securities if there is no readily available market for the securities. A Fund's investments in the obligations of foreign banks and their branches, agencies or subsidiaries may be obligations of the parent, of the issuing branch, agency or subsidiary, or both.

BORROWING

Each Fund may borrow up to 10% of the current value of its net assets for temporary purposes only in order to meet redemptions, which borrowing may be secured by the pledge of up to 10% of the current value of the Fund's net assets. Investments may not be purchased while any aggregate borrowings in excess of 5% exist.

COMMON AND PREFERRED STOCK

The Equity Funds and the High Yield Bond Fund may invest in common and preferred stock. Common stockholders are the owners of the company issuing the stock and, accordingly, usually have the right to vote on various corporate governance matters such as mergers. They are not creditors of the company, but rather, in the event of liquidation of the company, would be entitled to their pro rata shares of the company's assets after creditors (including fixed income security holders) and, if applicable, preferred stockholders are paid. Preferred stock is a class of stock having a preference over common stock as to dividends or upon liquidation. A preferred stockholder is a shareholder in the company and not a creditor of the company as is a holder of the

3

company's fixed income securities. Dividends paid to common and preferred stockholders are distributions of the earnings or other surplus of the company and not interest payments, which are expenses of the company. Equity securities owned by a Fund may be traded in the over-the-counter market or on a securities exchange and may not be traded every day or in the volume typical of securities traded on a major U.S. national securities exchange. As a result, disposition by a Fund of a portfolio security to meet redemptions by shareholders or otherwise may require the Fund to sell the security at less than the reported value of the security, to sell during periods when disposition is not desirable, or to make many small sales over a lengthy period of time. The market value of all securities, including equity securities, is based upon the market's perception of value and not necessarily the book value of an issuer or other objective measure of a company's worth.

Stock values may fluctuate in response to the activities of an individual company or in response to general market and/or economic conditions. Historically, common stocks have provided greater long-term returns and have entailed greater short-term risks than other types of securities. Smaller or newer issuers may be more likely to realize more substantial growth or suffer more significant losses. Investments in these companies can be both more volatile and more speculative. The Small-Cap Growth Fund, the Small-Cap Opportunity Fund, and the Small-Cap Value Fund have heightened exposure to these risks due to their policy of investing in smaller companies.

CONVERTIBLE SECURITIES

The Equity Funds and the Fixed Income Funds may invest in convertible preferred stock and bonds, which are fixed income securities that are convertible into common stock at a specified price or conversion ratio. Because they have the characteristics of both fixed-income securities and common stock, convertible securities sometimes are called "hybrid" securities. Convertible bonds, debentures and notes are debt obligations offering a stated interest rate; convertible preferred stocks are senior securities offering a stated dividend rate. Convertible securities will at times be priced in the market like other fixed income securities: that is, their prices will tend to rise when interest rates decline and will tend to fall when interest rates rise. However, because a convertible security provides an option to the holder to exchange the security for either a specified number of the issuer's common shares at a stated price per share or the cash value of such common shares, the security market price will tend to fluctuate in relationship to the price of the common shares into which it is convertible. Thus, convertible securities ordinarily will provide opportunities for producing both current income and longer-term capital appreciation. Because convertible securities are usually viewed by the issuer as future common stock, they are generally subordinated to other senior securities and therefore are rated one category lower than the issuer's non-convertible debt obligations or preferred stock.

See additional information on ratings and debt obligations below under "Debt Securities" and in Appendix A of this SAI.

DEBT SECURITIES

Each Fund may invest in debt, or fixed income, securities. Debt, or fixed income, securities (which include corporate bonds, commercial paper, debentures, notes, Government securities, municipal obligations, state- or state agency-issued obligations, obligations of foreign issuers, asset- or mortgage-backed securities, and other obligations) are used by issuers to borrow money and thus are debt obligations of the issuer. Holders of debt securities are creditors of the issuer, normally ranking ahead of holders of both common and preferred stock as to dividends or upon liquidation. The issuer usually pays a fixed, variable, or floating rate of interest and must repay the amount borrowed at the security's maturity. Some debt securities, such as zero-coupon securities (discussed below), do not pay interest but are sold at a deep discount from their face value.

Yields on debt securities depend on a variety of factors, including the general conditions of the money, bond, and note markets, the size of a particular offering, the maturity date of the obligation, and the rating of the issue. Debt securities with longer maturities tend to produce higher yields and are generally subject to greater price fluctuations in response to changes in market conditions than obligations with shorter maturities. An increase in interest rates generally will reduce the market value of portfolio debt securities, while a decline in interest rates generally will increase the value of the same securities. The achievement of a Fixed Income Fund's investment objective depends in part on the continuing ability of the issuers of the debt securities in which a Fund invests to meet their obligations for the payment of principal and interest when due. Obligations of issuers of debt securities are subject to the provisions of bankruptcy, insolvency, sovereign immunity, and other laws that affect the rights and remedies of creditors. There is also the possibility that, as a result of litigation or other conditions, the ability of an issuer to pay, when due, the principal of and interest on its debt securities may be materially affected.

The rating or quality of a debt security refers to the issuer's creditworthiness, i.e., its ability to pay principal and interest when due. Higher ratings indicate better credit quality, as rated by independent rating organizations such as Moody's Investors Service, Standard & Poor's, or Fitch, which publish their ratings on a regular basis. Appendix A provides a description of the various ratings provided for bonds (including convertible bonds), municipal bonds, and commercial paper.

DURATION. Duration is a time measure of a bond's interest-rate sensitivity, based on the weighted average of the time periods over which a bond's cash flows accrue to the bondholder. Time periods are weighted by multiplying by the present value of its cash flow divided by the bond's price. (A bond's cash flows consist of coupon payments and repayment of capital.) A bond's

4

duration will almost always be shorter than its maturity, with the exception of zero-coupon bonds, for which maturity and duration are equal.

HIGH YIELD DEBT SECURITIES. Securities rated "BB", "B", or "CCC" by Standard & Poor's ("Ba" or lower by Moody's) are regarded as having predominantly speculative characteristics with respect to the issuer's capacity to pay interest and repay principal, with "B" indicating a lesser degree of speculation than "CCC". Such securities are frequently referred to as "high yield" securities or "junk bonds". While such debt may have some quality and protective characteristics, these are outweighed by large uncertainties or major exposures to adverse conditions. Securities rated "CCC" ("Caa" by Moody's) have a currently identifiable vulnerability to default and are dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, they are not likely to have the capacity to pay interest and repay principal.

While the market values of low-rated and comparable unrated securities tend to react less to fluctuations in interest rate levels than the market values of higher-rated securities, the market values of certain low-rated and comparable unrated securities also tend to be more sensitive to individual corporate developments and changes in economic conditions than higher-rated securities. In addition, low-rated securities and comparable unrated securities generally present a higher degree of credit risk, and yields on such securities will fluctuate over time. Issuers of low-rated and comparable unrated securities are often highly leveraged and may not have more traditional methods of financing available to them so that their ability to service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired. The risk of loss due to default by such issuers is significantly greater because low-rated and comparable unrated securities generally are unsecured and frequently are subordinated to the prior payment of senior indebtedness. A Fund may incur additional expenses to the extent that it is required to seek recovery upon a default in the payment of principal or interest on its portfolio holdings. The existence of limited markets for low-rated and comparable unrated securities may diminish the Fund's ability to obtain accurate market quotations for purposes of valuing such securities and calculating its net asset value.

Fixed-income securities, including low-rated securities and comparable unrated securities, frequently have call or buy-back features that permit their issuers to call or repurchase the securities from their holders, such as a Fund. If an issuer exercises these rights during periods of declining interest rates, the Fund may have to replace the security with a lower yielding security, thus resulting in a decreased return to the Fund.

To the extent that there is no established retail secondary market for low-rated and comparable unrated securities, there may be little trading of such securities in which case the responsibility of the Trust's Board of Trustees to value such securities becomes more difficult and judgment plays a greater role in valuation because there is less reliable, objective data available. In addition, a Fund's ability to dispose of the bonds may become more difficult. Furthermore, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield bonds, especially in a thinly traded market.

The market for certain low-rated and comparable unrated securities has not weathered a major economic recession. The effect that such a recession might have on such securities is not known. Any such recession, however, could likely disrupt severely the market for such securities and adversely affect the value of such securities. Any such economic downturn also could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and could result in a higher incidence of defaults.

TENDER OPTION BONDS. Tender option bonds are relatively long-term bonds that are coupled with the option to tender the securities to a bank, broker-dealer or other financial institution at periodic intervals and receive the face value of the bond. This investment structure is commonly used as a means of enhancing a security's liquidity.

STRIP BONDS. Strip bonds are debt securities that are stripped of their interest (usually by a financial intermediary) after the securities are issued. The market value of these securities generally fluctuates more in response to changes in interest rates than interest-paying securities of comparable maturity.

DEPOSITORY RECEIPTS

The Emerging Markets Fund, the Small-Cap Growth Fund, and the High Yield Bond Fund may purchase sponsored and unsponsored American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs") and similar securities ("Depositary Receipts"). Each of the Equity Funds not previously named also may invest in ADRs and EDRs. Depositary Receipts are typically issued by a financial institution ("depository") and evidence ownership interests in a security or a pool of securities ("underlying securities") that have been deposited with the depository. For ADRs, the depository is typically a U.S. financial institution and the underlying securities are issued by a foreign issuer. For other Depositary Receipts, the depository may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary Receipts will not necessarily be denominated in the same currency as their underlying securities. Depositary Receipts may be issued pursuant to sponsored or unsponsored programs. In sponsored programs, an issuer has made arrangements to have its securities traded in the form of Depositary Receipts. In unsponsored programs, the issuer may not be

5

directly involved in the creation of the program. Although regulatory requirements with respect to sponsored and unsponsored programs are generally similar, in some cases it may be easier to obtain financial information from an issuer that has participated in the creation of a sponsored program. Accordingly, there may be less information available regarding issuers of securities underlying unsponsored programs and there may not be a correlation between such information and the market value of the Depositary Receipts. For purposes of a Fund's investment policies, investments in Depositary Receipts will be deemed to be investments in the underlying securities. Thus, a Depositary Receipt representing ownership of common stock will be treated as common stock.

DOLLAR ROLLS

A Fund may enter into a mortgage dollar roll in which the Fund sells mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. During the roll period, the Fund forgoes principal and interest paid on the securities. The Fund is compensated by the interest earned on the cash proceeds of the initial sale and by the lower repurchase price at the future date.

EMERGING MARKET SECURITIES

The Emerging Markets Fund may invest in countries or regions with relatively low gross national product per capita compared to the world's major economies, and in countries or regions with the potential for rapid economic growth (emerging markets). Emerging markets will include any country: (i) having an "emerging stock market" as defined by the International Finance Corporation;
(ii) with low-to-middle-income economies according to the International Bank for Reconstruction and Development (the "World Bank"); (iii) listed in World Bank publications as developing; or (iv) determined by the subadviser to be an emerging market as defined above. The International Fund may also invest in securities of: (i) companies the principal securities trading market for which is an emerging market country; (ii) companies organized under the laws of, and with a principal office in, an emerging market country, or (iii) companies whose principal activities are located in emerging market countries.

The risks of investing in foreign securities may be intensified in the case of investments in emerging markets. Securities of many issuers in emerging markets may be less liquid and more volatile than securities of comparable domestic issuers. Emerging markets also have different clearance and settlement procedures, and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Delays in settlement could result in temporary periods when a portion of the assets of the Fund is uninvested and no return is earned thereon. The inability of the Fund to make intended security purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Inability to dispose of portfolio securities due to settlement problems could result either in losses to the Fund due to subsequent declines in value of portfolio securities or, if the Fund has entered into a contract to sell the security, in possible liability to the purchaser. Securities prices in emerging markets can be significantly more volatile than in the more developed nations of the world, reflecting the greater uncertainties of investing in less established markets and economies. In particular, countries with emerging markets may have relatively unstable governments, present the risk of nationalization of businesses, restrictions on foreign ownership, or prohibitions of repatriation of assets, and may have less protection of property rights than more developed countries. The economies of countries with emerging markets may be predominantly based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. Securities of issuers located in countries with emerging markets may have limited marketability and may be subject to more abrupt or erratic price movements.

Certain emerging markets may require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, if a deterioration occurs in an emerging market's balance of payments or for other reasons, a country could impose temporary restrictions on foreign capital remittances. The Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments.

Investments in certain foreign emerging market debt obligations may be restricted or controlled to varying degrees. These restrictions or controls may at times preclude investment in certain foreign emerging market debt obligations and increase the expenses of the Fund.

ADDITIONAL RISK FACTORS. As a result of its investments in foreign securities, the International Fund may receive interest or dividend payments, or the proceeds of the sale or redemption of such securities, in the foreign currencies in which such securities are denominated. In that event, the Fund may convert such currencies into dollars at the then current exchange rate. Under certain circumstances, however, such as where the subadviser believes that the applicable rate is unfavorable at the time the currencies are received or the subadviser anticipates, for any other reason, that the exchange rate will improve, the Fund may hold such currencies for an indefinite period of time.

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In addition, the Fund may be required to receive delivery of the foreign currency underlying forward foreign currency contracts it has entered into. This could occur, for example, if an option written by the Fund is exercised or the Fund is unable to close out a forward contract. The Fund may hold foreign currency in anticipation of purchasing foreign securities. The Fund may also elect to take delivery of the currencies' underlying options or forward contracts if, in the judgment of the subadviser, it is in the best interest of the Fund to do so. In such instances as well, the Fund may convert the foreign currencies to dollars at the then current exchange rates, or may hold such currencies for an indefinite period of time.

While the holding of currencies will permit the Fund to take advantage of favorable movements in the applicable exchange rate, it also exposes the Fund to risk of loss if such rates move in a direction adverse to the Fund's position. Such losses could reduce any profits or increase any losses sustained by the Fund from the sale or redemption of securities, and could reduce the dollar value of interest or dividend payments received. In addition, the holding of currencies could adversely affect the Fund's profit or loss on currency options or forward contracts, as well as its hedging strategies.

EURODOLLAR INSTRUMENTS

The Emerging Markets Fund may make investments in Eurodollar instruments. Eurodollar instruments are U.S. dollar-denominated futures contracts or options thereon which are linked to the London Interbank Offering Rate ("LIBOR"), although foreign currency-denominated instruments are available from time to time. Eurodollar futures contracts enable purchasers to obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate for borrowings. A Fund might use Eurodollar futures contracts and options thereon to hedge against changes in LIBOR, to which many interest rate swaps and fixed-income instruments are linked.

FLOATING AND VARIABLE RATE OBLIGATIONS

Each Fund may purchase securities having a floating or variable rate of interest. These securities pay interest at rates that are adjusted periodically according to a specified formula, usually with reference to an interest rate index or market interest rate. These adjustments tend to decrease the sensitivity of the security's market value to changes in interest rates. The Sub-Adviser will monitor, on an ongoing basis, the ability of an issuer of a floating or variable rate demand instrument to pay principal and interest on demand. A Fund's right to obtain payment at par on a demand instrument could be affected by events occurring between the date the Fund elects to demand payment and the date payment is due that may affect the ability of the issuer of the instrument to make payment when due, except when such demand instrument permits same day settlement. To facilitate settlement, these same day demand instruments may be held in book entry form at a bank other than the Funds' custodian subject to a sub-custodian agreement between the bank and the Funds' custodian.

The floating and variable rate obligations that the Funds may purchase include certificates of participation in such obligations purchased from banks. A certificate of participation gives a Fund an undivided interest in the underlying obligations in the proportion that the Fund's interest bears to the total principal amount of the obligation. Certain certificates of participation may carry a demand feature that would permit the holder to tender them back to the issuer prior to maturity. The Money Market Funds may invest in certificates of participation even if the underlying obligations carry stated maturities in excess of thirteen months upon compliance with certain conditions contained in a rule of the Securities and Exchange Commission (the "Commission"). The income received on certificates of participation in tax-exempt municipal obligations constitutes interest from tax-exempt obligations.

Each Fund will limit its purchases of floating and variable rate obligations to those of the same quality as it otherwise is allowed to purchase. Similar to fixed rate debt instruments, variable and floating rate instruments are subject to changes in value based on changes in prevailing market interest rates or changes in the issuer's creditworthiness.

Certain variable rate securities pay interest at a rate that varies inversely to prevailing short-term interest rates (sometimes referred to as inverse floaters). For example, upon reset the interest rate payable on a security may go down when the underlying index has risen. During periods when short-term interest rates are relatively low as compared to long-term interest rates, a Fund may attempt to enhance its yield by purchasing inverse floaters. Certain inverse floaters may have an interest rate reset mechanism that multiplies the effects of changes in the underlying index. While this form of leverage may increase the security's yield, it may also increase the volatility of the security's market value.

A floating or variable rate instrument may be subject to the Fund's percentage limitation on illiquid securities if there is no reliable trading market for the instrument or if the Fund may not demand payment of the principal amount within seven days.

FOREIGN CURRENCY AND FOREIGN CURRENCY FORWARD CONTRACTS, FUTURES, AND OPTIONS

When investing in foreign securities, a Fund usually effects currency exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing in the foreign exchange market. The Fund incurs expenses in converting assets from one currency to another.

FORWARD CONTRACTS. Each of the Equity Funds and the Fixed Income Funds, except for the Tax-Exempt Bond Fund and the Intermediate Tax-Exempt Bond Fund, may enter into foreign currency forward contracts for the purchase or sale of a fixed quantity of a foreign currency at a future date ("forward contracts"). Forward contracts may be entered into by the Fund for

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hedging purposes, either to "lock-in" the U.S. dollar purchase price of the securities denominated in a foreign currency or the U.S. dollar value of interest and dividends to be paid on such securities, or to hedge against the possibility that the currency of a foreign country in which a Fund has investments may suffer a decline against the U.S. dollar, as well as for non-hedging purposes. A Fund may also enter into a forward contract on one currency in order to hedge against risk of loss arising from fluctuations in the value of a second currency ("cross hedging"), if in the judgment of the Sub-Adviser, a reasonable degree of correlation can be expected between movements in the values of the two currencies. By entering into such transactions, however, the Fund may be required to forego the benefits of advantageous changes in exchange rates. Forward contracts are traded over-the-counter, and not on organized commodities or securities exchanges. As a result, such contracts operate in a manner distinct from exchange-traded instruments and their use involves certain risks beyond those associated with transactions in futures contracts or options traded on an exchange, including counterparty credit risk.

Each of the Emerging Markets Fund and the International Fund may also enter into transactions in forward contracts for other than hedging purposes that present greater profit potential but also involve increased risk. For example, if the Sub-Adviser believes that the value of a particular foreign currency will increase or decrease relative to the value of the U.S. dollar, the Funds may purchase or sell such currency, respectively, through a forward contract. If the expected changes in the value of the currency occur, the Funds will realize profits that will increase their gross income. Where exchange rates do not move in the direction or to the extent anticipated, however, the Funds may sustain losses that will reduce their gross income. Such transactions, therefore, could be considered speculative.

The Funds have established procedures consistent with statements by the Commission and its staff regarding the use of forward contracts by registered investment companies, which require the use of segregated assets or "cover" in connection with the purchase and sale of such contracts. In those instances in which the Funds satisfy this requirement through segregation of assets, they will segregate appropriate liquid securities, which will be marked to market on a daily basis, in an amount equal to the value of their commitments under forward contracts.

Only a limited market, if any, currently exists for hedging transactions relating to currencies in many emerging market countries, or to securities of issuers domiciled or principally engaged in business in emerging market countries, in which the Emerging Markets Fund or the International Fund may invest. This may limit a Fund's ability to effectively hedge its investments in those emerging markets.

FOREIGN CURRENCY FUTURES. Generally, foreign currency futures provide for the delivery of a specified amount of a given currency, on the settlement date, for a pre-negotiated price denominated in U.S. dollars or other currency. Foreign currency futures contracts would be entered into for the same reason and under the same circumstances as forward contracts. The Sub-Adviser will assess such factors as cost spreads, liquidity and transaction costs in determining whether to utilize futures contracts or forward contracts in its foreign currency transactions and hedging strategy. These contracts may be traded on an exchange or over-the-counter.

Purchasers and sellers of foreign currency futures contracts are subject to the same risks that apply to the buying and selling of futures generally. In addition, there are risks associated with foreign currency futures contracts and their use as a hedging device similar to those associated with options on foreign currencies described below. The Fund must accept or make delivery of the underlying foreign currency, through banking arrangements, in accordance with any U.S. or foreign restrictions or regulations regarding the maintenance of foreign banking arrangements by U.S. residents and may be required to pay any fees, taxes or charges associated with such delivery which are assessed in the issuing country.

FOREIGN CURRENCY OPTIONS. Each of the Emerging Markets Fund, the International Fund and the Small-Cap Growth Fund may purchase and write options on foreign currencies for purposes similar to those involved with investing in forward contracts. For example, in order to protect against declines in the dollar value of portfolio securities which are denominated in a foreign currency, the Fund may purchase put options on an amount of such foreign currency equivalent to the current value of the portfolio securities involved. As a result, the Fund would be able to sell the foreign currency for a fixed amount of U.S. dollars, thereby securing the dollar value of the portfolio securities (less the amount of the premiums paid for the options). Conversely, the Fund may purchase call options on foreign currencies in which securities it anticipates purchasing are denominated to secure a set U.S. dollar price for such securities and protect against a decline in the value of the U.S. dollar against such foreign currency. The Fund may also purchase call and put options to close out written option positions.

A Fund may also write covered call options on foreign currency to protect against potential declines in its portfolio securities that are denominated in foreign currencies. If the U.S. dollar value of the portfolio securities falls as a result of a decline in the exchange rate between the foreign currency in which it is denominated and the U.S. dollar, then a loss to the Fund occasioned by such value decline would be reduced by receipt of the premium on the option sold. At the same time, however, the Fund gives up the benefit of any rise in value of the relevant portfolio securities above the exercise price of the option and, in fact, only receives a benefit from the writing of the option to the extent that the value of the portfolio securities falls below the price of the premium received. A Fund may also write options to close out long call option positions. A covered put option on a foreign currency would be written by the Fund for the same reason it would purchase a call option, namely, to hedge against an increase

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in the U.S. dollar value of a foreign security which the Fund anticipates purchasing. Here, the receipt of the premium would offset, to the extent of the size of the premium, any increased cost to the Fund resulting from an increase in the U.S. dollar value of the foreign security. However, the Fund could not benefit from any decline in the cost of the foreign security that is greater than the price of the premium received. A Fund may also write options to close out long put option positions. The Fund's ability to establish and close out positions on foreign currency options is subject to the maintenance of a liquid secondary market. These instruments may be traded on an exchange or over-the-counter.

The value of a foreign currency option depends upon the value of the underlying currency relative to the U.S. dollar. As a result, the price of the option position may vary with changes in the value of either or both currencies and have no relationship to the investment merits of a foreign security, including foreign securities held in a "hedged" investment portfolio. Because foreign currency transactions occurring in the interbank market involve substantially larger amounts than those that may be involved in the use of foreign currency options, investors may be disadvantaged by having to deal in an odd lot market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than for round lots.

As in the case of other kinds of options, the use of foreign currency options constitutes only a partial hedge and a Fund could be required to purchase or sell foreign currencies at disadvantageous exchange rates, thereby incurring losses. The purchase of an option on a foreign currency may not necessarily constitute an effective hedge against fluctuations in exchange rates and, in the event of rate movements adverse to the Fund's position, the Fund may forfeit the entire amount of the premium plus related transaction costs.

Options on foreign currencies written or purchased by a Fund may be traded on U.S. or foreign exchanges or over-the-counter. There is no systematic reporting of last sale information for foreign currencies traded over-the-counter or any regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis. Quotation information available is generally representative of very large transactions in the interbank market and thus may not reflect relatively smaller transactions (i.e., less than $1 million) where rates may be less favorable. The interbank market in foreign currencies is a global, around-the-clock market. To the extent that the U.S. options markets are closed while the markets for the underlying currencies remain open, significant price and rate movements may take place in the underlying markets that are not reflected in the options market.

FOREIGN CURRENCY WARRANTS. The Emerging Markets Fund may each invest in foreign currency warrants. Foreign currency warrants such as Currency Exchange Warrants ("CEWs") are warrants that entitle the holder to receive from the issuer an amount of cash (generally, for warrants issued in the United States, in U.S. dollars) that is calculated pursuant to a predetermined formula and based on the exchange rate between a specified foreign currency and the U.S. dollar as of the exercise date of the warrant. Foreign currency warrants generally are exercisable upon their issuance and expire as of a specified date and time. Foreign currency warrants have been issued in connection with U.S. dollar-denominated debt offerings by major corporate issuers in an attempt to reduce the foreign currency exchange risk that, from the point of view of prospective purchases of the securities, is inherent in the international fixed-income marketplace. Foreign currency warrants may be used to reduce the foreign exchange risk assumed by purchasers of a security by, for example, providing for a supplemental payment in the event the U.S. dollar depreciates against the value of a major foreign currency such as the Japanese Yen or Euro. The formula used to determine the amount payable upon exercise of a foreign currency warrant may make the warrant worthless unless the applicable foreign currency exchange rate moves in a particular direction (e.g., unless the U.S. dollar appreciates or depreciates against the particular foreign currency to which the warrant is linked or indexed). Foreign currency warrants are severable from the debt obligations with which they may be offered, and may be listed on exchanges. Foreign currency warrants may be exercisable only in certain minimum amounts, and an investor wishing to exercise warrants who possesses less than the minimum number required for exercise may be required either to sell the warrants or to purchase additional warrants, thereby incurring additional transaction costs. Upon exercise of warrants, there may be a delay between the time the holder gives instructions to exercise and the time the exchange rate relating to exercise is determined, thereby affecting both the market and cash settlement values of the warrants being exercised. The expiration date of the warrants may be accelerated if the warrants should be delisted from an exchange or if their trading should be suspended permanently, which would result in the loss of any remaining "time value" of the warrants (i.e., the difference between the current market value and the exercise value of the warrants), and, if the warrants were "out-of-the-money," in a total loss of the purchase price of the warrants. Warrants are generally unsecured obligations of their issuers and are not standardized foreign currency options issued by the Options Clearing Corporation ("OCC"). Unlike foreign currency options issued by OCC, the terms of foreign exchange warrants generally will not be amended in the event of governmental or regulatory actions affecting exchange rates or in the event of the imposition of other regulatory controls affecting the international currency markets. The initial public offering price of foreign currency warrants is generally considerably in excess of the price that a commercial user of foreign currencies might pay in the interbank market for a comparable option involving significantly larger amounts of foreign currencies. Foreign currency warrants are subject to significant foreign exchange risk, including risks arising from complex political or economic factors.

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PRINCIPAL EXCHANGE RATE LINKED SECURITIES. The Emerging Markets Fund may invest in principal exchange rate linked securities. Principal exchange rate linked securities (or "PERLS") are debt obligations the principal on which is payable at maturity in an amount that may vary based on the exchange rate between the U.S. dollar and a particular foreign currency at or about that time. The return on "standard" principal exchange rate linked securities is enhanced if the foreign currency to which the security is linked appreciates against the U.S. dollar, and is adversely affected by increases in the foreign exchange value of the U.S. dollar, "reverse" PERLS are like the "standard" securities, except that their return is enhanced by increases in the value of the U.S. dollar and adversely impacted by increases in the value of foreign currency. Interest payments on the securities are generally made in U.S. dollars at rates that reflect the degree of foreign currency risk assumed or given up by the purchaser of the notes (i.e., at relatively higher interest rates if the purchaser has assumed some of the foreign exchange risk, or relatively lower interest rates if the issuer has assumed some of the foreign exchange risk, based on the expectations of the current market). PERLS may in limited cases be subject to acceleration of maturity (generally, not without the consent of the holders of the securities), which may have an adverse impact on the value of the principal payment to be made at maturity.

PERFORMANCE INDEXED PAPER. The Emerging Markets Fund may invest in performance indexed paper. Performance indexed paper (or "PIP") is U.S. dollar-denominated commercial paper the yield of which is linked to certain foreign exchange rate movements. The yield to the investor on performance indexed paper is established at maturity as a function of spot exchange rates between the U.S. dollar and a designated currency as of or about the time (generally, the index maturity two days prior to maturity). The yield to the investor will be within a range stipulated at the time of purchase of the obligation, generally with a guaranteed minimum rate of return that is below, and a potential maximum rate of return that is above, market yields on U.S. dollar-denominated commercial paper, with both the minimum and maximum rates of return on the investment corresponding to the minimum and maximum values of the spot exchange rate two business days prior to maturity.

FOREIGN INVESTMENT COMPANIES

Some of the countries in which the Emerging Markets Fund or the Small-Cap Growth Fund may invest, may not permit, or may place economic restrictions on, direct investment by outside investors. Investments in such countries may be permitted only through foreign government-approved or -authorized investment vehicles, which may include other investment companies. These Funds may also invest in other investment companies that invest in foreign securities. Investing through such vehicles may involve frequent or layered fees or expenses and may also be subject to limitation under the 1940 Act. Under the 1940 Act, a Fund may invest up to 10% of its assets in shares of investment companies and up to 5% of its assets in any one investment company as long as the Fund does not own more than 3% of the voting stock of any one investment company. As a shareholder of another investment company, a Fund would bear, along with other shareholders, its pro rata portion of the other investment company's expenses, including advisory fees. Those expenses would be in addition to the advisory and other expenses that the Fund bears directly in connection with its own operations.

FOREIGN SECURITIES

Investing in foreign securities generally represents a greater degree of risk than investing in domestic securities, due to possible exchange controls or exchange rate fluctuations, limits on repatriation of capital, less publicly available information as a result of accounting, auditing, and financial reporting standards different from those used in the U.S., more volatile markets, less securities regulation, less favorable tax provisions, political or economic instability, war or expropriation. As a result of its investments in foreign securities, a Fund may receive interest or dividend payments, or the proceeds of the sale or redemption of such securities, in the foreign currencies in which such securities are denominated.

Each of the Emerging Markets Fund and the High Yield Bond Fund, may invest a portion of its assets in certain sovereign debt obligations known as "Brady Bonds." Brady Bonds are issued under the framework of the Brady Plan, an initiative announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their outstanding external indebtedness. The Brady Plan contemplates, among other things, the debtor nation's adoption of certain economic reforms and the exchange of commercial bank debt for newly issued bonds. In restructuring its external debt under the Brady Plan framework, a debtor nation negotiates with its existing bank lenders as well as the World Bank or the International Monetary Fund (the "IMF"). The World Bank or IMF supports the restructuring by providing funds pursuant to loan agreements or other arrangements that enable the debtor nation to collateralize the new Brady Bonds or to replenish reserves used to reduce outstanding bank debt. Under these loan agreements or other arrangements with the World Bank or IMF, debtor nations have been required to agree to implement certain domestic monetary and fiscal reforms. The Brady Plan sets forth only general guiding principles for economic reform and debt reduction, emphasizing that solutions must be negotiated on a case-by-case basis between debtor nations and their creditors.

Agreements implemented under the Brady Plan are designed to achieve debt and debt-service reduction through specific options negotiated by a debtor nation with its creditors. As a result, each country offers different financial packages. Options have included the exchange of outstanding commercial bank debt for bonds issued at 100% of face value of such debt, bonds

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issued at a discount of face value of such debt, and bonds bearing an interest rate that increases over time and the advancement of the new money for bonds. The principal of certain Brady Bonds has been collateralized by U.S. Treasury zero coupon bonds with a maturity equal to the final maturity of the Brady Bonds. Collateral purchases are financed by the IMF, World Bank and the debtor nations' reserves. Interest payments may also be collateralized in part in various ways.

Brady Bonds are often viewed as having three or four valuation components:
(i) the collateralized repayment of principal at final maturity; (ii) the collateralized interest payments; (iii) the uncollateralized interest payments; and (iv) any uncollateralized repayment of principal at maturity (these uncollateralized amounts constitute the "residual risk"). In light of the residual risk of Brady Bonds and, among other factors, the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds, investments in Brady Bonds can be viewed as speculative.

Each of the other Equity Funds, except for the Balanced Fund, may invest up to 10% of its total assets in dollar-denominated foreign equity and debt securities. The Balanced Fund, the Bond Fund, the High Yield Bond Fund and the Short/Intermediate Bond Fund (each with respect to 20% of its total assets) may invest in non-convertible and convertible debt of foreign banks, foreign corporations and foreign governments which obligations are denominated in and pay interest in U.S. dollars. The Money Market Fund may invest in non-convertible debt of foreign banks, foreign corporations and foreign governments which obligations are denominated in and pay interest in U.S. dollars. The Intermediate Government Bond Fund may invest in dollar-denominated Eurodollar securities that are guaranteed by the U.S. Government or its agencies or instrumentalities.

FUNDING AGREEMENTS

Funding agreements are insurance contracts between an investor and the issuing insurance company. For the issuer, they represent senior obligations under an insurance product. For the investor, and from a regulatory perspective, these agreements are treated as securities. These agreements, like other insurance products, are backed by claims on the general assets of the issuing entity and rank on the same priority level as other policy holder claims. Funding agreements typically are issued with a one-year final maturity and a variable interest rate, which may adjust weekly, monthly, or quarterly. Some agreements carry a seven-day put feature. A funding agreement without this feature is considered illiquid. These agreements are regulated by the state insurance board of the state where they are executed.

GOVERNMENT SECURITIES

Government securities consist of obligations issued or guaranteed by the U.S. Government, its agencies, instrumentalities or sponsored enterprises ("Government Securities"). Obligations of the U.S. Government agencies and instrumentalities are debt securities issued by U. S. Government-sponsored enterprises and federal agencies. Some of these obligations are supported by:
(a) the full faith and credit of the U.S. Treasury (such as Government National Mortgage Association participation certificates); (b) the limited authority of the issuer to borrow from the U.S. Treasury (such as securities of the Federal Home Loan Bank); (c) the discretionary authority of the U.S. Government to purchase certain obligations (such as securities of the Federal National Mortgage Association); or (d) the credit of the issuer only. In the case of obligations not backed by the full faith and credit of the United States, the investor must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment. In cases where U.S. Government support of agencies or instrumentalities is discretionary, no assurance can be given that the U.S. Government will provide financial support, since it is not legally obligated to do so.

GUARANTEED INVESTMENT CONTRACTS

Each of the Bond Fund, the Short/Intermediate Bond Fund and the Money Market Fund may invest in guaranteed investment contracts ("GICs") issued by U.S. and Canadian insurance companies. A GIC requires the investor to make cash contributions to a deposit fund of an insurance company's general account. The insurance company then makes payments to the investor based on negotiated, floating or fixed interest rates. A GIC is a general obligation of the issuing insurance company and not a separate account. The purchase price paid for a GIC becomes part of the general assets of the insurance company, and the contract is paid from the insurance company's general assets. Generally, a GIC is not assignable or transferable without the permission of the issuing insurance company, and an active secondary market in GICs does not currently exist.

HEDGING TRANSACTIONS

The High Yield Bond Fund may enter into various hedging transactions, such as interest rate swaps, and the purchase and sale of interest rate collars, caps and floors. Hedging is a means of transferring risk that an investor does not desire to assume in an uncertain interest or exchange rate environment. The subadviser believes it is possible to reduce the effect of interest rate fluctuations on the value of the Fund's portfolio, or sectors thereof, through the use of such strategies.

Interest rate swaps involve the exchange with another party of commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments. The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. An interest rate collar combines the elements of purchasing a cap and selling a floor. The collar

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protects against an interest rate rise above the maximum amount but gives up the benefit of an interest rate decline below the minimum amount. The net amount of the excess, if any, of the Fund's obligations over its entitlements with respect to each interest rate swap will be accrued on a daily basis and any asset, including equity securities and non-investment grade debt so long as the asset is liquid, unencumbered and marked to market daily having an aggregate net asset value at least equal to the accrued excess will be specifically designated on the accounting records of the Fund. If there is a default by the other party to such a transaction, the Fund will have contractual remedies pursuant to the agreements related to the transaction.

ILLIQUID SECURITIES AND RESTRICTED SECURITIES

Each Fund may invest up to 15% (10% with respect to the Money Market Funds) of its net assets in securities that are considered illiquid. Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the 1933 Act ("restricted securities"), securities that are otherwise not readily marketable, such as over-the-counter options, and repurchase agreements not entitling the holder to payment of principal in seven days. Subject to the oversight of the Trust's Board of Trustees, the Sub-Adviser determines and monitors the liquidity of portfolio securities.

Repurchase agreements, reverse repurchase agreements and time deposits that do not provide for payment to the Fund within seven days after notice or which have a term greater than seven days are deemed illiquid securities for this purpose unless such securities are variable amount master demand notes with maturities of nine months or less or unless the Sub-Adviser has determined that an adequate trading market exists for such securities or that market quotations are readily available.

The Funds may purchase Rule 144A securities sold to institutional investors without registration under the 1933 Act and commercial paper issued in reliance upon the exemption in Section 4(2) of the 1933 Act, for which an institutional market has developed. Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on the issuer's ability to honor a demand for repayment of the unregistered security. A security's contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of the security. These securities may be determined to be liquid in accordance with guidelines established by the Trust's Board of Trustees. Those guidelines take into account trading activity in the securities and the availability of reliable pricing information, among other factors. The Board of Trustees monitors implementation of those guidelines on a periodic basis.

INDEX FUTURES CONTRACTS AND OPTIONS ON INDEX FUTURES CONTRACTS

Each Equity Fund and Fixed Income Fund may attempt to reduce the risk of investment in equity and other securities by hedging a portion of each portfolio through the use of futures contracts on indices and options on such indices traded on a securities or futures exchange. Each of these Funds may hedge a portion of its portfolio by selling index futures contracts to limit exposure to decline. During a market advance or when the subadviser anticipates an advance, a Fund may hedge a portion of its portfolio by purchasing index futures or options on indices. This affords a hedge against the Fund's not participating in a market advance at a time when it is not fully invested and serves as a temporary substitute for the purchase of individual securities that may later be purchased in a more advantageous manner. The Index Fund may maintain Standard & Poor's 500 Index futures contracts to simulate full investment in that index while retaining a cash position for fund management purposes, to facilitate trading or to reduce transaction costs. A Fund will sell options on indices only to close out existing hedge positions.

A securities index assigns relative weightings to the securities in the index, and the index generally fluctuates with changes in the market values of those securities. A securities index futures contract is an agreement in which one party agrees to deliver to the other an amount of cash equal to a specific dollar amount times the difference between the value of a specific securities index at the close of the last trading day of the contract and the price at which the agreement is made. Unlike the purchase or sale of an underlying security, no consideration is paid or received by a Fund upon the purchase or sale of a securities index futures contract. When the contract is executed, each party deposits with a broker a percentage of the contract amount, which may be as low as 5% or less, called the "initial margin." During the term of the contract, the amount of this deposit is adjusted, based on the current value of the futures contract, by payments of variation margin to or from the broker.

Municipal bond index futures contracts, which are based on an index of 40 tax-exempt, municipal bonds with an original issue size of at least $50 million and a rating of A or higher by Standard & Poor's ("S&P") or A or higher by Moody's Investors Service ("Moody's"), began trading in mid-1985. No physical delivery of the underlying municipal bonds in the index is made. The Fixed Income Funds may utilize any such contracts and associated put and call options for which there is an active trading market.

Except for the Index Fund, a Fund will use index futures contracts only as a hedge against changes resulting from market conditions in the values of securities held in the Fund's portfolio or which it intends to purchase and where the transactions are economically appropriate to the reduction of risks inherent in the ongoing management of the Fund. A Fund will sell index futures only if the amount resulting from the multiplication of the then-current level of the indices upon which its futures contracts which would be outstanding do not exceed one-third of the value of the Fund's net assets. Also, a Fund may not purchase or sell index futures if, immediately thereafter, the sum of the premiums paid for unexpired options on futures contracts

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and margin deposits on the Fund's outstanding futures contracts would exceed 5% of the market value of the Fund's total assets. When a Fund purchases index futures contracts, it will segregate on the accounting records of the fund, appropriate liquid securities equal to the market value of the futures contracts.

There are risks that are associated with the use of futures contracts for hedging purposes. The price of a futures contract will vary from day to day and should parallel (but not necessarily equal) the changes in price of the underlying securities that are included in the index. The difference between these two price movements is called "basis." There are occasions when basis becomes distorted. For instance, the increase in value of the hedging instruments may not completely offset the decline in value of the securities in the portfolio. Conversely, the loss in the hedged position may be greater than the capital appreciation that a Fund experiences in its securities positions. Distortions in basis are more likely to occur when the securities hedged are not part of the index covered by the futures contract. Further, if market values do not fluctuate, a Fund will sustain a loss at least equal to the commissions on the financial futures transactions.

All investors in the futures market are subject to initial margin and variation margin requirements. Changes in the initial and variation margin requirements may influence an investor's decision to close out the position. The normal relationship between the securities and futures markets may become distorted if changing margin requirements do not reflect changes in value of the securities. The margin requirements in the futures market are substantially lower than margin requirements in the securities market. Therefore, increased participation by speculators in the futures market may cause temporary basis distortion. The margin requirements may be changed by the exchanges, including for open positions that may have already been established by the Fund.

In the futures market, it may not always be possible to execute a buy or sell order at the desired price, or to close out an open position due to market conditions, limits on open positions, and/or daily price fluctuation limits. Each market may establish a limit on the amount by which the daily market price of a futures contract may fluctuate. Once the market price of a futures contract reaches its daily price fluctuation limit, positions in the contract can be neither taken nor liquidated unless traders are willing to effect trades at or within the limit. The holder of a futures contract (including a Fund) may therefore be locked into its position by an adverse price movement for several days or more, which may be to its detriment. If a Fund could not close its open position during this period, it would continue to be required to make daily cash payments of variation margin. The risk of loss to a Fund is theoretically unlimited when it writes (sells) a futures contract because it is obligated to settle for the value of the contract unless it is closed out, regardless of fluctuations in the price of the underlying index. When a Fund purchases a put option or call option, however, unless the option is exercised, the maximum risk of loss to the Fund is the price of the put option or call option purchased.

Options on securities indices are similar to options on securities except that, rather than the right to take or make delivery of securities at a specified price, an option on a securities index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the securities index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option expressed in dollars times a specified multiple (the "multiplier"). The writer of the option is obligated, in return for the premium received, to make delivery of this amount. Unlike options on securities, all settlements are in cash, and gain or loss depends on price movements in the securities market generally (or in a particular industry or segment of the market) rather than price movements in individual securities.

A Fund's successful use of index futures contracts and options on indices depends upon the Sub-Adviser's ability to predict the direction of the market and is subject to various additional risks. The correlation between movements in the price of the index future and the price of the securities being hedged is imperfect and the risk from imperfect correlation increases as the composition of a Fund's portfolio diverges from the composition of the relevant index. In addition, if a Fund purchases futures to hedge against market advances before it can invest in a security in an advantageous manner and the market declines, the Fund might create a loss on the futures contract. Particularly in the case of options on stock indices, a Fund's ability to establish and maintain positions will depend on market liquidity. In addition, the ability of a Fund to close out an option depends on a liquid secondary market. The risk of loss to a Fund is theoretically unlimited when it writes (sells) a futures contract because a Fund is obligated to settle for the value of the contract unless it is closed out, regardless of fluctuations in the underlying index. There is no assurance that liquid secondary markets will exist for any particular option at any particular time.

Although no Fund has a present intention to invest 5% or more of its assets in index futures and options on indices, a Fund has the authority to invest up to 25% of its net assets in such securities.

See additional risk disclosure below under "Interest Rate Futures Contracts and Related Options."

INTEREST RATE FUTURES CONTRACTS AND RELATED OPTIONS

Each Equity Fund and Fixed Income Fund may invest in interest rate futures contracts and options on such contracts that are traded on a domestic exchange or board of trade. Such investments may be made by a Fund solely for the purpose of hedging against changes in the value of its portfolio securities due to anticipated changes in interest rates and market conditions, and not

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for purposes of speculation. A public market exists for interest rate futures contracts covering a number of debt securities, including long-term U.S. Treasury Bonds, ten-year U.S. Treasury Notes, agency securities, three-month U.S. Treasury Bills, Eurodollars, Eurobonds, and three-month domestic bank certificates of deposit. Other financial futures contracts may be developed and traded. The purpose of the acquisition or sale of an interest rate futures contract by a Fund, as the holder of municipal or other debt securities, is to protect the Fund from fluctuations in interest rates on securities without actually buying or selling such securities.

Unlike the purchase or sale of a security, no consideration is paid or received by a Fund upon the purchase or sale of a futures contract. Initially, a Fund will be required to deposit initial margin with the broker, as determined by the broker. The initial margin is in the nature of a performance bond or good faith deposit on the contract which is returned to the Fund upon termination of the futures contract, assuming that all contractual obligations have been satisfied. Subsequent payments, known as variation margin, to and from the broker, will be made on a daily basis as the price of the index fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as marking-to-market. At any time prior to the expiration of the contract, a Fund may elect to close the position by taking an opposite position, which will operate to terminate the Fund's existing position in the futures contract.

A Fund may not purchase or sell futures contracts or purchase options on futures contracts if, immediately thereafter, more than one-third of its net assets would be hedged, or the sum of the amount of margin deposits on the Fund's existing futures contracts and premiums paid for options would exceed 5% of the value of the Fund's total assets. When a Fund enters into futures contracts to purchase an index or debt security or purchase call options, an amount of cash or appropriate liquid securities equal to the notional market value of the underlying contract will be segregated on the accounting records of the fund to cover the positions, thereby insuring that the use of the contract is unleveraged.

Although a Fund will enter into futures contracts only if an active market exists for such contracts, there can be no assurance that an active market will exist for the contract at any particular time. Most domestic futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount the price of a futures contract may vary either up or down from the previous day's settlement price at the end of a trading session. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses because the limit may prevent the liquidation of unfavorable positions. It is possible that futures contract prices could move to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses. In such event, it will not be possible to close a futures position and, in the event of adverse price movements, a Fund would be required to make daily cash payments of variation margin. In such circumstances, an increase in the value of the portion of the portfolio being hedged, if any, may partially or completely offset losses on the futures contract. As described above, however, there is no guarantee the price of municipal bonds or of other debt securities will, in fact, correlate with the price movements in the futures contract and thus provide an offset to losses on a futures contract.

If a Fund has hedged against the possibility of an increase in interest rates that would adversely affect the value of municipal bonds or other debt securities held in its portfolio, and rates decrease instead, the Fund will lose part or all of the benefit of the increased value of the securities it has hedged because it will have offsetting losses in its futures positions. In addition, in such situations, if a Fund has insufficient cash, it may have to sell securities to meet daily variation margin requirements. Such sales of securities may, but will not necessarily, be at increased prices which reflect the decline in interest rates. A Fund may have to sell securities at a time when it may be disadvantageous to do so.

In addition, the ability of a Fund to trade in futures contracts and options on futures contracts may be materially limited by the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), applicable to a regulated investment company. See "Tax Information" below.

A Fund may purchase put and call options on interest rate futures contracts which are traded on a domestic exchange or board of trade as a hedge against changes in interest rates, and may enter into closing transactions with respect to such options to terminate existing positions. There is no guarantee such closing transactions can be effected.

Options on futures contracts, as contrasted with the direct investment in such contracts, give the purchaser the right, in return for the premium paid, to assume a position in futures contracts at a specified exercise price at any time prior to the expiration date of the options. Upon exercise of an option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writer's futures margin account, which represents the amount by which the market price of the futures contract exceeds, in the case of a call, or is less than, in the case of a put, the exercise price of the option on the futures contract. The potential loss related to the purchase of an option on interest rate futures contracts is limited to the premium paid for the option (plus transaction costs). Because the value of the option is fixed at the point of sale, there are no daily cash payments to reflect changes in the value of the underlying contract; however, the value of the option does change daily and that change would be reflected in the net asset value of a Fund.

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There are several risks in connection with the use of interest rate futures contracts and options on such futures contracts as hedging devices. Successful use of these derivative securities by a Fund is subject to the subadviser's ability to predict correctly the direction of movements in interest rates. Such predictions involve skills and techniques which may be different from those involved in the management of a long-term bond portfolio. There can be no assurance that there will be a correlation between price movements in interest rate futures, or related options, on the one hand, and price movements in the debt securities which are the subject of the hedge, on the other hand. Positions in futures contracts and options on futures contracts may be closed out only on an exchange or board of trade that provides an active market; therefore, there can be no assurance that a liquid market will exist for the contract or the option at any particular time. Consequently, a Fund may realize a loss on a futures contract that is not offset by an increase in the price of the debt securities being hedged or may not be able to close a futures position in the event of adverse price movements. Any income earned from transactions in futures contracts and options on futures contracts will be taxable

See additional risk disclosure above under "Index Futures Contracts and Options on Index Futures Contracts."

INVESTMENT COMPANY SECURITIES AND INVESTMENT FUNDS

In connection with the management of its daily cash positions, each Fund may invest in securities issued by investment companies that invest in short-term debt securities (which may include municipal obligations that are exempt from Federal income taxes) and that seek to maintain a $1.00 net asset value per share.

Each non-Money Market Fund also may invest in securities issued by investment companies that invest in securities in which the Fund could invest directly, within the limits prescribed by the 1940 Act. These limit each such Fund so that, except as provided below in the section "Master Fund/Feeder Fund Structure", (i) not more than 5% of its total assets will be invested in the securities of any one investment company; (ii) not more than 10% of its total assets will be invested in the aggregate in securities of investment companies as a group; and (iii) not more than 3% of the outstanding voting stock of any one investment company will be owned by the Fund. As a shareholder of another investment company, a Fund would bear, along with other shareholders, its pro rata portion of the other investment company's expenses, including advisory fees. Those expenses would be in addition to the advisory and other expenses that the Fund bears directly in connection with its own operations. See additional information concerning permitted investments in non-U.S. investment companies above under "Foreign Investment Companies".

LETTERS OF CREDIT

Debt obligations, including municipal obligations, certificates of participation, commercial paper and other short-term obligations, may be backed by an irrevocable letter of credit of a bank that assumes the obligation for payment of principal and interest in the event of default by the issuer. Only banks that, in the opinion of the subadviser, are of investment quality comparable to other permitted investments of a Fund may be used for Letter of Credit-backed investments.

LOAN PARTICIPATIONS AND ASSIGNMENTS

The Emerging Markets Fund may also invest in fixed-rate or floating-rate loans arranged through private negotiations between an issuer of emerging market debt instruments and one or more financial institutions ("lenders"). Generally, investments in loans would be in the form of loan participations and assignments of loan portfolios from third parties.

When investing in a loan participation, the Fund will typically have the right to receive payments from the lender to the extent that the lender receives payments from the borrower. In addition, the Fund will be able to enforce its rights through the lender, and not directly against the borrower. As a result, in a loan participation the Fund assumes credit risk with respect to both the borrower and the lender.

When the Fund purchases loan assignments from lenders, it will acquire direct rights against the borrower, but these rights and the Fund's obligations may differ from, and be more limited than, those held by the assigning lender. Loan participations and assignments may be illiquid.

MORTGAGE-RELATED SECURITIES

All Equity Funds, the Bond Fund, the High Yield Bond Fund, the Intermediate Government Bond Fund, and the Short/Intermediate Bond Fund may invest in mortgage-backed securities, including collateralized mortgage obligations ("CMOs") and Government Stripped Mortgage-Backed Securities. The Intermediate Government Bond Fund may purchase such securities if they represent interests in an asset-backed trust collateralized by the Government National Mortgage Association ("GNMA"), the Federal National Mortgage Association ("FNMA"), or the Federal Home Loan Mortgage Corporation ("FHLMC"), and may invest up to 20% of its assets in non-government, mortgage-backed securities.

CMOs are types of bonds secured by an underlying pool of mortgages or mortgage pass-through certificates that are structured to direct payments on the underlying collateral to different series or classes of the obligations. To the extent that CMOs are considered to be investment companies, investments in such CMOs will be subject to the percentage limitations described under "Investment Company Securities" in this SAI.

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Government Stripped Mortgage-Backed Securities are mortgage-backed securities issued or guaranteed by GNMA, FNMA, or FHLMC. These securities represent beneficial ownership interests in either periodic principal distributions ("principal-only") or interest distributions ("interest-only") on mortgage-backed certificates issued by GNMA, FNMA or FHLMC, as the case may be. The certificates underlying the Government Stripped Mortgage-Backed Securities represent all or part of the beneficial interest in pools of mortgage loans.

Mortgage-backed securities generally provide a monthly payment consisting of interest and principal payments. Additional payments may be made out of unscheduled repayments of principal resulting from the sale of the underlying residential property, refinancing or foreclosure, net of fees or costs that may be incurred. Prepayments of principal on mortgage-related securities may tend to increase due to refinancing of mortgages as interest rates decline. Prompt payment of principal and interest on GNMA mortgage pass-through certificates is backed by the full faith and credit of the United States. FNMA-guaranteed mortgage pass-through certificates and FHLMC participation certificates are solely the obligations of those entities.

Even if the U.S. Government or one of its agencies guarantees principal and interest payments of a mortgage-backed security, the market price of a mortgage-backed security is not insured and may be subject to market volatility. When interest rates decline, mortgage-backed securities experience higher rates of prepayment because the underlying mortgages are refinanced to take advantage of the lower rates. The prices of mortgage-backed securities may not increase as much as prices of other debt obligations when interest rates decline, and mortgage-backed securities may not be an effective means of locking in a particular interest rate. In addition, any premium paid for a mortgage-backed security may be lost if the security is prepaid. When interest rates rise, mortgage-backed securities experience lower rates of prepayment. This has the effect of lengthening the expected maturity of a mortgage-backed security. As a result, prices of mortgage-backed securities may decrease more than prices of other debt obligations when interest rates rise.

Investments in interest-only Government Stripped Mortgage-Backed Securities will be made in order to enhance yield or to benefit from anticipated appreciation in value of the securities at times when the Sub-Adviser believes that interest rates will remain stable or increase. In periods of rising interest rates, the value of interest-only Government Stripped Mortgage-Backed Securities may be expected to increase because of the diminished expectation that the underlying mortgages will be prepaid. In this situation the expected increase in the value of interest-only Government Stripped Mortgage-Backed Securities may offset all or a portion of any decline in value of the portfolio securities of the Fund. Investing in Government Stripped Mortgage-Backed Securities involves the risks normally associated with investing in mortgage-backed securities issued by government or government-related entities. In addition, the yields on interest-only and principal-only Government Stripped Mortgage-Backed Securities are extremely sensitive to the prepayment experience on the mortgage loans underlying the certificates collateralizing the securities. If a decline in the level of prevailing interest rates results in a rate of principal prepayments higher than anticipated, distributions of principal will be accelerated, thereby reducing the yield to maturity on interest-only Government Stripped Mortgage-Backed Securities and increasing the yield to maturity on principal-only Government Stripped Mortgage-Backed Securities. Conversely, if an increase in the level of prevailing interest rates results in a rate of principal prepayments lower than anticipated, distributions of principal will be deferred, thereby increasing the yield to maturity on interest-only Government Stripped Mortgage-Backed Securities and decreasing the yield to maturity on principal-only Government Stripped Mortgage-Backed Securities. Sufficiently high prepayment rates could result in a Fund's not fully recovering its initial investment in an interest-only Government Stripped Mortgage-Backed Security. Government Stripped Mortgage-Backed Securities are currently traded in an over-the-counter market maintained by several large investment banking firms. There can be no assurance that a Fund will be able to effect a trade of a Government Stripped Mortgage-Backed Security at a time when it wishes to do so.

MUNICIPAL LEASES

Each of the Intermediate Tax-Exempt Bond Fund and the Tax-Exempt Bond Fund may acquire participations in lease obligations or installment purchase contract obligations (hereinafter collectively called "lease obligations") of municipal authorities or entities. Although lease obligations do not constitute general obligations of the municipality for which the municipality's taxing power is pledged, a lease obligation may be backed by the municipality's covenant to budget for, appropriate, and make the payments due under the lease obligation. However, certain lease obligations contain "non-appropriation" clauses which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose on a yearly basis. In addition to the "non-appropriation" risk, these securities represent a relatively new type of financing that has not yet developed the depth of marketability associated with more conventional bonds. In the case of a "non-appropriation" lease, a Fund's ability to recover under the lease in the event of non-appropriation or default will be limited solely to the repossession of the leased property in the event foreclosure might prove difficult.

In evaluating the credit quality of a municipal lease obligation and determining whether such lease obligation will be considered "liquid," the Sub-Adviser will consider: (1) whether the lease can be canceled; (2) what assurance there is that the assets represented by the lease can be sold; (3) the strength of the lessee's general credit (e.g., its debt, administrative, economic, and financial characteristics); (4) the likelihood that the municipality will discontinue appropriating funding for the leased

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property because the property is no longer deemed essential to the operations of the municipality (e.g., the potential for an "event of non-appropriation"); and,
(5) the legal recourse in the event of failure to appropriate.

MUNICIPAL SECURITIES

The Balanced Fund, the Bond Fund, the High Yield Bond Fund, the Intermediate Tax-Exempt Bond Fund, the Short/Intermediate Bond Fund, the Tax-Exempt Bond Fund, and the Tax-Exempt Money Market Fund may invest in tax-exempt obligations to the extent consistent with each Fund's investment objective and policies. Notes sold as interim financing in anticipation of collection of taxes (i.e., tax anticipation notes), a bond sale (i.e., bond anticipation notes) or receipt of other revenues (i.e., revenue anticipation notes) are usually general obligations of the issuer.

BOND ANTICIPATION NOTES. Bond anticipation notes are issued to provide interim financing until long-term financing can be arranged. In most cases, the long-term bonds then provide the money for the repayment of the notes.

CONSTRUCTION LOAN NOTES. Construction loan notes are sold to provide construction financing. After successful completion and acceptance, many projects receive permanent financing through the Federal Housing Administration under the Federal National Mortgage Association ("FNMA") or the Government National Mortgage Association ("GNMA").

GENERAL OBLIGATION BONDS. Issuers of general obligation bonds include states, counties, cities, towns, and regional districts. The proceeds of these obligations are used to fund a wide range of public projects, including construction or improvement of schools, highways and roads, and water and sewer systems. The basic security behind general obligation bonds is the issuer's pledge of its full faith and credit and taxing power for the payment of principal and interest. The taxes that can be levied for the payment of debt service may be limited or unlimited as to the rate or amount of special assessments.

INDUSTRIAL DEVELOPMENT BONDS. Industrial development bonds, which are considered municipal bonds if the interest paid is exempt from federal income tax, are issued by or on behalf of public authorities to raise money to finance various privately operated facilities for business and manufacturing, housing, sports arenas and pollution control. These bonds are also used to finance public facilities such as airports, mass transit systems, ports and parking. The payment of the principal and interest on such bonds is dependent solely on the ability of the facility's user to meet its financial obligations and the pledge, if any, of real and personal property so financed as security for such payment.

MUNICIPAL BONDS. Municipal bonds, which meet longer term capital needs and generally have maturities of more than one year when issued, have two principal classifications: general obligation bonds and revenue bonds. Another type of municipal bond is referred to as an industrial development bond. These three are discussed below.

MUNICIPAL NOTES. Municipal notes generally are used to provide for short-term working capital needs and generally have maturities of one year or less. Municipal notes include:

REVENUE ANTICIPATION NOTES. Revenue anticipation notes are issued in expectation of receipt of other types of revenue, such as federal revenues available under federal revenue sharing programs.

REVENUE BONDS. The principal security for a revenue bond is generally the net revenues derived from a particular facility, group of facilities, or, in some cases, the proceeds of a special excise or other specific revenue source. Revenue bonds are issued to finance a wide variety of capital projects including: electric, gas, water and sewer systems; highways, bridges, and tunnels; port and airport facilities; colleges and universities; and hospitals. Although the principal security behind these bonds may vary, many provide additional security in the form of a debt service reserve fund whose money may be used to make principal and interest payments on the issuer's obligations. Housing finance authorities have a wide range of security, including partially or fully insured mortgages, rent subsidized and/or collateralized mortgages, and/or the net revenues from housing or other public projects. Some authorities provide further security in the form of a state's ability (without obligation) to make up deficiencies in the debt service reserve fund.

TAX ANTICIPATION NOTES. Tax anticipation notes are issued to finance working capital needs of municipalities. Generally, they are issued in anticipation of various seasonal tax revenue, such as income, sales, use and business taxes, and are payable from these specific future taxes.

TAX-EXEMPT COMMERCIAL PAPER. Tax-exempt commercial paper is a short-term obligation with a stated maturity of 365 days or less. It is issued by state and local governments or their agencies to finance seasonal working capital needs or as short-term financing in anticipation of longer-term financing.

In addition, other types of municipal securities similar to the above-described municipal bonds and municipal notes are, or may become, available. For the purpose of the Trust's investment restrictions set forth in this Statement of Additional Information, the identification of the "issuer" of a municipal security which is not a general obligation bond is made by the investment adviser on the basis of the characteristics of the obligation, the most significant of which is the source of funds for the payment of principal and interest on such security.

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RISKS RELATING TO MUNICIPAL SECURITIES. Yields on municipal securities are dependent on a variety of factors, including the general conditions of the money market and the municipal bond market, the size of a particular offering, the maturity of the obligations and the rating of the issue. Municipal securities with longer maturities tend to produce higher yields and are generally subject to potentially greater capital appreciation and depreciation than obligations with shorter maturities and lower yields. The market prices of municipal securities usually vary, depending upon available yields. An increase in interest rates will generally reduce the value of portfolio investments, and a decline in interest rates will generally increase the value of portfolio investments. The ability of the Fund to achieve its investment objective is also dependent on the continuing ability of the issuers of municipal securities in which the Fund invests to meet their obligations for the payment of interest and principal when due. The ratings of Moody's and Standard & Poor's represent their opinions as to the quality of municipal securities which they undertake to rate. Ratings are not absolute standards of quality; consequently, municipal securities with the same maturity, coupon, and rating may have different yields. There are variations in municipal securities, both within a particular classification and between classifications, depending on numerous factors. It should also be pointed out that, unlike other types of investments, municipal securities have traditionally not been subject to regulation by, or registration with, the SEC, although there have been proposals which would provide for such regulation in the future.

The federal bankruptcy statutes relating to the debts of political subdivisions and authorities of states of the United States provide that, in certain circumstances, such subdivisions or authorities may be authorized to initiate bankruptcy proceedings without prior notice to or consent of creditors, which proceedings could result in material and adverse changes in the rights of holders of their obligations.

Lawsuits challenging the validity under state constitutions of present systems of financing public education have been initiated or adjusted in a number of states, and legislation has been introduced to effect changes in public school financing in some states. In other instances there have been lawsuits challenging the issuance of pollution control revenue bonds or the validity of their issuance under state or federal law which could ultimately affect the validity of those municipal securities or the tax-free nature of the interest thereon.

TAX ANTICIPATION NOTES (TANs). An uncertainty in a municipal issuer's capacity to raise taxes as a result of such events as a decline in its tax base or a rise in delinquencies could adversely affect the issuer's ability to meet its obligations on outstanding TANs. Furthermore, some municipal issuers commingle various tax proceeds in a general fund that is used to meet obligations other than those of the outstanding TANs. Use of such a general fund to meet various other obligations could affect the likelihood of making payments on TANs.

BOND ANTICIPATION NOTES (BANs). The ability of a municipal issuer to meet its obligations on its BANs is primarily dependent on the issuer's adequate access to the longer-term municipal bond market and the likelihood that the proceeds of such bond sales will be used to pay the principal of, and interest on, BANs.

REVENUE ANTICIPATION NOTES (RANs). A decline in the receipt of certain revenues, such as anticipated revenues from another level of government, could adversely affect an issuer's ability to meet its obligations on outstanding RANs. In addition, the possibility that the revenues would, when received, be used to meet other obligations could affect the ability of the issuer to pay the principal of, and interest on, RANs.

The Balanced Fund, the Bond Fund, the Intermediate Tax-Exempt Bond Fund, the Short/Intermediate Bond Fund, and the Tax-Exempt Bond Fund, may also invest in:
(1) municipal bonds that are rated at the date of purchase "Baa" or better by Moody's or "BBB" or better by S&P (2) municipal notes having maturities at the time of issuance of 15 years or less that are rated at the date of purchase "MIG 1" or "MIG 2" (or "VMIG 1" or "VMIG 2" in the case of an issue having a variable rate with a demand feature) by Moody's or "SP-1+," "SP-1," or "SP-2" by S&P and
(3) municipal commercial paper with a stated maturity of one year or less that is rated at the date of purchase "P-2" or better by Moody's or "A-2" or better by S&P.

PARTICIPATION ON CREDITORS' COMMITTEES

The High Yield Bond Fund may from time to time participate on committees formed by creditors to negotiate with the management of financially troubled issuers of securities held by the Fund. Such participation may subject the Fund to expenses such as legal fees and may make the fund an "insider" of the issuer for purposes of the federal securities laws, and therefore may restrict the fund's ability to purchase or sell a particular security when it might otherwise desire to do so. Participation by the Fund on such committees also may expose the Fund to potential liabilities under the federal bankruptcy laws or other laws governing the rights of creditors and debtors. The Fund will participate on such committees only when the adviser believes that such participation is necessary or desirable to enforce the Fund's rights as a creditor or to protect the value of securities held by the Fund.

PUT AND CALL OPTIONS

Each Equity Fund and Fixed Income Fund may invest in covered put and covered call options and write covered put and covered call options on securities in which they may invest directly and that are traded on registered domestic securities exchanges. The writer of a call option, who receives a premium, has the obligation, upon exercise of the option, to deliver the

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underlying security against payment of the exercise price during the option period. The writer of a put, who receives a premium, has the obligation to buy the underlying security, upon exercise, at the exercise price during the option period.

These Funds each may write put and call options on securities only if they are "covered," and such options must remain "covered" as long as the Fund is obligated as a writer. A call option is "covered" if a Fund owns the underlying security or its equivalent covered by the call or has an absolute and immediate right to acquire that security without additional cash consideration (or for additional cash consideration if such cash is segregated) upon conversion or exchange of other securities held in its portfolio. A call option is also covered if a Fund holds on a share-for-share or equal principal amount basis a call on the same security as the call written where the exercise price of the call held is equal to or less than the exercise price of the call written or greater than the exercise price of the call written if appropriate liquid assets representing the difference are segregated by the Fund. A put option is "covered" if a Fund maintains appropriate liquid securities with a value equal to the exercise price, or owns on a share-for-share or equal principal amount basis a put on the same security as the put written where the exercise price of the put held is equal to or greater than the exercise price of the put written.

The principal reason for writing call options is to attempt to realize, through the receipt of premiums, a greater current return than would be realized on the underlying securities alone. In return for the premium, a Fund would give up the opportunity for profit from a price increase in the underlying security above the exercise price so long as the option remains open, but retains the risk of loss should the price of the security decline. Upon exercise of a call option when the market value of the security exceeds the exercise price, a Fund would receive less total return for its portfolio than it would have if the call had not been written, but only if the premium received for writing the option is less than the difference between the exercise price and the market value. Put options are purchased in an effort to protect the value of a security owned against an anticipated decline in market value. A Fund may forego the benefit of appreciation on securities sold or be subject to depreciation on securities acquired pursuant to call or put options, respectively, written by the Fund. A Fund may experience a loss if the value of the securities remains at or below the exercise price, in the case of a call option, or at or above the exercise price, in the case of a put option.

Each Fund may purchase put options in an effort to protect the value of a security owned against an anticipated decline in market value. Exercise of a put option will generally be profitable only if the market price of the underlying security declines sufficiently below the exercise price to offset the premium paid and the transaction costs. If the market price of the underlying security increases, a Fund's profit upon the sale of the security will be reduced by the premium paid for the put option less any amount for which the put is sold.

The staff of the Commission has taken the position that purchased options not traded on registered domestic securities exchanges and the assets used as cover for written options not traded on such exchanges are illiquid securities. Each of the Funds will treat such options and assets as subject to such Fund's limitation on investment in securities that are not readily marketable.

Writing of options involves the risk that there will be no market in which to effect a closing transaction. An exchange-traded option may be closed out only on an exchange that provides a secondary market for an option of the same series, and there is no assurance that a liquid secondary market on an exchange will exist.

REAL ESTATE INVESTMENT TRUSTS (REITS)

Each Fund may invest in REITs. REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests. Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs may be affected by changes in the value of the underlying property owned by the REITs or the quality of loans held by the REIT. REITs are dependent upon management skills, are not diversified, and are subject to the risks of financing projects.

REITs are also subject to interest rate risks. When interest rates decline, the value of a REIT's investment in fixed rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REIT's investment in fixed rate obligations can be expected to decline.

Investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be subject to more abrupt or erratic price movements than securities of larger companies.

REPURCHASE AGREEMENTS

Each Fund may enter into repurchase agreements by which the Fund purchases portfolio securities subject to the seller's agreement to repurchase them at a mutually agreed upon time and price, which includes an amount representing interest on the purchase price. A repurchase agreement must be collateralized by obligations that could otherwise be purchased by the Fund (except with respect to maturity), and these must be maintained by the seller in a segregated account for the Fund cash or cash equivalents equal to at least 102% of the repurchase price (including accrued interest). Default or bankruptcy of the seller would expose a Fund to possible loss because of adverse market action, delays in connection with the disposition of the underlying obligations or expenses of enforcing its rights.

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A Fund may not enter into a repurchase agreement if, as a result, more than 15% (10% with respect to a Money Market Fund) of the market value of the Fund's total net assets would be invested in repurchase agreements with a maturity of more than seven days and in other illiquid securities. A Fund will enter into repurchase agreements only with registered broker/dealers and commercial banks that meet guidelines established by the Board of Trustees.

REVERSE REPURCHASE AGREEMENTS

Each of the Equity Funds and the Fixed Income Funds may borrow funds for temporary purposes by entering into an agreement to sell portfolio securities to a financial institution such as a bank or broker-dealer and to repurchase them at a mutually specified date and price ("reverse repurchase agreement"). A reverse repurchase agreement involves the risk that the market value of the securities sold by the Fund may decline below the repurchase price. The Fund would pay interest on the amount obtained pursuant to the reverse repurchase agreement.

A Fund may not enter into a reverse repurchase agreement if, as a result, more than 15% (10% with respect to a Money Market Fund) of the Fund's net assets would be invested in reverse repurchase agreements with a maturity of more than seven days and in other illiquid securities. The Funds will enter into reverse repurchase agreements only with registered broker-dealers and commercial banks that meet guidelines established by the Trust's Board of Trustees.

RULE 2A-7 MATTERS

Each of the Money Market Funds must comply with the requirements of Rule 2a-7 under the 1940 Act ("Rule 2a-7"). Under the applicable quality requirements of Rule 2a-7, the Funds may purchase only U.S. dollar-denominated instruments that are determined to present minimal credit risks and that are at the time of acquisition "eligible securities" as defined in Rule 2a-7. Generally, eligible securities are divided into "first tier" and "second tier" securities. First tier securities are generally those in the highest rating category (e.g., A-1 by S&P) or unrated securities deemed to be comparable in quality, government securities and securities issued by other money market funds. Second tier securities are generally those in the second highest rating category (e.g., A-2 by S&P) or unrated securities deemed to be comparable in quality. See Appendix A for more information.

The Money Market Fund may not invest more than 5% of its total assets in second tier securities nor more than the greater of 1% of its total assets or $1 million in the second tier securities of a single issuer. The Tax-Exempt Money Market Fund may not invest more than 5% of its total assets in second tier "conduit securities" (as defined in Rule 2a-7), nor more than 1% of its total assets or $1 million (whichever is greater) in second tier conduit securities issued by a single issuer. Generally, conduit securities are securities issued to finance non-governmental private projects, such as retirement homes, private hospitals, local housing projects, and industrial development projects, with respect to which the ultimate obligor is not a government entity.

Each Money Market Fund will maintain a dollar-weighted average maturity of 90 days or less and will limit its investments to securities that have remaining maturities of 397 calendar days or less or other features that shorten maturities in a manner consistent with the requirements of Rule 2a-7, such as interest rate reset and demand features.

SECURITIES LENDING

Each Fund may lend to brokers, dealers and financial institutions securities from its portfolio representing up to one-third of the Fund's total assets if cash or cash-equivalent collateral, including letters of credit, marked-to-market daily and equal to at least 100% of the current market value of the securities loaned (including accrued interest and dividends thereon) plus the interest payable to the Fund with respect to the loan is maintained by the borrower with the Fund in a segregated account. In determining whether to lend a security to a particular broker, dealer or financial institution, the subadviser will consider all relevant facts and circumstances, including the creditworthiness of the broker, dealer or financial institution. No Fund will enter into any portfolio security lending arrangement having a duration of longer than one year. Any securities that a Fund may receive as collateral will not become part of the Fund's portfolio at the time of the loan and, in the event of a default by the borrower, the Fund will, if permitted by law, dispose of such collateral except for such part thereof that is a security in which the Fund is permitted to invest. During the time securities are on loan, the borrower will pay the Fund any accrued income on those securities, and the Fund may invest the cash collateral and earn additional income or receive an agreed upon fee from a borrower that has delivered cash equivalent collateral. Loans of securities by a Fund will be subject to termination at the Fund's or the borrower's option. Each Fund pays administrative and custodial fees in connection with a securities loan and may pay a negotiated fee to the borrower or the placing broker. Borrowers and placing brokers may not be affiliated, directly or indirectly, with the Trust, the Adviser, a subadviser or the Distributor.

SHORT SALES

With respect to the Emerging Markets Fund, when a Fund sells short, it borrows the securities that it needs to deliver to the buyer. A Fund must arrange through a broker to borrow these securities and will become obligated to replace the borrowed securities at whatever their market price may be at the time of replacement. A Fund may have to pay a premium to borrow the securities and must pay any dividends or interest payable on the securities until they are replaced.

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A Fund's obligation to replace the securities borrowed in connection with a short sale will be secured. The proceeds a Fund receives from the short sale will be held on behalf of the broker until the Fund replaces the borrowed securities, and the Fund will deposit collateral with the broker; this collateral will consist of cash or liquid, high-grade debt obligations. In addition, a Fund will deposit collateral in a segregated account with the Fund's custodian; this collateral will consist of cash or liquid, high grade debt obligations equal to any difference between the market value of (1) the securities sold at the time they were sold short and (2) any collateral deposited with the broker in connection with the short sale (not including the proceeds of the short sale).

The Emerging Markets Fund may sell securities short-against-the-box to hedge unrealized gains on portfolio securities. If a Fund sells a security short-against-the-box, the fund owns the security but does not want to use it for delivery so instead borrows it from a brokerage firm, typically in order to lock in a profit. If a Fund sells securities short-against-the-box, it may protect unrealized gains, but will lose the opportunity to profit on such securities if the price rises.

SOVEREIGN DEBT

The Emerging Markets Fund and the High Yield Bond Fund may invest in "sovereign debt," which is issued or guaranteed by foreign governments (including countries, provinces and municipalities) or their agencies and instrumentalities. Sovereign debt may trade at a substantial discount from face value. The Funds may hold and trade sovereign debt of foreign countries in appropriate circumstances to participate in debt conversion programs. Emerging-market country sovereign debt involves a high degree of risk, is generally lower-quality debt, and is considered speculative in nature due, in part, to the extreme and volatile nature of debt burdens in such countries and because emerging market governments can be relatively unstable. The issuer or governmental authorities that control sovereign-debt repayment ("sovereign debtors") may be unable or unwilling to repay principal or interest when due in accordance with the terms of the debt. A sovereign debtor's willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash-flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor's policy towards the IMF, and the political constraints to which the sovereign debtor may be subject. Sovereign debtors may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearage on their debt. The commitment of these third parties to make such disbursements may be conditioned on the sovereign debtor's implementation of economic reforms or economic performance and the timely service of the debtor's obligations. The sovereign debtor's failure to meet these conditions may cause these third parties to cancel their commitments to provide funds to the sovereign debtor, which may further impair the debtor's ability or willingness to timely service its debts. In certain instances, the Funds may invest in sovereign debt that is in default as to payments of principal or interest. In the event that the Funds hold non-performing sovereign debt, the Funds may incur additional expenses in connection with any restructuring of the issuer's obligations or in otherwise enforcing their rights thereunder.

The Fixed Income Funds may invest in "sovereign debt" that is U.S. dollar-denominated and investment-grade.

STAND-BY COMMITMENTS

Each of the Balanced Fund, the Intermediate Tax-Exempt Bond Fund and the Tax-Exempt Bond Fund may purchase municipal securities together with the right to resell them to the seller or a third party at an agreed-upon price or yield within specified periods prior to their maturity dates. Such a right to resell is commonly known as a stand-by commitment, and the aggregate price which a Fund pays for securities with a stand-by commitment may increase the cost, and thereby reduce the yield, of the security. The primary purpose of this practice is to permit a Fund to be as fully invested as practicable in municipal securities while preserving the necessary flexibility and liquidity to meet unanticipated redemptions. The Balanced Fund will acquire stand-by commitments solely to facilitate portfolio liquidity and does not intend to exercise its rights thereunder for trading purposes. Stand-by commitments acquired by a Fund are valued at zero in determining the Fund's net asset value. Stand-by commitments involve certain expenses and risks, including the inability of the issuer of the commitment to pay for the securities at the time the commitment is exercised, non-marketability of the commitment, and differences between the maturity of the underlying security and the maturity of the commitment.

SWAP AGREEMENTS

Each of the Funds may enter into interest rate, index and currency exchange rate swap agreements in attempts to obtain a particular desired return at a lower cost to the Fund than if the Fund had invested directly in an instrument that yielded that desired return. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard "swap" transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or "swapped" between the parties are calculated with respect to a "notional amount," i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a "basket" of securities representing a particular index. The "notional amount" of the swap agreement is only a fictive basis on which to calculate the obligations the parties to a swap agreement have agreed to exchange. The Fund's obligations (or rights) under a swap agreement will generally be equal only to the amount to be paid or received under the agreement based on the relative

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values of the positions held by each party to the agreement (the "net amount"). The Fund's obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Fund). To the extent required by SEC guidelines to ensure that it is not leveraged, a Fund will only engage in futures contracts or options on futures contracts if it owns either (1) an offsetting position for the same type of financial asset or (2) cash or liquid securities, designated on the Fund's books or held in a segregated account, with a value sufficient at all times to cover its potential obligations not covered as provided in (1). The Fund's obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counter-party will be covered by specifically designating on the accounting records of the Fund liquid assets to avoid leveraging of the Fund's portfolio. Because swap agreements are two-party contracts and may have terms of greater than seven days, they may be considered to be illiquid. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counter-party. The subadviser will cause a Fund to enter into swap agreements only with counter-parties that would be eligible for consideration as repurchase agreement counter-parties under the Funds' repurchase agreement guidelines. Certain restrictions imposed on the Funds by the Internal Revenue Code may limit the Funds' ability to use swap agreements. The swaps market is a relatively new market and is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect the Fund's ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

Certain swap agreements are exempt from most provisions of the Commodity Exchange Act ("CEA") and, therefore, are not regulated as futures or commodity option transactions under the CEA, pursuant to regulations of the CFTC. To qualify for this exemption, a swap agreement must be entered into by "eligible participants," which include the following, provided the participants' total assets exceed established levels: a bank or trust company, savings association or credit union, insurance company, investment company subject to regulation under the Investment Company Act of 1940 (the "1940 Act"), commodity pool, corporation, partnership, proprietorship, organization, trust or other entity, employee benefit plan, governmental entity, broker-dealer, futures commission merchant, natural person, or regulated foreign person. To be eligible, natural persons and most other entities must have total assets exceeding $10 million; commodity pools and employees benefit plans must have assets exceeding $5 million. In addition, an eligible swap transaction must meet three conditions. First, the swap agreement may not be part of a fungible class of agreements that are standardized as to their material economic terms. Second, the creditworthiness of parties with actual or potential obligations under the swap agreement must be a material consideration in entering into or determining the terms of the swap agreement, including pricing, cost or credit enhancement terms. Third, swap agreements may not be entered into and traded on or through a multilateral transaction execution facility.

In addition, the High Yield Bond Fund may enter into credit default swap agreements. The "buyer" in a credit default contract is obligated to pay the "seller" a periodic, stream of payments over the term of the contract provided no event of default has occurred. In the event of default, the seller must pay the buyer the "par value" (full notional value) of the reference obligation in exchange for the reference obligation (typically emerging market debt). The fund may be either the buyer or seller in the transaction. If the fund is a buyer and no event of default occurs, the fund loses its investment and recovers nothing. However, if an event of default occurs, the buyer receives full notional value for a reference obligation that may have little or no value. As a seller, the fund receives a fixed rate of income throughout the term of the contract, which typically is between six months and three years, provided there is no default event. If an event of default occurs, the seller must pay the buyer the full notional value of the reference obligation. The value of the reference obligation received by the seller, coupled with the periodic payments previously received may be less than the full notional value it pays to the buyer, resulting in a loss of value to the fund.

Credit default swaps involve greater risks than if the fund had invested in the reference obligation directly. In addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risks. The fund will enter into swap agreements only with counterparties who are rated at least A by Moody's or S&P at the time of investment.

TEMPORARY INVESTMENTS

When business or financial conditions warrant, each of the non-Money Market Funds may assume a temporary defensive position by investing in money-market investments. These money-market investments include obligations of the U.S. Government and its agencies and instrumentalities, obligations of foreign sovereigns, other debt securities, commercial paper including bank obligations, certificates of deposit (including Eurodollar certificates of deposit) and repurchase agreements.

For temporary defensive purposes, during periods in which the subadviser believes adverse changes in economic, financial or political conditions make it advisable, the Funds may reduce their holdings in equity and other securities and may invest up to 100% of their assets in certain short-term (less than twelve months to maturity) and medium-term (not greater than five years to maturity) debt securities and in cash (U.S. dollars, foreign currencies, or multicurrency units). In the case of the Emerging Markets Fund, these short-term and medium-term debt securities consist of (a) obligations of governments, agencies or instrumentalities of any member state of the Organization for Economic Cooperation and Development ("OECD"); (b) bank deposits and bank obligations (including certificates of deposit, time deposits and bankers' acceptances) of banks organized under the laws of any member state of the OECD, denominated in any currency; (c) floating rate securities and other instruments denominated in any currency issued by international development agencies; (d) finance company and corporate commercial paper

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and other short-term corporate debt obligations of corporations organized under the laws of any member state of the OECD meeting the Fund's credit quality standards; and (e) repurchase agreements with banks and broker-dealers covering any of the foregoing securities. The short-term and medium-term debt securities in which the Fund may invest for temporary defensive purposes will be those that the Sub-Adviser believes to be of high quality, i.e., subject to relatively low risk of loss of interest or principal (there is currently no rating system for debt securities in most emerging countries). If rated, these securities will be rated in one of the three highest rating categories by rating services such as Moody's or S&P (i.e., rated at least A).

WARRANTS

The Equity Funds and the High Yield Bond Fund may invest in warrants, which are options to purchase an equity security at a specified price (usually representing a premium over the applicable market value of the underlying equity security at the time of the warrant's issuance) and usually during a specified period of time. Unlike convertible securities and preferred stocks, warrants do not pay a fixed dividend. Investments in warrants involve certain risks, including the possible lack of a liquid market for the resale of the warrants, potential price fluctuations as a result of speculation or other factors and failure of the price of the underlying security to reach a level at which the warrant can be prudently exercised (in which case the warrant may expire without being exercised, resulting in the loss of the Fund's entire investment therein).

WHEN-ISSUED PURCHASES AND FORWARD COMMITMENTS (DELAYED-DELIVERY)

When-issued purchases and forward commitments (delayed-delivery) are commitments by a Fund to purchase or sell particular securities with payment and delivery to occur at a future date (perhaps one or two months later). These transactions permit the Fund to lock in a price or yield on a security, regardless of future changes in interest rates.

When a Fund purchases securities on a when-issued or forward commitment basis, the Fund will specifically designate on its accounting records securities having a value (determined daily) at least equal to the amount of the Fund's purchase commitments. These procedures are designed to ensure that each Fund will maintain sufficient assets at all times to cover its obligations under when-issued purchases and forward commitments.

A Fund will purchase securities on a when-issued or forward commitment basis only with the intention of completing the transaction and actually purchasing the securities. The Funds may be required to provide margin for forward transactions. If deemed advisable as a matter of investment strategy, however, a Fund may dispose of or renegotiate a commitment after it is entered into, and may sell securities it has committed to purchase before those securities are delivered to the Fund on the settlement date. In these cases the Fund may realize a capital gain or loss for Federal income tax purposes.

When a Fund engages in when-issued and forward commitment transactions, it relies on the other party to consummate the trade. Failure of such party to do so may result in the Fund's incurring a loss or missing an opportunity to obtain a price considered to be advantageous.

The market value of the securities underlying a when-issued purchase or a forward commitment to purchase securities, and any subsequent fluctuations in their market value, are taken into account when determining the market value of a Fund starting on the day the Fund agrees to purchase the securities. A Fund does not earn interest on the securities it has committed to purchase until they are paid for and delivered on the settlement date.

ZERO COUPON, DEFERRED COUPON, AND PIK DEBT SECURITIES

ZERO COUPON SECURITIES. Each Fund may invest in zero coupon securities. Zero coupon securities are debt securities that are issued and traded at a discount and do not entitle the holder to any periodic payments of interest prior to maturity. Zero coupon securities may be created by separating the interest and principal components of securities issued or guaranteed by the U.S. Government or one of its agencies or instrumentalities or issued by private corporate issuers. These securities may not be issued or guaranteed by the U.S. Government. Typically, an investment brokerage firm or other financial intermediary holding the security has separated ("stripped") the unmatured interest coupons from the underlying principal. The holder may then resell the stripped securities. The stripped coupons are sold separately from the underlying principal, usually at a deep discount because the buyer receives only the right to receive a fixed payment on the security upon maturity and does not receive any rights to reinvestment of periodic interest (cash) payments. Because the rate to be earned on these reinvestments may be higher or lower than the rate quoted on the interest-paying obligations at the time of the original purchase, the investor's return on investments is uncertain even if the securities are held to maturity. This uncertainty is commonly referred to as reinvestment risk. With zero coupon securities, however, there are no cash distributions to reinvest, so investors bear no reinvestment risk if they hold the zero coupon securities to maturity; holders of zero coupon securities, however, forego the possibility of reinvesting at a higher yield than the rate paid on the originally issued security. With both zero coupon securities and interest-paying securities there is no reinvestment risk on the principal amount of the investment. When held to maturity, the entire return from such instruments is determined by the difference between such instrument's purchase price and its value at maturity. Because interest on zero coupon securities is not paid on a current basis, the values of securities of this type are subject to greater fluctuations than are the values of securities that distribute income regularly. In addition, a Fund's investment in zero coupon securities will result in special tax consequences. Although zero coupon securities do not make interest payments, for tax purposes, a portion of the

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difference between the security's maturity value and its purchase price is imputed income to a Fund each year. Under the Federal tax laws applicable to investment companies, a Fund will not be subject to tax on its income if it pays annual dividends to its shareholders substantially equal to all the income received from, and imputed to, its investments during the year. Because imputed income must be paid to shareholders annually, a Fund may need to borrow money or sell securities to meet certain dividend and redemption obligations. In addition, the sale of securities by a Fund may increase its expense ratio and decrease its rate of return.

DEFERRED COUPON DEBT SECURITIES. The High Yield Fund may invest in debt obligations that do not make any interest payments for a specified period of time prior to maturity ("deferred coupon" obligations). Because the deferred coupon bonds do not make interest payments for a certain period of time, they are purchased by the Fund at a deep discount and their value fluctuates more in response to interest rate changes than does the value of debt obligations that make current interest payments. The degree of fluctuation with interest rate changes is greater when the deferred period is longer. Therefore, there is a risk that the value of a Fund's shares may decline more as a result of an increase in interest rates than would be the case if the Fund did not invest in deferred coupon bonds.

PIK BONDS. PIK Bonds are bonds on which interest is payable in kind. PIK bonds are obligations which provide that the issuer thereof may, at its option, pay interest on such bonds in cash or in the form of additional debt securities. Such securities benefit the issuer by mitigating its need for cash to meet debt service, but also require a higher rate of return to attract investors who are willing to defer receipt of such cash. The Funds will accrue income on such investments for tax and accounting purposes, which is distributable to shareholders from available cash or liquidated assets. PIK bonds generally are more volatile than the market prices of securities that pay interest periodically and are likely to respond to changes in interest rates to a greater degree than do bonds on which regular cash payments of interest are being made that have similar maturities and credit quality.

RATINGS

After purchase by a Fund, a security may cease to be rated or its rating may be reduced below the minimum required for purchase by the Fund. Neither event will require the Fund for such type of security to sell the security unless the amount of the security exceeds the Fund's permissible limit. However, the subadviser will reassess promptly whether the security presents minimal credit risks and determine whether continuing to hold the security is in the best interests of the Fund. A Money Market Fund may be required to sell a security downgraded below the minimum required for purchase, absent a specific finding by the Trust's Board of Trustees that a sale is not in the best interests of the Fund. To the extent the ratings given by any nationally recognized statistical rating organization may change as a result of changes in the organization or in its rating system, the Fund will attempt to use comparable ratings as standards for investments in accordance with the investment policies contained in the Prospectuses and in this SAI. For additional information on ratings, see Appendix A to this SAI.

PERFORMANCE INFORMATION

Performance information for the Funds (and any class of the Funds) may be included in advertisements, sales literature or reports to shareholders or prospective investors. Performance information in advertisements and sales literature may be expressed as a yield of a class of shares and as a total return of a class of shares.

The Funds may from time to time include in advertisements containing total return the ranking of those performance figures relative to such figures for groups of mutual funds having similar investment objectives as categorized by ranking services such as Lipper Analytical Services, Inc., CDA Investment Technologies, Inc., Weisenberger Financial Services, Inc. and Morningstar, Inc. Additionally, each Fund may compare its performance results to other investment or savings vehicles (such as certificates of deposit) and may refer to results published in various publications such as Changing Times, Forbes, Fortune, Money, Barrons, Business Week and Investor's Daily, Stanger's Mutual Fund Monitor, The Stanger Register, Stanger's Investment Adviser, The Wall Street Journal, The New York Times, Consumer Reports, Registered Representative, Financial Planning, Financial Services Weekly, Financial World, U.S. News and World Report, Standard & Poor's The Outlook and Personal Investor. The Funds may from time to time illustrate the benefits of tax deferral by comparing taxable investments to investments made through tax-deferred retirement plans. The total return may also be used to compare the performance of each Fund against certain widely acknowledged outside standards or indices for stock and bond market performance, such as the Consumer Price Index, Standard & Poor's 500(R) Index (the "S&P 500(R) Index"), Dow Jones Industrial Average, Lehman Brothers Aggregate Bond Index, Russell 2500(TM) Growth Index, S&P California Municipal Bond Index, Lehman Brothers Intermediate Government/Credit Bond Index and the Morgan Stanley Capital International EAFE (Net) Index.

Advertisements, sales literature and other communications may contain information about the Funds and Advisers' current investment strategies and management style. Current strategies and style may change to allow the Funds to respond quickly to changing market and economic conditions. From time to time the Funds may include specific portfolio holdings or industries in such communications. To illustrate components of overall performance, each Fund may separate its cumulative and average annual returns into income and capital gains components.

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Performance information reflects only the performance of a hypothetical investment in each class during the particular time period on which the calculations are based. Performance information should be considered in light of a Fund's investment objectives and policies, characteristics and quality of the portfolio, and the market condition during the given time period, and should not be considered as a representation of what may be achieved in the future.

YIELD

The Trust makes available various yield quotations with respect to shares of each class of shares of the Money Market Funds. These amounts are calculated based on 7-day periods, by calculating the net change in value, exclusive of capital changes, of a hypothetical account having a balance of one share at the beginning of the period, dividing the net change in value by the value of the account at the beginning of the base period to obtain the base period return, and multiplying the base period return by 365/7, with the resulting yield figure carried to the nearest hundredth of one percent. The net change in value of an account consists of the value of additional shares purchased with dividends from the original share plus dividends declared on both the original share and any such additional shares (not including realized gains or losses and unrealized appreciation or depreciation) less applicable expenses. Effective yield quotations for Class I Shares of each of the Money Market Funds and for Exchange Shares of the Phoenix Insight Money Market Fund are also made available. These amounts are calculated in a similar fashion to yield, except that the base period return is compounded by adding 1, raising the sum to a power equal to 365 divided by 7, and subtracting 1 from the result, according to the following formula:

Effective Yield = [(Base Period Return + 1) 365/7] -1

Current yield for all of the Money Market Funds will fluctuate from time to time, unlike bank deposits or other investments that pay a fixed yield for a stated period of time, and does not provide a basis for determining future yields.

From time to time each of the Money Market Funds may advertise its "30-day average yield" and its "monthly average yield." Such yields refer to the average daily income generated by an investment in such Fund over a 30-day period, as appropriate, (which period will be stated in the advertisement).

A standardized "tax-equivalent yield" may be quoted for the Intermediate Tax-Exempt Bond Fund, the Tax-Exempt Bond Fund and the Tax-Exempt Money Market Fund, which is computed by: (a) dividing the portion of the Fund's yield (as calculated above) that is exempt from Federal income tax by one, minus a stated Federal income rate; and (b) adding the figure resulting from (a) above to that portion, if any, of the yield that is not exempt from federal income tax.

The Trust makes available 30-day yield quotations with respect to Class A Shares and Class I Shares of the Non-Money Market Funds. As required by regulations of the Commission, the 30-day yield is computed by dividing a Fund's net investment income per share earned during the period by the net asset value on the last day of the period. The average daily number of shares outstanding during the period that are eligible to receive dividends is used in determining the net investment income per share. Income is computed by totaling the interest earned on all debt obligations during the period and subtracting from that amount the total of all recurring expenses incurred during the period. The 30-day yield is then annualized assuming semiannual reinvestment and compounding of net investment income.

TOTAL RETURN

Standardized quotations of average annual total return for Class A Shares and Class I Shares will be expressed in terms of the average annual compounded rate of return for a hypothetical investment in either Class A Shares and Class I Shares over periods of 1, 5 and 10 years or up to the life of the class of shares, calculated for each class separately pursuant to the following formula:
P((1+T)(n)) = ERV (where P = a hypothetical initial payment of $1,000, T = the average annual total return, n = the number of years, and ERV = the ending redeemable value of a hypothetical $1,000 payment made at the beginning of the period). All total return figures reflect the deduction of a proportional share of each class's expenses (on an annual basis), deduction of the maximum initial sales load in the case of Class A Shares and the maximum contingent deferred sales charge applicable to a complete redemption of the investment in the case of Class C Shares, and assume that all dividends and distributions on Class A Shares, Class C Shares and Class I Shares are reinvested when paid.

For average "after-tax" total return, the SEC rules mandate several assumptions, including that the calculations use the historical highest individual federal marginal income tax rates at the time of reinvestment, and that the calculations do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. These returns, for instance, assume that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the redemption. As a result, returns after taxes on distributions and sale of Fund shares may exceed returns after taxes on distributions (but before sale of Fund shares). These returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements.

The Funds may also compute cumulative total return for specified periods based on a hypothetical account with an assumed initial investment of $10,000. The cumulative total return is determined by dividing the net asset value of this account at the end of the specified period by the value of the initial investment and is expressed as a percentage. Calculation of cumulative total

25

return reflects payment of the Class A Share's maximum sales charge of 5.75% and assumes reinvestment of all income dividends and capital gain distributions during the period.

The Funds also may quote annual, average annual and annualized total return and cumulative total return performance data, for any class of shares of the Funds, both as a percentage and as a dollar amount based on a hypothetical $10,000 investment for various periods other than those noted above. Such data will be computed as described above, except that (1) the rates of return calculated will not be average annual rates, but rather, actual annual, annualized or cumulative rates of return and (2) the maximum applicable sales charge will not be included with respect to annual, annualized or cumulative rates of return calculations.

PORTFOLIO TURNOVER

The Funds pay brokerage commissions for purchases and sales of portfolio securities, generally on equity securities transactions only. A high rate of portfolio turnover generally involves a correspondingly greater amount of brokerage commissions and other costs which must be borne directly by a Fund and thus indirectly by its shareholders. It may also result in the realization of larger amounts of short-term capital gains, which are taxable to shareholders as ordinary income. If such rate of turnover exceeds 100%, the Funds will pay more in brokerage commissions than would be the case if they had lower portfolio turnover rates. Historical turnover rates can be found under the heading "Financial Highlights" located in the Trust's Prospectus.

PORTFOLIO TRANSACTIONS AND BROKERAGE

In effecting fund transactions for the Trust, the adviser adheres to the Trust's policy of seeking best execution and price, determined as described below, except to the extent it is permitted to pay higher brokerage commissions for "brokerage and research services" as defined herein. The determination of what may constitute best execution and price in the execution of a securities transaction by a broker involves a number of considerations including, without limitation, the overall direct net economic result to the Trust (involving both price paid or received and any commissions and other costs paid), the efficiency with which the transaction is effected, the ability to effect the transaction at all where a large block is involved, availability of the broker to stand ready to execute possibly difficult transactions in the future and the financial strength and stability of the broker. Such considerations are judgmental and are weighed by the adviser in determining the overall reasonableness of brokerage commissions paid by the Trust.

A subadviser may cause the Trust to pay a broker an amount of commission for effecting a securities transaction in excess of the amount of commission which another broker or dealer would have charged for effecting that transaction if such subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker. As provided in Section 28(e) of the Securities Exchange Act of 1934, "brokerage and research services" include advising as to the value of securities, the advisability of investing in, purchasing or selling securities, the availability of securities or purchasers or sellers of securities; furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts, and effecting securities transactions and performing functions incidental thereto (such as clearance and settlement). Brokerage and research services provided by brokers to the Trust are considered to be in addition to and not in lieu of services required to be performed by each adviser under its contract with the Trust and may benefit both the Trust and other accounts of such adviser. Conversely, brokerage and research services provided by brokers to other accounts of a subadviser may benefit the Trust.

If the securities in which a particular Fund of the Trust invests are traded primarily in the over-the-counter market, where possible the Fund will deal directly with the dealers who make a market in the securities involved unless better prices and executions are available elsewhere. Such securities may be purchased directly from the issuer. Bonds and money market instruments are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes.

Some fund transactions are, subject to the Conduct Rules of the NASD and subject to obtaining best prices and executions, effected through dealers (excluding PEPCO) who sell shares of the Trust.

The Trust has implemented, and the Board of Trustees has approved, policies and procedures reasonably designed to prevent (i) the adviser's and/or subadvisers' personnel responsible for the selection of broker-dealers to effect fund portfolio securities transactions from taking into account, in making those decisions, broker-dealer's promotion or sales efforts, and (ii) the Trust, its adviser, subadvisers and Distributor from entering into any agreement or other understanding under which the Funds direct brokerage transactions or revenue generated by those transactions to a broker-dealer to pay for distribution of fund shares. These policies and procedures are designed to prevent the Trust from entering into informal arrangements to direct portfolio securities transactions to a particular broker.

The Trust has adopted a policy and procedures governing the execution of aggregated advisory client orders ("bunching procedures") in an attempt to lower commission costs on a per-share and per-dollar basis. According to the bunching procedures, a subadviser shall aggregate transactions unless it believes in its sole discretion that such aggregation is inconsistent

26

with its duty to seek best execution (which shall include the duty to seek best price) for the Trust. No advisory account of the subadviser is to be favored over any other account and each account that participates in an aggregated order is expected to participate at the average share price for all transactions of the subadviser in that security on a given business day, with all transaction costs share pro rata based on the Trust's participation in the transaction. If the aggregated order is filled in its entirety, it shall be allocated among the subadviser's accounts in accordance with the allocation order, and if the order is partially filled, it shall be allocated pro rata based on the allocation order. Notwithstanding the foregoing, the order may be allocated on a basis different from that specified in the allocation order if all accounts of the subadviser whose orders are allocated receive fair and equitable treatment and the reason for such different allocation is explained in writing and is approved in writing by the subadviser's compliance officer as soon as practicable after the opening of the markets on the trading day following the day on which the order is executed. If an aggregated order is partially filled and allocated on a basis different from that specified in the allocation order, no account that is benefited by such different allocation may intentionally and knowingly effect any purchase or sale for a reasonable period following the execution of the aggregated order that would result in it receiving or selling more shares than the amount of shares it would have received or sold had the aggregated order been completely filled. The Trustees will annually review these procedures or as frequently as they deem appropriate.

For the Emerging Markets Fund, Vontobel Asset Management, Inc. currently uses approximately 30 brokerage firms and independent consulting firms in addition to its internal professional staff, including Vontobel's affiliates for brokerage and research services. Vontobel periodically evaluates the execution performance of the broker-dealers it selects for client transactions. Vontobel attempts to maintain a constant awareness of general street practices and policies with regard to commission levels and rates charged by most reputable brokerage firms, which allows the subadviser to take full advantage of the competitive environment and obtain rates that are considered fair and reasonable for its clients.

The following table shows aggregate amount of brokerage commissions paid by each Fund. This information is for the past three fiscal years (or shorter if the Fund has been in operation for a shorter period).

------------------------------------------------------------------------------------------------------------------------
                                                                       AGGREGATE AMOUNT OF BROKERAGE COMMISSIONS ($)
                                                  ----------------------------------------------------------------------
                                                        2004                    2005                    2006
------------------------------------------------------------------------------------------------------------------------
Balanced Fund                                           59,704                  70,404                  83,393
------------------------------------------------------------------------------------------------------------------------
Core Equity Fund                                       264,959                 291,483                 211,346
------------------------------------------------------------------------------------------------------------------------
Emerging Markets Fund                                  881,706                 836,447               1,262,253
------------------------------------------------------------------------------------------------------------------------
Equity Fund                                            458,445                 419,312                 364,412
------------------------------------------------------------------------------------------------------------------------
Index Fund                                              73,249                 113,518                  15,624
------------------------------------------------------------------------------------------------------------------------
Small-Cap Growth Fund                                   22,678                  49,104                  81,405
------------------------------------------------------------------------------------------------------------------------
Small-Cap Opportunity Fund                           1,096,208               1,464,537               1,285,779
------------------------------------------------------------------------------------------------------------------------
Small-Cap Value Fund                                   711,625                 803,046               1,093,309
------------------------------------------------------------------------------------------------------------------------

With respect to transactions directed to brokers because of research services provided, the following table shows total brokerage commissions and the total dollar amount of such transactions on which commissions were paid for the fiscal year ended December 31, 2006.

------------------------------------------------------------------------------------------------------------------------
                                        TOTAL BROKERAGE COMMISSIONS         TOTAL DOLLAR AMOUNT OF TRANSACTIONS ON WHICH
                                          (RESEARCH-RELATED) ($)            COMMISSIONS WERE PAID (RESEARCH-RELATED) ($)
------------------------------------------------------------------------------------------------------------------------
Balanced Fund                                    7,814                                       4,247,377
------------------------------------------------------------------------------------------------------------------------
Core Equity Fund                                37,409                                      28,713,622
------------------------------------------------------------------------------------------------------------------------
Equity Fund                                     30,183                                     148,694,079
------------------------------------------------------------------------------------------------------------------------
Index Fund                                           0                                               0
------------------------------------------------------------------------------------------------------------------------
Small-Cap Growth Fund                            7,113                                       3,121,447
------------------------------------------------------------------------------------------------------------------------
Small-Cap Opportunity Fund                      69,262                                      28,037,318
------------------------------------------------------------------------------------------------------------------------
Small-Cap Value Fund                            57,159                                      30,641,950
------------------------------------------------------------------------------------------------------------------------

Investment decisions for the Trust are made independently from those of the other investment companies or accounts advised by the adviser. It may frequently happen that the same security is held in the portfolio of more than one fund. Simultaneous transactions are inevitable when several funds are managed by the same investment adviser, particularly when the same security is suited for the investment objectives of more than one fund. When two or more funds advised by the adviser are simultaneously engaged in the purchase or sale of the same security, the transactions are allocated among the funds in a manner equitable to each fund. It is recognized that in some cases this system could have a detrimental effect on the price or volume of the security as far as the Trust is concerned. In other cases, however, it is believed that the ability of the Trust to participate in volume transactions will produce better executions for the Trust. It is the opinion of the Board of Trustees of the Trust that the

27

desirability of utilizing each adviser as investment adviser to the Trust outweighs the disadvantages that may be said to exist from simultaneous transactions.

DISCLOSURE OF FUND HOLDINGS

The Trustees of the Trust have adopted policies with respect to the disclosure of the Funds' portfolio holdings by the Funds, Phoenix (generally, the Funds' investment adviser), or their affiliates. These policies provide that the Funds' portfolio holdings information generally may not be disclosed to any party prior to the information becoming public. Certain limited exceptions are described below. Additionally, the Funds' policies prohibit Phoenix and the Funds' other service providers from entering into any agreement to disclose Fund portfolio holdings in exchange for any form of compensation or consideration. These policies apply to disclosures to all categories of persons, including individual investors, institutional investors, intermediaries who sell shares of the Fund, third parties providing services to the Funds (accounting agent, print vendors, etc.), rating and ranking organizations (Lipper, Morningstar, etc.) and affiliated persons of the Funds.

The Board of Trustees has delegated to the Holdings Disclosure Committee (the "HDC") the authority to make decisions regarding requests for information on portfolio holdings prior to public disclosure. The HDC will authorize the disclosure of portfolio holdings only if it determines such disclosure to be in the best interests of Fund shareholders. The HDC is composed of the Funds' Compliance Officer, and officers of the Funds' advisers and principal underwriter representing the areas of portfolio management, fund control, institutional marketing, retail marketing, and distribution.

The Funds' Compliance Officer is responsible for monitoring the use of portfolio holdings information, for the Funds' compliance with these policies and for providing regular reports (at least quarterly) to the Board of Trustees regarding their compliance, including information with respect to any potential conflicts of interest between the interests of Fund shareholders and those of Phoenix and its affiliates identified during the reporting period and how such conflicts were resolved.

PUBLIC DISCLOSURES

In accordance with rules established by the SEC, each Fund sends semiannual and annual reports to shareholders that contain a full listing of portfolio holdings as of the second and fourth fiscal quarters, respectively, within 60 days of quarter end. The Funds also disclose complete portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q, which is filed with the SEC within 60 days of quarter end. The Funds' shareholder reports are available on Phoenix's Web sites at www.PhoenixFunds.com or www.PhoenixInvestments.com. Additionally, each Fund provides its top 10 holdings and summary composition data derived from portfolio holdings information on Phoenix's Web sites. This information is posted to the Web sites at the end of each month with respect to the top 10 holdings, and at the end of each quarter with respect to summary composition information, generally within 10 business days. This information will be available on the Web sites until full portfolio holdings information becomes publicly available as described above. The Funds also provide publicly-available portfolio holdings information directly to ratings agencies, the frequency and timing of which is determined under the terms of the contractual arrangements with such agencies.

OTHER DISCLOSURES

The HDC may authorize the disclosure of non-public portfolio holdings information under certain limited circumstances. The Funds' policies provide that non-public disclosures of a Fund's portfolio holdings may only be made if
(i) the Fund has a legitimate business purpose for making such disclosure and
(ii) the party receiving the non-public information enters into a confidentiality agreement, which includes a duty not to trade on the non-public information. The HDC will consider any actual or potential conflicts of interest between Phoenix and its mutual fund shareholders and will act in the best interest of the Funds' shareholders with respect to any such disclosure of portfolio holdings information. If a potential conflict can be resolved in a manner that does not present detrimental effects to Fund shareholders, the HDC may authorize release of portfolio holdings information. Conversely, if the potential conflict cannot be resolved in a manner that does not present detrimental effects to Fund shareholders, the HDC will not authorize such release.

ONGOING ARRANGEMENTS TO DISCLOSE PORTFOLIO HOLDINGS

As previously authorized by the Funds' Board of Trustees and/or the Fund's executive officers, the Funds periodically disclose non-public portfolio holdings on a confidential basis to various service providers that require such information in order to assist the Funds in their day-to-day operations, as well as public information to certain ratings organizations. In addition to Phoenix and its affiliates, these entities are described in the following table. The table also includes information as to the timing of these entities receiving the portfolio holdings information from the Funds.

NON-PUBLIC PORTFOLIO HOLDINGS INFORMATION

-----------------------------------------------------------------------------------------------------------------------------------
TYPE OF SERVICE PROVIDER         NAME OF SERVICE PROVIDER                    TIMING OF RELEASE OF PORTFOLIO HOLDINGS INFORMATION
-----------------------------------------------------------------------------------------------------------------------------------
Adviser                          Phoenix Investment Counsel, Inc.                                      Daily
-----------------------------------------------------------------------------------------------------------------------------------
Subadviser                       Harris Investment Management, Inc.                                    Daily
-----------------------------------------------------------------------------------------------------------------------------------

28

 -----------------------------------------------------------------------------------------------------------------------------------
 TYPE OF SERVICE PROVIDER         NAME OF SERVICE PROVIDER                    TIMING OF RELEASE OF PORTFOLIO HOLDINGS INFORMATION
 -----------------------------------------------------------------------------------------------------------------------------------
Subadviser                        Vontobel Asset Management, Inc.                                       Daily
 -----------------------------------------------------------------------------------------------------------------------------------

 Subadviser                       SCM Advisors LLC                                                      Daily

 -----------------------------------------------------------------------------------------------------------------------------------
 Distributor                      Phoenix Equity Planning Corporation                                   Daily
 -----------------------------------------------------------------------------------------------------------------------------------
 Custodian                        PFPC Trust Company                                                    Daily
 -----------------------------------------------------------------------------------------------------------------------------------
 Sub-Financial Agent              PFPC Inc.                                                             Daily
 -----------------------------------------------------------------------------------------------------------------------------------
 Independent Registered           PricewaterhouseCoopers, LLP                 Annual Reporting Period: within 15 business days of
 Public Accounting Firm                                                       end of reporting period
                                                                              Semiannual Reporting Period: within 31 business days
                                                                              of end of reporting period
 -----------------------------------------------------------------------------------------------------------------------------------
 Typesetting Firm for             GCom Solutions                              Monthly on first business day following month end
 Financial Reports and
 Forms N-Q
 -----------------------------------------------------------------------------------------------------------------------------------
 Printer for Financial            V.G. Reed & Sons                            Annual and Semiannual Reporting Period: within 45 days
 Reports                                                                      after end of reporting period
 -----------------------------------------------------------------------------------------------------------------------------------
 Proxy Voting Service             Institutional Shareholder Services          Twice weekly on an ongoing basis
 -----------------------------------------------------------------------------------------------------------------------------------
 Intermediary Selling             Merrill Lynch                               Quarterly within 10 days of quarter end
 Shares of the Fund
 -----------------------------------------------------------------------------------------------------------------------------------
 Exchange                         Chicago Mercantile Exchange                                           Monthly
 -----------------------------------------------------------------------------------------------------------------------------------

PUBLIC PORTFOLIO HOLDINGS INFORMATION
 -----------------------------------------------------------------------------------------------------------------------------------
 Portfolio Redistribution Firms   Bloomberg, Standard & Poor's and            Quarterly, 60 days after fiscal quarter end
                                  Thompson Financial Services
 -----------------------------------------------------------------------------------------------------------------------------------
 Rating Agencies                  Lipper Inc. and Morningstar                 Quarterly, 60 days after fiscal quarter end
 -----------------------------------------------------------------------------------------------------------------------------------
 Rating Agencies                  Moody's; Standard and Poor's and Fitch                                Weekly
 -----------------------------------------------------------------------------------------------------------------------------------

These service providers are required to keep all non-public information confidential and are prohibited from trading based on the information or otherwise using the information except as necessary in providing services to the Funds.

There is no guarantee that the Funds' policies on use and dissemination of holdings information will protect the Funds from the potential misuse of holdings by individuals or firms in possession of such information.

SERVICES OF THE ADVISER AND SUBADVISERS

THE ADVISER

The investment adviser to each of the funds is Phoenix Investment Counsel, Inc. ("PIC" or the "Adviser"), which is located at 56 Prospect Street, Hartford, Connecticut 06115-0480. PIC acts as the investment adviser for over 60 mutual funds and as adviser to institutional clients. PIC has acted as an investment adviser for over 70 years. PIC was originally organized in 1932 as John P. Chase, Inc. As of December 31, 2006, PIC had approximately $28.7 billion in assets under management.

All of the outstanding stock of PIC is owned by PEPCO (or "Distributor"), a subsidiary of Phoenix Investment Partners, Ltd. ("PXP"). PXP is the wholly-owned investment management subsidiary of The Phoenix Companies, Inc. ("PNX") of Hartford, Connecticut. PNX is a leading provider of wealth management products and services to individuals and businesses. Its principal offices are located at One American Row, Hartford, Connecticut 06115. PEPCO, a mutual fund distributor, acts as the national distributor of the Funds' shares and as administrator and transfer agent of each Fund. The principal office of PEPCO is located at One American Row, Hartford, Connecticut 06115. Prior to May 18, 2006, Harris Investment Management, Inc. ("HIM") was the investment adviser to the Funds.

PXP has served investors for over 70 years. As of December 31, 2006, PXP had approximately $58.1 billion in assets under management. PXP's money management is provided by affiliated investment advisers, as well as through subadvisory arrangements with outside managers, each specializing in particular investment styles and asset classes.

The investment advisory agreement, approved by the Trustees, provide that the Trust will bear all costs and expenses (other than those specifically referred to as being borne by the Adviser) incurred in the operation of the Trust. Such expenses include,

29

but shall not be limited to, all expenses incurred in the operation of the Trust and any public offering of its shares, including, among others, interest, taxes, brokerage fees and commissions, fees of Trustees who are not employees of PIC or any of its affiliates, expenses of Trustees, and shareholders' meetings, expenses of printing and mailing proxy soliciting material, expenses of the insurance premiums for fidelity and other coverage, expenses of the repurchase and redemption of shares, expenses of the issue and sale of shares (to the extent not borne by PEPCO under its agreement with the Trust), expenses of printing and mailing share certificates representing shares of the Trust, association membership dues, charges of custodians, transfer agents, dividend disbursing agents and financial agents, and bookkeeping, auditing and legal expenses. The Trust will also pay the fees and bear the expense of registering and maintaining the registration of the Trust and its shares with the SEC and registering or qualifying its shares under state or other securities laws and the expense of preparing and mailing prospectuses and reports to shareholders. If authorized by the Trustees, the Trust will also pay for extraordinary expenses and expenses of a non-recurring nature which may include, but shall not be limited to, the reasonable cost of any reorganization or acquisition of assets and the cost of legal proceedings to which the Trust is a party.

Each Fund will pay expenses incurred in its own operation and will also pay a portion of the Trust's general administration expenses allocated on the basis of the asset values of the respective Funds.

For managing, or directing the management of, the investments of each fund, PIC is entitled to a fee, payable monthly, at the following annual rates:

FUND                                          MANAGEMENT FEE
----                                          --------------
Balanced Fund                                      0.50%
Core Equity Fund                                   0.70%
Emerging Markets Fund                              1.00%
Equity Fund                                        0.70%
Index Fund                                         0.20%
Small-Cap Growth Fund                              0.75%
Small-Cap Opportunity Fund                         0.75%
Small-Cap Value Fund                               0.70%
Bond Fund                                          0.50%
High Yield Bond Fund                               0.45%
Intermediate Government Bond Fund                  0.45%
Intermediate Tax-Exempt Bond Fund                  0.45%
Short/Intermediate Bond Fund                       0.55%
Tax-Exempt Bond Fund                               0.45%

The Government Money Market Fund, Money Market Fund and Tax-Exempt Money Market Fund each pay PIC 0.14% of the Fund's first $100 million of net assets, plus 0.10% of the Fund's remaining assets.

PIC may waive any portion of its investment advisory fees or reimburse Fund expenses from time to time. PIC has contractually agreed to limit the annual operating expenses (excluding 12b-1 and/or other shareholder servicing fees, acquired fund fees and expenses, interest, taxes and extraordinary expenses) through December 31, 2007 of the following Funds (expressed as a percentage of daily net assets):

----------------------------------------------------------------------------------------------------------------------
                                                  CLASS I SHARES            CLASS A SHARES           CLASS C SHARES
----------------------------------------------------------------------------------------------------------------------
Small Cap Growth Fund                                 1.20%                     1.40%                    2.15%
----------------------------------------------------------------------------------------------------------------------
Bond Fund                                             0.65%                     0.85%                    1.60%
----------------------------------------------------------------------------------------------------------------------
Intermediate Government Bond Fund                     0.55%                     0.75%                     N/A
----------------------------------------------------------------------------------------------------------------------
Intermediate Tax Exempt Bond Fund                     0.65%                     0.85%                    1.60%
----------------------------------------------------------------------------------------------------------------------
Short/Intermediate Bond Fund                          0.75%                     0.95%                    1.70%
----------------------------------------------------------------------------------------------------------------------
Tax Exempt Bond Fund                                  0.65%                     0.85%                    1.60%
----------------------------------------------------------------------------------------------------------------------

Effective October 1, 2006, PIC voluntarily agreed to limit total operating expenses (excluding 12b-1 fees, acquired fund fees and expenses (if any), interest, taxes and extraordinary expenses), after waiver of the shareholder servicing fee by the fund's distributor, if applicable, for the Class I Shares and Exchange Shares, of the following fund (expressed as a percentage of daily net assets):

----------------------------------------------------------------------------------------------------------------------
                                                  CLASS I SHARES            EXCHANGE SHARES          CLASS A SHARES
----------------------------------------------------------------------------------------------------------------------
Money Market Fund                                     0.18%                      0.18%                   0.53%
----------------------------------------------------------------------------------------------------------------------

30

The Adviser may discontinue this voluntary expense cap at any time. The Adviser will not seek to recapture any expenses reimbursed under these arrangements, unless authorized to do so by the Board of Trustees.

The Adviser also may, at its discretion, from time to time pay for other Fund expenses from its own assets, or reduce the management fee of a Fund in excess of that required. Any fee reimbursed and/or any Fund expense absorbed by the Adviser pursuant to an agreed upon expense cap shall be reimbursed by the Fund to the Adviser, if so requested by the Adviser, provided the aggregate amount of the Fund's current operating expense for such fiscal year does not exceed the applicable limitation on Fund expenses.

PIC began serving as Adviser as of May 18, 2006. The following table shows the dollar amount of fees payable to PIC and Harris Investment Management, Inc. ("Harris"), the investment adviser to the Funds prior to May 18, 2006, for their services with respect to each Fund, the amount of fee that was waived by PIC or Harris, if any, and the actual fee received by PIC and/or Harris. This data is for the past three fiscal years or shorter period if the Fund has been in operation for a shorter period. Pursuant to separate agreements, PIC and Harris paid a portion of the advisory fees it received to affiliates of PIC and/or Harris, such as Harris. These payments were used by Harris, among other things, to reimburse a portion of the fees paid by such affiliates' fiduciary clients who were invested in the Funds.

---------------------------------------------------------------------------------------------------------------------------
                                              GROSS ADVISORY FEE ($)                      ADVISORY FEE WAIVED ($)
                                  -----------------------------------------------------------------------------------------
                                        2004           2005           2006          2004           2005          2006
---------------------------------------------------------------------------------------------------------------------------
Balanced Fund                          312,908        380,817        427,260        16,185             --            --
---------------------------------------------------------------------------------------------------------------------------
Core Equity Fund                       944,647        977,260      1,066,166         9,468             --            --
---------------------------------------------------------------------------------------------------------------------------
Emerging Markets Fund                3,774,494      3,828,565      3,198,679            --        319,051       334,189
---------------------------------------------------------------------------------------------------------------------------
Equity Fund                          1,686,719      1,886,952      2,089,600            --             --            --
---------------------------------------------------------------------------------------------------------------------------
Index Fund                             717,080        497,285        160,981         4,644         75,767        34,444
---------------------------------------------------------------------------------------------------------------------------
Small-Cap Growth Fund                   56,129         74,821        176,747        35,158         45,506        17,591
---------------------------------------------------------------------------------------------------------------------------
Small-Cap
Opportunity Fund                     4,533,237      5,041,559      4,192,604         4,237             --            --
---------------------------------------------------------------------------------------------------------------------------
Small-Cap Value Fund                 2,367,380      3,158,780      3,191,683            --             --            --
---------------------------------------------------------------------------------------------------------------------------
Bond Fund                            1,018,371      1,184,229      1,017,226       481,151        486,924       300,694
---------------------------------------------------------------------------------------------------------------------------
High Yield Bond Fund                   323,089        342,784        332,152        91,365        107,311        38,989
---------------------------------------------------------------------------------------------------------------------------
Intermediate
Government Bond Fund                   352,361        153,700        115,953       237,345        132,094       119,216
---------------------------------------------------------------------------------------------------------------------------
Intermediate Tax-Exempt
Bond Fund                            1,095,881      1,078,309      1,081,603       608,823        599,060       268,213
---------------------------------------------------------------------------------------------------------------------------
Short/Intermediate
Bond Fund                            1,992,625      1,873,405      1,574,359       929,876        826,836       380,032
---------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Bond Fund                   490,685        484,651        529,990       272,603        269,250       177,753
---------------------------------------------------------------------------------------------------------------------------
Government Money                     1,843,072      1,613,540        569,172            --             --            --
Market Fund
---------------------------------------------------------------------------------------------------------------------------
Money Market Fund                    7,375,073      6,520,668      5,000,450            --             --       482,149
---------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Money
Market Fund                          1,348,192      1,378,657      1,334,217            --             --            --
---------------------------------------------------------------------------------------------------------------------------


NET ADVISORY FEE ($)

     2004           2005          2006
------------------------------------------
    296,723        380,817       427,260
------------------------------------------
    935,179        977,260     1,066,166
------------------------------------------
  3,774,494      3,509,514     2,864,490
------------------------------------------
  1,686,719      1,886,952     2,089,600
------------------------------------------
    712,436        421,518       126,537
------------------------------------------
     20,971         29,315       159,156
------------------------------------------

  4,529,000      5,041,559     4,192,604
------------------------------------------
  2,367,380      3,158,780     3,191,683
------------------------------------------
    537,220        697,305       716,532
------------------------------------------
    231,724        235,473       293,163
------------------------------------------

    115,016         21,606       (3,263)
------------------------------------------

    487,058        479,249       813,390
------------------------------------------

  1,062,749      1,046,569     1,194,327
------------------------------------------
    218,082        215,401       352,237
------------------------------------------
     1,843,072      1,613,540       569,172

------------------------------------------
    7,375,073      6,520,668     4,518,301
------------------------------------------

     1,348,192      1,378,657     1,334,217
------------------------------------------

The investment advisory agreement also provides that the Adviser shall not be liable to the Trust or to any shareholder of the Trust for any error of judgment or mistake of law or for any loss suffered by the Trust or by any shareholder of the Trust in connection with the matters to which the agreement relates, except a loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of such adviser in the performance of its duties thereunder.

Provided it has been approved by a vote of the majority of the outstanding shares of a Fund of the Trust which is subject to its terms and conditions, the investment advisory agreement continues from year to year with respect of such Fund so long as (1) such continuance is approved at least annually by the Trustees or by a vote of the majority of the outstanding shares of such Fund and
(2) the terms and any renewal of the agreement with respect to such Fund have been approved by the vote of a majority of the Trustees who are not parties to the agreement or interested persons, as that term is defined in the 1940 Act, of the Trust or the relevant adviser, cast in person at a meeting called for the purpose of voting on such approval. On sixty days' written notice and without penalty the agreement may be terminated as to the Trust or as to a Fund by the Trustees or by the relevant adviser and may be terminated as to a Fund by a vote of the majority of the outstanding shares of such Fund. The Agreement automatically terminates upon its assignment (within the meaning of the 1940 Act). The agreement provides that

31

upon its termination, or at the request of the relevant adviser, the Trust will eliminate all reference to Phoenix from its name, and will not thereafter transact business in a name using the word Phoenix.

THE SUBADVISERS

HARRIS INVESTMENT MANAGEMENT, INC. PIC has entered into a subadvisory agreement with Harris with respect to certain of the Funds. Under the subadvisory agreement, Harris manages the investment of assets of each of the funds except for Phoenix Insight Bond Fund, Phoenix Insight High Yield Bond Fund and Phoenix Insight Emerging Markets Fund. The subadvisory agreement provides that the Adviser will delegate to Harris the performance of certain of its investment management services under the Investment Advisory Agreement. Harris will furnish at its own expense the office facilities and personnel necessary to perform such services. PIC remains responsible for the supervision and oversight of Harris' performance.

Harris, an investment adviser registered under the Investment Advisers Act of 1940, as amended, is located at 190 South LaSalle Street, 4th Floor, P.O. Box 755, Chicago, IL 60603 and is a wholly-owned subsidiary of Harris Bankcorp, Inc., which is a wholly-owned subsidiary of Harris Financial Corp., which is a wholly-owned subsidiary of Bank of Montreal, a publicly-traded Canadian banking institution. As of December 31, 2006 Harris had approximately $16.4 billion in assets under management.

The Subadvisory Agreement between PIC and Harris provides that PIC will delegate to Harris the performance of certain of its investment management services under the Investment Advisory Agreement with the Funds listed below. Harris will furnish at its own expense the office facilities and personnel necessary to perform such services. For its services as Subadviser, PIC will pay the following annual subadvisory fee rate (expressed as a percentage of average daily net assets):

--------------------------------------------------------------------------------------------------------------
                                                                     SUBADVISORY FEE(%)*
                                                                     -------------------
Balanced Fund                                                                0.28
Core Equity Fund                                                             0.38
Equity Fund                                                                  0.38
Index Fund                                                                   0.13
Small-Cap Growth Fund                                                       0.405
Small-Cap Opportunity Fund                                                  0.405
Small-Cap Value Fund                                                         0.38
Intermediate Government Bond Fund                                           0.255
Intermediate Tax-Exempt Bond Fund                                           0.255
Short/Intermediate Bond Fund                                                0.305
Tax-Exempt Bond Fund                                                        0.255
Government Money Market Fund, Money Market             0.07% of each Fund's first $100 million of net assets,
  Fund and Tax-Exempt Money Market Fund                plus 0.05% of the Fund's remaining net assets.
--------------------------------------------------------------------------------------------------------------

* For each Fund, the subadvisory fee paid to Harris will be reduced by 50% of any reimbursements or waivers by PIC.

Harris and PIC have entered into a Transaction Agreement (the "Transaction Agreement") and a Strategic Partnership Agreement (the "Strategic Partnership Agreement"), each dated as of March 28, 2006, pursuant to which, following each of the first four anniversaries of the closing of the Transaction Agreement (the "Closing"), PIC will pay Harris a specified percentage of any net profits earned by PIC with respect to the Government Money Market Fund, Money Market Fund, and Tax-Exempt Money Market Fund for those annual periods. Those payments will not be made from the assets of the Trust or any Money Market Fund and will be payable solely by PIC from its own resources.

Under the terms of the Transaction Agreement, PIC has agreed with Harris not to initiate, or recommend to the Board, the termination of the subadvisory contract between PIC and Harris for the five years following the Closing, other than for "cause" (which is defined to include such things as significant changes in portfolio management personnel, material failures of compliance with applicable laws or regulations, or any other event, circumstance or condition that makes it necessary for PIC to initiate or recommend such a termination in the good faith exercise of PIC's fiduciary duties). In the event that PIC initiates or recommends a termination of Harris' subadvisory contract with respect to a Fund without "cause" during the five years following the Closing, PIC could become subject to a potentially significant monetary penalty (but any such amount would not be payable by the Trust or any of the Funds, and would be borne solely by PIC). In any event, these termination provisions are in no way binding upon the Board of the Trust, and any termination of Harris' subadvisory contract by the Board that is not based on the recommendation of PIC would not result in PIC becoming subject to the potential monetary penalty described above. In the event it became necessary for PIC, in the good faith exercise of its fiduciary duty, to terminate Harris as a Subadviser with respect to a Fund, PIC would not be subject to the monetary penalty.

Pursuant to the Strategic Partnership Agreement, Harris has made certain commitments to PIC to facilitate the provision of its subadvisory services to PIC and has agreed that Harris and its affiliates doing business under the "Harris" name will not engage in certain defined competitive activities for the five years following Closing. In exchange, PIC has agreed to make a

32

payment to Harris five years after Closing in the event that the revenues Harris has received from its overall relationship with PIC, have not reached specified levels. Those revenues would include subadvisory fees earned in respect of the Funds, as well as any subadvisory or advisory, management, administration, or other similar fees, but not 12b-1 fees, that Harris and its affiliates may earn from other funds or investment products sponsored or managed by PIC or its affiliates during such five-year period.

VONTOBEL ASSET MANAGEMENT, INC. PIC has entered into a subadvisory agreement with Vontobel Asset Management, Inc. formerly named Vontobel USA Inc. ("Vontobel"). Under the subadvisory agreement, Vontobel manages the investment of assets of Phoenix Insight Emerging Markets Fund. The subadvisory agreement provides that the Adviser will delegate to Vontobel the performance of certain of its investment management services under the Investment Advisory Agreement. Vontobel will furnish at its own expense the office facilities and personnel necessary to perform such services. PIC remains responsible for the supervision and oversight of Vontobel's performance.

Vontobel is registered as an investment adviser under the Investment Advisers Act of 1940, as amended and is located at 450 Park Avenue, New York, NY 10022. Vontobel is a wholly-owned subsidiary of Vontobel Holding A.G., a Swiss bank holding company which is traded on the Swiss Stock Exchange. As of December 31, 2006, Vontobel had in excess of $7 billion in assets under management.

The Subadvisory Agreement between PIC and Vontobel provides that PIC will delegate to Vontobel the performance of certain of its investment management services under the Investment Advisory Agreement for Emerging Markets Fund. The annual rate of fee payable to Vontobel under the Subadvisory Agreement would be 0.50% of the average daily net assets in the Emerging Markets Fund up to $200 million and 0.45% of the Fund's daily net assets above $200 million.

SCM ADVISORS LLC (FORMERLY SENECA CAPITAL MANAGEMENT LLC). PIC has entered into a subadvisory agreement with SCM Advisors LLC ("SCM Advisors"). Under the subadvisory agreement, SCM Advisors manages the investment of assets of Phoenix Insight Bond Fund and Phoenix Insight High Yield Bond Fund. The subadvisory agreement provides that the Adviser will delegate to SCM Advisors the performance of certain of its investment management services under the Investment Advisory Agreement. SCM Advisors will furnish at its own expense the office facilities and personnel necessary to perform such services. PIC remains responsible for the supervision and oversight of SCM Advisor's performance.

SCM Advisors has been (with its predecessors, Seneca Capital Management LLC and GMG/Seneca Capital Management LP) an investment adviser since 1989 and is located at 909 Montgomery Street, San Francisco, CA 94133. As of December 31, 2006, SCM Advisors had approximately $11.2 billion in assets under management.

The Subadvisory Agreement between PIC and SCM Advisors provides that PIC will delegate to SCM Advisors the performance of certain of its investment management services under the Investment Advisory Agreement for Bond Fund and High Yield Bond Fund. The annual rate of fee payable to Seneca under the Subadvisory Agreement would be 0.25% and 0.225% of the average daily net assets of the Bond Fund and High Yield Bond Fund, respectively.

Total subadvisory fees paid by PIC to each Subadviser for managing their applicable Fund(s) for the for the period May 18, 2006 through December 31, 2006 were as follows:

--------------------------------------------------------------------------------
                 Fund(1)                                          2006
--------------------------------------------------------------------------------
Balanced Fund                                                   $148,603
--------------------------------------------------------------------------------
Core Equity Fund                                                $363,289
--------------------------------------------------------------------------------
Emerging Markets Fund                                           $762,913
--------------------------------------------------------------------------------
Equity Fund                                                     $707,820
--------------------------------------------------------------------------------
Index Fund                                                       $61,040
--------------------------------------------------------------------------------
Small-Cap Growth Fund                                            $60,230
--------------------------------------------------------------------------------
Small-Cap Opportunity Fund                                    $1,331,495
--------------------------------------------------------------------------------
Small-Cap Value Fund                                          $1,018,837
--------------------------------------------------------------------------------
Bond Fund                                                       $281,115
--------------------------------------------------------------------------------
High Yield Bond Fund                                            $101,696
--------------------------------------------------------------------------------
Intermediate Government Bond Fund                                $15,604
--------------------------------------------------------------------------------
Intermediate Tax-Exempt Bond Fund                               $356,538
--------------------------------------------------------------------------------
Short/Intermediate Bond Fund                                    $462,501
--------------------------------------------------------------------------------
Tax-Exempt Bond Fund                                            $156,822
--------------------------------------------------------------------------------
Government Money Market Fund                                    $174,188
--------------------------------------------------------------------------------
Money Market Fund                                               $955,457
--------------------------------------------------------------------------------
Tax-Exempt Money Market Fund                                    $405,990
--------------------------------------------------------------------------------

33

(1) PIC began advising the Funds on May 18, 2006; therefore no subadvisory fees were paid by PIC for fiscal years 2004 and 2005. Prior to May 18, 2006, Harris, the current subadviser to certain of the Funds, served as adviser.

The Trust, its Adviser, Subadvisers and Distributor have each adopted a Code of Ethics pursuant to Rule 17-j1 under the 1940 Act. Personnel subject to the Codes of Ethics may purchase and sell securities for their personal accounts, including securities that may be purchased, sold or held by the Funds, subject to certain restrictions and conditions. Generally, personal securities transactions are subject to preclearance procedures, reporting requirements and holding period rules. The Codes also restrict personal securities transactions in private placements, initial public offerings and securities in which a Fund has a pending order. The Trust has also adopted a Senior Management Code of Ethics as required by Section 406 of the Sarbanes-Oxley Act of 2002.

BOARD OF TRUSTEES' CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

A discussion regarding the basis for the Board of Trustees approving the investment advisory and subadvisory agreements is available in the Funds' semiannual report covering the period January 1, 2006 through June 30, 2006.

DESCRIPTION OF PROXY VOTING POLICY

The Trust has adopted on behalf of the Funds a Statement of Policy with Respect to Proxy Voting (the "Policy") stating the Funds' intention to exercise stock ownership rights with respect to portfolio securities in a manner that is reasonably anticipated to further the best economic interests of shareholders of the Funds. The Funds have committed to analyze and vote all proxies that are likely to have financial implications, and where appropriate, to participate in corporate governance, shareholder proposals, management communications and legal proceedings. The Funds must also identify potential or actual conflicts of interest in voting proxies and must address any such conflict of interest in accordance with the Policy.

The Policy stipulates that the Funds' Adviser will vote proxies, or delegate such responsibility to a Subadviser. The Adviser will vote proxies in accordance with this Policy, or its own policies and procedures, which in no event will conflict with the Trust's Policy. Any Adviser may engage a qualified, independent organization to vote proxies on its behalf (a "delegate"). Matters that may affect substantially the rights and privileges of the holders of securities to be voted will be analyzed and voted on a case-by-case basis taking into consideration such relevant factors as enumerated in the Policy. The views of management of a portfolio company will be considered.

The Policy specifies certain factors that will be considered when analyzing and voting proxies on certain issues, including, but not limited to:

o Corporate Governance Matters--tax and economic benefits of changes in the state of incorporation; dilution or improved accountability associated with anti-takeover provisions such as staggered boards, poison pills and supermajority provisions.

o Changes to Capital Structure--dilution or improved accountability associated with such changes.

o Stock Option and Other Management Compensation Issues--executive pay and spending on perquisites, particularly in conjunction with sub-par performance and employee layoffs.

o Social and Corporate Responsibility Issues--the Adviser will generally vote against shareholder social and environmental issue proposals.

The Funds and their delegates seek to avoid actual or perceived conflicts of interest of Fund shareholders, on the one hand, and those of the Adviser/Subadviser, delegate, principal underwriter, or any affiliated person of the Funds, on the other hand. Depending on the type and materiality, any conflicts of interest will be handled by (i) relying on the recommendations of an established, independent third party proxy voting vendor; (ii) voting pursuant to the recommendation of the delegate; (iii) abstaining; or (iv) where two or more delegates provide conflicting requests, voting shares in proportion to the assets under management of each delegate. The Policy requires each Adviser/Subadviser or delegate to notify the President of the Trust of any actual or potential conflict of interest. No Adviser/Subadviser or delegate may waive any conflict of interest or vote any conflicted proxies without the prior written approval of the Board of Trustees or the President of the Trust.

The Policy further imposes certain record keeping and reporting requirements on each Adviser/Subadviser or delegate. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ending June 30 will be available free of charge by calling, toll-free,
(800) 243-1574, or on the SEC's Web site at http://www.sec.gov.

34

PORTFOLIO MANAGERS

COMPENSATION OF PORTFOLIO MANAGERS

HARRIS. The compensation program for investment professionals of Harris, including the portfolio managers of the Phoenix Insight Funds, is designed to provide a total compensation package that (a) serves to align employees' interests with those of their clients, and (b) helps management to attract and retain high quality investment professionals.

All investment professionals are compensated through a combination of a fixed base salary and bonus. Senior management retains a national compensation consultant to undertake a study, at least annually, to determine appropriate levels of base compensation for the firm's investment professionals. Bonus amounts are determined by many factors including: the pre-tax investment performance of the portfolio manager compared to the performance of benchmarks relevant to their managed investment strategies and performance of a peer group of funds and investment managers over a rolling one- and three-year performance period, each individual's contributions to the success of the firm, and certain other factors at the discretion of senior management. The objective with regard to each component of compensation is to provide competitive compensation to investment professionals.

Harris also has a deferred incentive compensation program (nonqualified plan) which provides that certain key employees (currently, those who have been designated a Partner or Senior Partner of Harris, and including portfolio managers, analysts, and certain non-investment personnel) are granted incentive awards annually and elect to defer receipt of the award and earnings thereon until a future date. The award for each participant, expressed as a percentage of the pre-tax, pre-long-term incentive profits of Harris or an amount otherwise determined by senior management and is communicated to participants early in each award year. The awards vest after a period of three years from the end of the specific year for which the awards are granted, and are payable to participants based on the provisions of the program and the elections of the participants.

VONTOBEL. The respective portfolio managers for the Emerging Markets Fund ("Fund") are compensated by the Funds' Subadviser, Vontobel. The portfolio manager's compensation consists of three components. The first component is base salary, which is fixed. The second component of compensation is a discretionary bonus which is determined by senior management. The third component of compensation is a small percentage of the gross revenues received by Vontobel which are generated by the products that the portfolio manager manages. The portfolio manager does not receive any compensation directly from the Funds or the Adviser.

SCM ADVISORS. SCM Advisors believes that the firm's compensation program is adequate and competitive to attract and retain high-caliber investment professionals. Investment professionals at SCM Advisors receive a competitive base salary, an incentive bonus opportunity and a benefits package.

Base Salary. Each portfolio manager is paid a fixed base salary, which is determined by SCM Advisors and is designed to be competitive in light of the individual's experience and responsibilities.

Incentive Bonus. Bonus payments are based on a number of factors including the profitability of SCM Advisors and the portfolio team member's long-term contributions to the firm. SCM Advisors' principles emphasize teamwork and a focus on client needs, and bonuses are structured to emphasize those principles. All full-time employees of SCM Advisors participate in the annual bonus program. Bonuses are not linked to the volume of assets managed or to measurements of relative or absolute investment returns. Bonus payments are generally determined based on considerations of Seneca's working capital requirements and on estimated tax liabilities.

The Executive Committee and CIO have discretion over the measurement of the components.

Other Benefits. Portfolio managers are also eligible to participate in broad-based plans offered generally to the firm's employees, including 401(k), health and other employee benefit plans.

OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGERS AND POTENTIAL CONFLICTS OF INTEREST

There may be certain inherent conflicts of interest that arise in connection with the portfolio managers' management of each fund's investments and the investments of any other accounts they manage. Such conflicts could arise from the aggregation of orders for all accounts managed by a particular portfolio manager, the allocation of purchases across all such accounts, and any soft dollar arrangements that the adviser may have in place that could benefit the funds or such other accounts. The Board of Trustees has adopted on behalf of the funds policies and procedures designed to address any such conflicts of interest to ensure that all transactions are executed in the best interest of the funds' shareholders. Each subadviser is required to certify its compliance with these procedures to the Board of Trustees on a quarterly basis. There have been no material compliance issues with respect to any of these policies and procedures during the funds' most recent fiscal year. Additionally, there are no material conflicts of interest between the investment strategies of a fund and the investment strategies of other accounts managed by portfolio managers since portfolio managers generally manage funds and other accounts having similar investment strategies.

35

The following table provides information as of December 31, 2006 regarding any other accounts managed by the portfolio managers and portfolio management team members for each of the funds as named in the prospectus. As noted in the table, the portfolio managers managing the funds may also manage or be members of management teams for other mutual funds within the Phoenix Fund complex or other similar accounts.

------------------------------------------------------------------------------------------------------------------------------------
                                                                           REGISTERED           OTHER POOLED
                                                                           INVESTMENT            INVESTMENT
 PORTFOLIO MANAGER (FUND)                                                  COMPANIES              VEHICLES          OTHER ACCOUNTS
------------------------------------------------------------------------------------------------------------------------------------
Al Alaimo (Bond Fund and              Number of Accounts Managed:              5                     1                   186
  High Yield Bond Fund)               Assets in Accounts Managed
                                                       (rounded):        $491 million         $131.6 million        $5,780 million
------------------------------------------------------------------------------------------------------------------------------------
Laura Alter (Intermediate             Number of Accounts Managed:              5                     0                    8
  Government Bond Fund,               Assets in Accounts Managed:       $742.3 million               0              $558.6 million
  Short/Intermediate Bond
  Fund, Balanced Fund,
  Tax-Exempt Bond Fund,
  Intermediate Tax-Exempt
  Bond Fund)
------------------------------------------------------------------------------------------------------------------------------------
Peter J. Arts (Government             Number of Accounts Managed:              3                     1                     40
  Money Market Fund, Money            Assets in Accounts Managed:        $5.61 billion         $33.4 million         $1.01 billion
  Market Fund, Tax-Exempt
  Money Market Fund
------------------------------------------------------------------------------------------------------------------------------------
Robert L. Bishop                      Number of Accounts Managed:              2                     1                    129
  (Bond Fund)                         Assets in Accounts Managed
                                                       (rounded):        $276 million         $131.6 million         $1,530 million
------------------------------------------------------------------------------------------------------------------------------------
Jason Bulinski (Small-Cap             Number of Accounts Managed:              3                     0                     17
  Opportunity Fund, Small-Cap         Assets in Accounts Managed:       $902.3 million               0               $65.5 million
  Value Fund, Small-Cap
  Growth Fund)
------------------------------------------------------------------------------------------------------------------------------------
Boyd R. Eager (Government             Number of Accounts Managed:              3                     1                     40
  Money Market Fund, Money            Assets in Accounts Managed:        $5.61 billion         $33.4 million          $1.01 billion
  Market Fund, Tax-Exempt
  Money Market Fund
------------------------------------------------------------------------------------------------------------------------------------
Andrew S. Chow (Bond Fund)            Number of Accounts Managed:              2                     1                     135
                                      Assets in Accounts Managed
                                                       (rounded):         $276 million         $131.6 million         $4,740 million
------------------------------------------------------------------------------------------------------------------------------------
Albert Gutierrez (Bond Fund           Number of Accounts Managed:              6                     1                     187
  and High Yield Bond Fund)           Assets in Accounts Managed
                                                       (rounded):         $540 million         $131.6 million         $5,790 million
------------------------------------------------------------------------------------------------------------------------------------
Rajiv Jain (Emerging                  Number of Accounts Managed:              4                    15                       4
  Markets Fund)                       Assets in Accounts Managed
                                                       (rounded):         $812,156,640         $3,983,290,520          $851,434,450
------------------------------------------------------------------------------------------------------------------------------------
T. Andrew Janes                       Number of Accounts Managed:              6                     8                      11
  (Core Equity Fund,                  Assets in Accounts Managed:         $1.6 billion          $1.1 billion          $168.2 million
  Equity Fund)
------------------------------------------------------------------------------------------------------------------------------------
C. Thomas Johnson                     Number of Accounts Managed:              1                     0                      31
  (Balanced Fund)                     Assets in Accounts Managed:        $87.7 million               0                 $2.7 billion
------------------------------------------------------------------------------------------------------------------------------------
Kimberly J. Keywell                   Number of Accounts Managed:              5                     0                      0
  (Tax-Exempt Money                   Assets in Accounts Managed:        $5.99 billion               0                      0
  Market Fund, Intermediate
  Tax-Exempt Bond Fund,
  Tax-Exempt Bond Fund,
  Government Money Market
  Fund, Money Market Fund)
------------------------------------------------------------------------------------------------------------------------------------
Thomas P. Lettenberger                Number of Accounts Managed:              3                     0                     157
  (Small-Cap Opportunity Fund,        Assets in Accounts Managed:        902.3 million               0                $142.2 million
  Small-Cap Value Fund,
  Small-Cap Growth Fund)
------------------------------------------------------------------------------------------------------------------------------------
Carol H. Lyons                        Number of Accounts Managed:              2                     0                     15
  (Short/Intermediate Bond            Assets in Accounts Managed:        $276.8 million              0               $230.4 million
  Fund, Intermediate Government
   Bond Fund)
------------------------------------------------------------------------------------------------------------------------------------
Todd Sanders (Small-Cap Growth        Number of Accounts Managed:              3                     1                     92
   Fund, Small-Cap Value Fund,        Assets in Accounts Managed:        $902.3 million        $36.8 million         $344.9 million
   Small-Cap Opportunity Fund)
------------------------------------------------------------------------------------------------------------------------------------
George W. Selby (Intermediate         Number of Accounts Managed:              2                     0                      8
  Tax-Exempt Bond Fund,               Assets in Accounts Managed:        $377.8 million              0               $617.8 million
  Tax-Exempt Bond Fund)
------------------------------------------------------------------------------------------------------------------------------------
Daniel L. Sido (Balanced Fund,        Number of Accounts Managed:              7                     7                     11
  Core Equity Fund, Equity            Assets in Accounts Managed:         $1.7 billion          $1.2 billion         $177.7 million
  Fund, Index Fund,)
------------------------------------------------------------------------------------------------------------------------------------

36

------------------------------------------------------------------------------------------------------------------------------------
                                                                           REGISTERED           OTHER POOLED
                                                                           INVESTMENT            INVESTMENT
 PORTFOLIO MANAGER (FUND)                                                  COMPANIES              VEHICLES          OTHER ACCOUNTS
------------------------------------------------------------------------------------------------------------------------------------
Maureen Svagera (Intermediate         Number of Accounts Managed:              3                     0                     12
  Government Bond Fund,               Assets in Accounts Managed:        $364.5 million              0               $662.0 million
  Short/Intermediate Bond Fund,
  Balanced Fund)
------------------------------------------------------------------------------------------------------------------------------------
Mark Wimer (Core Equity Fund,         Number of Accounts Managed:              6                     3                      5
  Equity Fund, Index Fund)            Assets in Accounts Managed:         $1.6 billion         $194.9 million        $169.8 million
------------------------------------------------------------------------------------------------------------------------------------

As of December 31, 2006, the portfolio managers did not manage any accounts with respect to which the advisory fee is based on the performance of the account, nor do they manage any hedge funds.

Note: Registered Investment Companies include all open and closed-end mutual funds. Pooled Investment Vehicles (PIVs) include, but are not limited to, securities of issuers exempt from registration under Section 3(c) of the Investment Company Act, such as private placements and hedge funds. Other accounts would include, but are not limited to, individual managed accounts, separate accounts, institutional accounts, pension funds, collateralized bond obligations and collateralized debt obligations.

OWNERSHIP OF FUND SECURITIES BY PORTFOLIO MANAGERS

The following chart sets forth the dollar range of equity securities owned by each portfolio manager for the Advisers in each fund described in the funds' prospectus that he/she manages as of the December 31, 2006:

------------------------------------------------------------------------------------------------------------------------------------
         NAME OF                                           EACH FUND                                   DOLLAR RANGE OF
    PORTFOLIO MANAGER                                  BENEFICIALLY OWNED                 SECURITIES IN EACH FUND BENEFICIALLY OWNED
------------------------------------------------------------------------------------------------------------------------------------

Al Alaimo                                       Bond Fund                                                   None
                                                High Yield Bond Fund                                        None
------------------------------------------------------------------------------------------------------------------------------------
Laura Alter                                     Intermediate Government Bond Fund                           None
                                                Short/Intermediate Bond Fund                           $10,001-$50,000
                                                Balanced Fund                                         $100,001-$500,000
                                                Tax-Exempt Bond Fund                                        None
                                                Intermediate Tax-Exempt Bond Fund                           None

------------------------------------------------------------------------------------------------------------------------------------
Peter J. Arts                                   Government Money Market Fund                                None
                                                Money Market Fund                                           None
                                                Tax-Exempt Money Market Fund                                None
------------------------------------------------------------------------------------------------------------------------------------

Robert L. Bishop                                Bond Fund                                                   None
------------------------------------------------------------------------------------------------------------------------------------
Jason Bulinski                                  Small-Cap Opportunity Fund                             $10,001-$50,000
                                                Small-Cap Value Fund                                        None
                                                Small-Cap Growth Fund                                       None
------------------------------------------------------------------------------------------------------------------------------------
Andrew S. Chow                                  Bond Fund                                                   None
------------------------------------------------------------------------------------------------------------------------------------
Boyd R. Eager                                   Government Money Market Fund                                None
                                                Money Market Fund                                           None
                                                Tax-Exempt Money Market Fund                                None
------------------------------------------------------------------------------------------------------------------------------------
Albert Gutierrez                                Bond Fund                                                   None
                                                High Yield Bond Fund                                        None
------------------------------------------------------------------------------------------------------------------------------------
Rajiv Jain                                      Emerging Markets Fund                                       None
------------------------------------------------------------------------------------------------------------------------------------
T. Andrew Janes                                 Core Equity Fund
                                                $100,001-$500,000 Equity Fund                               None
------------------------------------------------------------------------------------------------------------------------------------
C. Thomas Johnson                               Balanced Fund                                               None
------------------------------------------------------------------------------------------------------------------------------------
Kimberly J. Keywell                             Tax-Exempt Money Market Fund                                None
                                                Intermediate Tax-Exempt Bond Fund                           None
                                                Tax-Exempt Bond Fund                                        None
                                                Government Money Market Fund                                None
                                                Money Market Fund                                           None
------------------------------------------------------------------------------------------------------------------------------------
Thomas P. Lettenberger                          Small-Cap Opportunity Fund                              $1 - $10,000
                                                Small-Cap Value Fund                                    $1 - $10,000
                                                Small-Cap Growth Fund                                       None
------------------------------------------------------------------------------------------------------------------------------------
Carol H. Lyons                                  Short/Intermediate Bond Fund                          $50,001-$100,000
                                                Intermediate Government Bond Fund                           None
------------------------------------------------------------------------------------------------------------------------------------

37

------------------------------------------------------------------------------------------------------------------------------------
         NAME OF                                           EACH FUND                                   DOLLAR RANGE OF
    PORTFOLIO MANAGER                                  BENEFICIALLY OWNED                 SECURITIES IN EACH FUND BENEFICIALLY OWNED
------------------------------------------------------------------------------------------------------------------------------------
Todd Sanders                                    Small-Cap Growth Fund                                       None
                                                Small-Cap Value Fund                                        None
                                                Small-Cap Opportunity Fund                                  None

------------------------------------------------------------------------------------------------------------------------------------
George W. Selby                                 Intermediate Tax-Exempt Bond Fund                           None
                                                Tax-Exempt Bond Fund                                        None
------------------------------------------------------------------------------------------------------------------------------------

Daniel L. Sido                                  Core Equity Fund                                      $100,001-$500,000
                                                Equity Fund                                           $100,001-$500,000
                                                Index Fund                                                  None
                                                Balanced Fund                                               None
------------------------------------------------------------------------------------------------------------------------------------
Maureen Svagera                                 Intermediate Government Bond Fund                           None
                                                Short/Intermediate Bond Fund                           $10,001-$50,000
                                                Balanced Fund                                         $50,001-$100,000
------------------------------------------------------------------------------------------------------------------------------------
Mark Wimer                                      Core Equity Fund                                            None
                                                Equity Fund                                                 None
                                                Index Fund                                                  None

------------------------------------------------------------------------------------------------------------------------------------

NET ASSET VALUE

For Non-Money Market Funds, the net asset value per share of each class of each fund is determined as of the close of trading (normally 4:00 PM eastern time) on days when the New York Stock Exchange (the "NYSE") is open for trading. A Non-Money Market Fund will not calculate its net asset value per share class on days when the NYSE is closed for trading. For Money Market Funds, the net asset value of each class of each fund is determined as of the times indicated below on each business day, except on those days the Securities Industry and Financial Markets Association (formerly, the Bond Market Association) ("SIFMA") recommends that the U.S bond market remains closed.

-----------------------------------------------------------------------------
  Government Money Market Fund          4:30 PM eastern time
-----------------------------------------------------------------------------
  Money Market Fund                     12:00 Noon and 4:30 PM eastern time
-----------------------------------------------------------------------------
  Tax-Exempt Money Market Fund          12:00 Noon eastern time
-----------------------------------------------------------------------------

The Money Market Funds may price their shares at an earlier time if an early close is recommended by SIFMA. A Money Market Fund will not calculate its net asset value per share class on days SIFMA has recommended that the U.S. bond market remains closed.

The NYSE will be closed on the following observed national holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Since the Trust does not price securities on weekends or United States national holidays, the net asset value of a Fund's foreign assets may be significantly affected on days when the investor may not be able to purchase or sell shares of the Funds. The net asset value per share of a Fund is determined by adding the values of all securities and other assets of the Fund, subtracting liabilities, and dividing by the total number of outstanding shares of the Fund. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC. The total liability allocated to a class, plus that class's distribution fee and any other expenses allocated solely to that class, are deducted from the proportionate interest of such class in the assets of the Fund, and the resulting amount of each is divided by the number of shares of that class outstanding to produce the net asset value per share.

A security that is listed or traded on more than one exchange is valued at the official closing price on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on various exchanges throughout the world, the calculation of net asset value may not take place for any Fund which invests in foreign securities contemporaneously with the determination of the prices of the majority of the portfolio securities of such Fund. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values at the mean between the bid and ask quotations of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Trustees or their delegates. If at any time a Fund has investments where market quotations are not readily available, such investments are valued at the fair value thereof as determined in good faith by the Trustees although the actual calculations may be made by persons acting according to policies and procedures approved by the Trustees.

Each of the Money Market Funds uses the amortized cost method to determine the value of its portfolio securities pursuant to Rule 2a-7. The amortized cost method involves valuing a security at its cost and amortizing any discount or premium over the

38

period until maturity, regardless of the impact of fluctuating interest rates on the market value of the security. While this method provides certainty in valuation, it may result in periods during which the value, as determined by amortized cost, is higher or lower than the price that a Fund would receive if the security were sold. During these periods the yield to a shareholder may differ somewhat from that which could be obtained from a similar fund that uses a method of valuation based upon market prices. Thus, during periods of declining interest rates, if the use of the amortized cost method resulted in a lower value of a Fund's portfolio on a particular day, a prospective investor in that Fund would be able to obtain a somewhat higher yield than would result from investments in a fund using solely market values, and existing Fund shareholders would receive correspondingly less income. The converse would apply during periods of rising interest rates.

Rule 2a-7 provides that in order to value its portfolio using the amortized cost method, each of the Money Market Funds must maintain a dollar-weighted average portfolio maturity of 90 days or less, purchase securities having remaining maturities (as defined in Rule 2a-7) of 397 days or less and invest only in securities determined by the Trust's Board of Trustees to meet the quality and minimal credit risk requirements of Rule 2a-7. The maturity of an instrument is generally deemed to be the period remaining until the date when the principal amount thereof is due or the date on which the instrument is to be redeemed. Rule 2a-7 provides, however, that the maturity of an instrument may be deemed shorter in the case of certain instruments, including certain variable and floating rate instruments subject to demand features. Pursuant to Rule 2a-7, the Board is required to establish procedures designed to stabilize at $1.00, to the extent reasonably possible, the price per share of each of the Money Market Funds as computed for the purpose of sales and redemptions. Such procedures include review of the portfolio holdings of each of the Money Market Funds by the Board of Trustees, at such intervals as it may deem appropriate, to determine whether a Fund's net asset value calculated by using available market quotations deviates from $1.00 per share based on amortized cost. The extent of any deviation will be examined by the Board of Trustees. If such deviation exceeds 1/2 of 1%, the Board will promptly consider what action, if any, will be initiated. In the event the Board determines that a deviation exists that may result in material dilution or other unfair results to investors or existing shareholders, the Board will take such corrective action as it regards as necessary and appropriate, including the sale of portfolio instruments prior to maturity to realize capital gains or losses or to shorten average portfolio maturity, withholding dividends or establishing a net asset value per share by using available market quotations.

HOW TO BUY SHARES

For Class A Shares and Class C Shares, the minimum initial investment is $500 and the minimum subsequent investment is $25. For Class I Shares, the minimum investment is $100,000 and there is no subsequent minimum investment. There are no minimum investment or subsequent investment requirements for Exchange Shares. However, both the minimum initial and subsequent investment amounts are $25 for investments pursuant to the "Systematic Purchase" plan, a bank draft investing program administered by Distributor, or pursuant to the Systematic Exchange privilege or for an individual retirement account (IRA). In addition, there are no subsequent investment minimum investment amounts in connection with the reinvestment of dividend or capital gain distributions. For purchases of Class I Shares by private clients of the Adviser, Subadvisers and their affiliates, or through certain wrap programs with which the Distributor has an arrangement, the minimum initial investment is waived. Completed applications for the purchase of shares should be mailed to: Phoenix Funds, c/o State Street Bank and Trust Company, P.O. Box 8301, Boston, MA 02266-8301.

The Trust has authorized one or more brokers to accept on its behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Trust's behalf. The Trust will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker's authorized designee, accepts the order. Customer orders will be priced at the Funds' net asset values next computed after they are received by an authorized broker or the broker's authorized designee.

ALTERNATIVE PURCHASE ARRANGEMENTS

Shares may be purchased from investment dealers at a price equal to their net asset value per share, plus a sales charge which, at the election of the purchaser, may be imposed either (i) at the time of the purchase (the "initial sales charge alternative") or (ii) on a contingent deferred basis (the "deferred sales charge alternative"). For Non-Money Market Funds, orders received by dealers prior to the close of trading on the NYSE are confirmed at the offering price effective at that time, provided the order is received by the Authorized Agent prior to its close of business. For Money Market Funds, orders received by dealers are confirmed at the next-determined offering price following receipt by the Authorized Agent, provided the order is received by the Authorized Agent prior to its close of business.

The alternative purchase arrangements permit an investor to choose the method of purchasing shares that is more beneficial given the amount of the purchase, the length of time the investor expects to hold the shares, whether the investor wishes to receive distributions in cash or to reinvest them in additional shares of the Funds, and other circumstances. Investors should consider whether, during the anticipated life of their investment in the Fund, the accumulated continuing distribution and

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services fees and contingent deferred sales charges ("CDSC") on Class C Shares would be less than the initial sales charge and accumulated distribution services fee on Class A Shares purchased at the same time.

Dividends paid by the Fund, if any, with respect to each class of shares will be calculated in the same manner at the same time on the same day, except that fees such as higher distribution and services fees and any incremental transfer agency costs relating to each class of shares will be borne exclusively by that class. (See "Dividends, Distributions and Taxes" in this SAI.)

CLASS A SHARES--NON-MONEY MARKET FUNDS

Class A Shares incur a sales charge when they are purchased and enjoy the benefit of not being subject to any sales charge when they are redeemed, except that a 1% deferred sales charge may apply to shares purchased on which a finder's fee has been paid if redeemed within one year of purchase. The one-year period begins on the last day of the month preceding the month in which the purchase was made. Such deferred sales charge may be waived under certain conditions as determined by the Distributor. Class A Shares are subject to ongoing distribution and services fees at an annual rate of 0.25% of the Fund's aggregate average daily net assets attributable to the Class A Shares. In addition, certain purchases of Class A Shares qualify for reduced initial sales charges.

Class A Shares of the Money Market Funds are purchased without any sales charges. Class A Shares are subject to ongoing shareholder servicing (12b-1) fees at an annual rate of 0.10%. In addition, the Money Market Funds have adopted Shareholder Servicing Plans with an annual fee rate of 0.25%.

CLASS C SHARES--ALL FUNDS EXCEPT THE MONEY MARKET FUNDS, INDEX FUND AND INTERMEDIATE GOVERNMENT BOND FUND

Class C Shares are purchased without an initial sales charge but are subject to a deferred sales charge if redeemed within one year of purchase. The deferred sales charge may be waived in connection with certain qualifying redemptions. Shares issued in conjunction with the automatic reinvestment of income distributions and capital gain distributions are not subject to any sales charges. Class C Shares are subject to ongoing distribution and services fees at an aggregate annual rate of up to 1.00% of the Fund's aggregate average daily net assets attributable to Class C Shares.

CLASS I SHARES--ALL FUNDS

Class I Shares are offered without any sales charges to institutional investors, such as pension and profit sharing plans, other employee benefit trusts, endowments, foundations and corporations who purchase minimum amounts; to private clients of the Adviser, Subadvisers and their affiliates; or through certain wrap programs with which the Distributor has an arrangement.

CLASS A SHARES--REDUCED INITIAL SALES CHARGES

Investors choosing Class A Shares may be entitled to reduced sales charges. The ways in which sales charges may be avoided or reduced are described below. Investors buying Class A Shares on which a finder's fee has been paid may incur a 1% deferred sales charge if they redeem their shares within one year of purchase. The one-year period begins on the last day of the month preceding the month in which the purchase was made. Such deferred sales charge may be waived under certain conditions as determined by the Distributor.

QUALIFIED PURCHASERS. If you fall within any one of the following categories, you will not have to pay a sales charge on your purchase of Class A Shares: (1) trustee, director or officer of the Phoenix Funds, or any other mutual fund advised, subadvised or distributed by the Adviser, Distributor or any of their corporate affiliates; (2) any director or officer, or any full-time employee or sales representative (for at least 90 days), of the Adviser, Subadviser (if any) or Distributor; (3) any private client of the Adviser or Subadviser to any Phoenix Funds; (4) registered representatives and employees of securities dealers with whom the Distributor has sales agreements; (5) any qualified retirement plan exclusively for persons described above; (6) any officer, director or employee of a corporate affiliate of the Adviser, Subadviser or Distributor; (7) any spouse, child, parent, grandparent, brother or sister of any person named in (1), (2), (4) or (6) above; (8) employee benefit plans for employees of the Adviser, Distributor and/or their corporate affiliates; (9) any employee or agent who retires from PNX, the Distributor and/or their corporate affiliates; (10) any account held in the name of a qualified employee benefit plan, endowment fund or foundation if, on the date of the initial investment, the plan, fund or foundation has assets of $10,000,000 or more or at least 100 eligible employees; (11) any person with a direct rollover transfer of shares from an established Phoenix Fund or Phoenix qualified plan; (12) any Phoenix Life Insurance Company (or affiliate) separate account which funds group annuity contracts offered to qualified employee benefit plans; (13) any state, county, city, department, authority or similar agency prohibited by law from paying a sales charge; (14) any unallocated account held by a third party administrator, registered investment adviser, trust company, or bank trust department which exercises discretionary authority and holds the account in a fiduciary, agency, custodial or similar capacity, if in the aggregate of such accounts held by such entity equal or exceed $1,000,000; (15) any deferred compensation plan established for the benefit of any Phoenix Fund or Phoenix trustee or director; provided that sales to persons listed in (1) through (15) above are made upon the written assurance of the purchaser that the purchase is made for investment purposes and that the shares so acquired will not be resold except to the Fund;
(16) former Class N Shareholders who received Class A Shares as a result of the conversion may continue, as long as such shares are held, to purchase Class A Shares with out any sales charge; (17) purchasers of Class A Shares bought through investment advisers and financial planners who charge an

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advisory, consulting or other fee for their services and buy shares for their own accounts or the accounts of their clients; (18) retirement plans and deferred compensation plans and trusts used to fund those plans (including, for example, plans qualified or created under sections 401(a), 403(b) or 457 of the Internal Revenue Code), and "rabbi trusts" that buy shares for their own accounts, in each case if those purchases are made through a broker or agent or other financial intermediary that has made special arrangements with the Distributor for such purchases; (19) 401(k) participants in the Merrill Lynch Daily K Plan (the "Plan") if the Plan has at least $3 million in assets or 500 or more eligible employees; or (20) clients of investment advisors or financial planners who buy shares for their own accounts but only if their accounts are linked to a master account of their investment advisor or financial planner on the books and records of the broker, agent or financial intermediary with which the Distributor has made such special arrangements. Each of the investors described in (17) through (20) may be charged a fee by the broker, agent or financial intermediary for purchasing shares.

COMBINATION PURCHASE PRIVILEGE. Your purchase of any class of shares of these or any other Phoenix Fund (other than any Phoenix money market fund ), if made at the same time by the same "person," will be added together with any existing Phoenix Fund account values, to determine whether the combined sum entitles you to an immediate reduction in sales charges. A "person" is defined in this and the following sections as (a) any individual, their spouse and minor children purchasing shares for his or their own account (including an IRA account) including his or their own trust; (b) a trustee or other fiduciary purchasing for a single trust, estate or single fiduciary account (even though more than one beneficiary may exist); (c) multiple employer trusts or Section 403(b) plans for the same employer; (d) multiple accounts (up to 200) under a qualified employee benefit plan or administered by a third party administrator; or (e) trust companies, bank trust departments, registered investment advisers, and similar entities placing orders or providing administrative services with respect to accounts over which they exercise discretionary investment authority and which are held in a fiduciary, agency, custodial or similar capacity, provided all shares are held of record in the name, or nominee name, of the entity placing the order.

A "Phoenix Fund" means any other mutual fund advised, subadvised or distributed by the Adviser or Distributor or any corporate affiliate of either or both the Adviser and Distributor provided such other mutual fund extends reciprocal privileges to shareholders of the Phoenix Funds.

LETTER OF INTENT. If you sign a Letter of Intent, your purchase of any class of shares of these or any other Phoenix Fund (other than any Phoenix money market fund), if made by the same person within a 13-month period, will be added together to determine whether you are entitled to an immediate reduction in sales charges. Sales charges are reduced based on the overall amount you indicate that you will buy under the Letter of Intent. The Letter of Intent is a mutually non-binding arrangement between you and the Distributor. Since the Distributor doesn't know whether you will ultimately fulfill the Letter of Intent, shares worth 5% of the amount of each purchase will be set aside until you fulfill the Letter of Intent. When you buy enough shares to fulfill the Letter of Intent, these shares will no longer be restricted. If, on the other hand, you do not satisfy the Letter of Intent, or otherwise wish to sell any restricted shares, you will be given the choice of either buying enough shares to fulfill the Letter of Intent or paying the difference between any sales charge you previously paid and the otherwise applicable sales charge based on the intended aggregate purchases described in the Letter of Intent. You will be given 20 days to make this decision. If you do not exercise either election, the Distributor will automatically redeem the number of your restricted shares needed to make up the deficiency in sales charges received. The Distributor will redeem restricted Class A Shares before Class B Shares or Class C Shares, respectively. Oldest shares will be redeemed before selling newer shares. Any remaining shares will then be deposited to your account.

Right of Accumulation. The value of your account(s) in any class of shares of these or any other Phoenix Fund (other than any Phoenix money market fund ), may be added together at the time of each purchase to determine whether the combined sum entitles you to a prospective reduction in sales charges. You must provide certain account information to the Distributor at the time of purchase to exercise this right.

ASSOCIATIONS. Certain groups or associations may be treated as a "person" and qualify for reduced Class A Share sales charges. The group or association must:
(1) have been in existence for at least six months; (2) have a legitimate purpose other than to purchase mutual fund shares at a reduced sales charge; (3) work through an investment dealer; or (4) not be a group whose sole reason for existing is to consist of members who are credit card holders of a particular company, policyholders of an insurance company, customers of a bank or a broker-dealer or clients of an investment adviser.

CLASS C SHARES--WAIVER OF SALES CHARGES

The CDSC is waived on the redemption (sale) of Class C Shares if the redemption is made (a) within one year of death (i) of the sole shareholder on an individual account, (ii) of a joint tenant where the surviving joint tenant is the deceased's spouse, or (iii) of the beneficiary of a Uniform Gifts to Minors Act (UGMA), Uniform Transfers to Minors Act (UTMA) or other custodial account; (b) within one year of disability, as defined in Code Section 72(m)(7);
(c) as a mandatory distribution upon reaching age 70 1/2 under any retirement plan qualified under Code Sections 401, 408 or 403(b) or resulting from the tax-free return of an excess contribution to an IRA; (d) by 401(k) plans using an approved participant tracking system for participant hardships, death, disability or normal retirement, and loans which are subsequently repaid; (e) based on the

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exercise of exchange privileges among Class C Shares of these or any other Phoenix Fund; (f) based on any direct rollover transfer of shares from an established Phoenix Fund qualified plan into a Phoenix Fund IRA by participants terminating from the qualified plan; and (g) based on the systematic withdrawal program. If, as described in condition (a) above, an account is transferred to an account registered in the name of a deceased's estate, the CDSC will be waived on any redemption from the estate account occurring within one year of the death.

INVESTOR ACCOUNT SERVICES

The Funds offer accumulation plans, withdrawal plans and reinvestment and exchange privileges. Certain privileges may not be available in connection with all classes. In most cases, changes to account services may be accomplished over the phone. Inquiries regarding policies and procedures relating to shareholder account services should be directed to Mutual Fund Services at (800) 243-1574. Broker-dealers may impose their own restrictions and limits on accounts held through the broker-dealer. Please consult your broker-dealer for account restriction and limit information. The Funds and the Distributor reserve the right to modify or terminate these services upon reasonable notice.

EXCHANGES

Under certain circumstances, shares of any Phoenix Fund (except any of the Phoenix money market funds) may be exchanged for shares of the same class of another Phoenix Fund on the basis of the relative net asset values per share at the time of the exchange. Class C Shares are also exchangeable for Class T Shares of those Phoenix Funds offering them. Exchanges are subject to the minimum initial investment requirement of the designated Fund, except if made in connection with the Systematic Exchange privilege. Shareholders may exchange shares held in book-entry form for an equivalent number (value) of the same class of shares of any other Phoenix Fund, if currently offered. Exchanges will be based upon each Fund's net asset value per share next computed following receipt of properly executed exchange request without sales charge. On exchanges with share classes that carry a contingent deferred sales charge, the CDSC schedule of the original shares purchased continues to apply. The exchange of shares is treated as a sale and purchase for federal income tax purposes. (See also "Dividends, Distributions and Taxes" section of this SAI). Exchange privileges may not be available for all Phoenix Funds, and may be rejected or suspended.

SYSTEMATIC EXCHANGES. If the conditions above have been met, you or your broker may, by telephone or written notice, elect to have shares exchanged for the same class of shares of another Phoenix Fund automatically on a monthly, quarterly, semiannual or annual basis or may cancel this privilege at any time. If you maintain an account balance of at least $5,000, or $2,000 for tax qualified retirement benefit plans (calculated on the basis of the net asset value of the shares held in a single account), you may direct that shares be automatically exchanged at predetermined intervals for shares of the same class of another Phoenix Fund. This requirement does not apply to Phoenix "Self Security" program participants. Systematic exchanges will be executed upon the close of business on the 10th day of each month or the next succeeding business day. Exchanges will be based upon each Fund's net asset value per share next computed after the close of business on the 10th day of each month (or next succeeding business day), without sales charge. Systematic exchange forms are available from the Distributor.

DIVIDEND REINVESTMENT ACROSS ACCOUNTS

If you maintain an account balance of at least $5,000, or $2,000 for tax qualified retirement benefit plans (calculated on the basis of the net asset value of the shares held in a single account), you may direct that any dividends and distributions paid with respect to shares in that account be automatically reinvested in a single account of one of the other Phoenix Funds or any other Phoenix Fund at net asset value. You should obtain a current prospectus and consider the objectives and policies of each Phoenix Fund carefully before directing dividends and distributions to another Phoenix Fund. Reinvestment election forms and prospectuses are available from PEPCO. Distributions may also be mailed to a second payee and/or address. Requests for directing distributions to an alternate payee must be made in writing with a signature guarantee of the registered owner(s). To be effective with respect to a particular dividend or distribution, notification of the new distribution option must be received by the Transfer Agent at least three days prior to the record date of such dividend or distribution. If all shares in your account are repurchased or redeemed or transferred between the record date and the payment date of a dividend or distribution, you will receive cash for the dividend or distribution regardless of the distribution option selected.

INVEST-BY-PHONE

This expedited investment service allows a shareholder to make an investment in an account by requesting a transfer of funds from the balance of their bank account. Once a request is phoned in, PEPCO will initiate the transaction by wiring a request for monies to the shareholder's commercial bank, savings bank or credit union via Automated Clearing House ("ACH"). The shareholder's bank, which must be an ACH member, will in turn forward the monies to PEPCO for credit to the shareholder's account. ACH is a computer based clearing and settlement operation established for the exchange of electronic transactions among participating depository institutions.

To establish this service, please complete an Invest-by-Phone Application and attach a voided check if applicable. Upon PEPCO's acceptance of the authorization form (usually within two weeks) shareholders may call toll free
(800) 367-5877 prior

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to 3:00 p.m. (New York time) to place their purchase request. Instructions as to the account number and amount to be invested must be communicated to PEPCO. PEPCO will then contact the shareholder's bank via ACH with appropriate instructions. The purchase is normally credited to the shareholder's account the day following receipt of the verbal instructions. The Trust may delay the mailing of a check for redemption proceeds of Trust shares purchased with a check or via Invest-by-Phone service until the Trust has assured itself that good payment has been collected for the purchase of the shares, which may take up to 15 days. The Trust and PEPCO reserve the right to modify or terminate the Invest-by-Phone service for any reason or to institute charges for maintaining an Invest-by-Phone account.

SYSTEMATIC WITHDRAWAL PROGRAM

The Systematic Withdrawal Program (the "Program") allows you to periodically redeem a portion of your account on a predetermined monthly, quarterly, semiannual or annual basis. A sufficient number of full and fractional shares will be redeemed so that the designated payment is made on or about the 20th day of the month. Shares are tendered for redemption by the Transfer Agent, as agent for the shareowner, on or about the 15th of the month at the closing net asset value on the date of redemption. The Program also provides for redemptions with proceeds to be directed through the ACH to your bank account. For ACH payments, you may select the day of the month for the payments to be made; if no date is specified, the payments will occur on the 15th of the month. In addition to the limitations stated below, withdrawals may not be less than $25 and minimum account balance requirements shall continue to apply.

Shareholders participating in the Program must own shares of a Fund worth $5,000 or more, as determined by the then current net asset value per share, and elect to have all dividends reinvested. The purchase of shares while participating in the Program will ordinarily be disadvantageous to the Class A Shares investor since a sales charge will be paid by the investor on the purchase of Class A Shares at the same time as other shares are being redeemed. For this reason, investors in Class A Shares may not participate in an automatic investment program while participating in the Program.

Through the Program, Class C shareholders may withdraw up to 1% of their aggregate net investments (purchases, at initial value, to date net of non-Program redemptions) each month or up to 3% of their aggregate net investments each quarter without incurring otherwise applicable CDSCs. Class C shareholders redeeming more shares than the percentage permitted by the Program will be subject to any applicable CDSC on all shares redeemed. Accordingly, the purchase of Class C Shares will generally not be suitable for an investor who anticipates withdrawing sums in excess of the above limits shortly after purchase.

HOW TO REDEEM SHARES

Under the 1940 Act, payment for shares redeemed must ordinarily be made within seven days after tender. The right to redeem shares may be suspended and payment therefor postponed during periods when the NYSE is closed, other than customary weekend and holiday closings, or if permitted by rules of the SEC, during periods when trading on the SEC is restricted or during any emergency which makes it impracticable for the Trust to dispose of its securities or to determine fairly the value of its net assets or during any other period permitted by order of the SEC for the protection of investors. Furthermore, the Transfer Agent will not mail redemption proceeds until checks received for shares purchased have cleared, which may take up to 15 days or more after receipt of the check. (See the Funds' current Prospectus for more information.)

The Trust has authorized one or more brokers to receive on its behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Trust's behalf. The Trust will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker's authorized designee, accepts the order. Customer orders will be priced at the Funds' net asset values next computed after they are received by an authorized broker or the broker's authorized designee.

Redemptions by Class C shareholders will be subject to the applicable deferred sales charge, if any.

A shareholder should contact his/her broker-dealer if he/she wishes to transfer shares from an existing broker-dealer street name account to a street name account with another broker-dealer. The Funds have no specific procedures governing such account transfers.

REDEMPTION OF SMALL ACCOUNTS

Each shareholder account in the Funds which has been in existence for at least one year and which has a value of less than $200 due to redemption activity may be redeemed upon the giving of not less than 60 days written notice to the shareholder mailed to the address of record. During the 60-day period following such notice, the shareholder has the right to add to the account to bring its value to $200 or more. (See the Funds' current Prospectus for more information.)

REDEMPTIONS BY MAIL

Shareholders may redeem shares by making written request, executed in the full name of the account, directly to Phoenix Funds, c/o State Street Bank and Trust Company, P.O. Box 8301, Boston, MA 02266-8301. However, when certificates for

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shares are in the possession of the shareholder, they must be mailed or presented, duly endorsed in the full name of the account, with a written request to PEPCO that the Trust redeem the shares. (See the Funds' current Prospectus for more information.)

TELEPHONE REDEMPTIONS

Generally, shareholders who do not have certificated shares may redeem by telephone up to $50,000 worth of their shares held in book-entry form. (See the Funds' current prospectus for more information.) Corporations that have completed a Corporate Authorized Trader form may redeem more than $50,000 worth of shares in most instances.

REDEMPTION IN KIND

To the extent consistent with state and federal law, the Funds, except Money Market Funds, may make payment of the redemption price either in cash or in kind. However, the Funds have elected to pay in cash all requests for redemption by any shareholder of record, limited in respect to each shareholder during any 90-day period to the lesser of $250,000 or 1% of the net asset value of the Trust at the beginning of such period. This election has been made pursuant to Rule 18f-1 under the 1940 Act and is irrevocable while the Rule is in effect unless the SEC, by order, permits the withdrawal thereof. In case of a redemption in kind, securities delivered in payment for shares would be readily marketable and valued at the same value assigned to them in computing the net asset value per share of a Fund. A shareholder receiving such securities would incur brokerage costs selling the securities.

ACCOUNT REINSTATEMENT PRIVILEGE

Shareholders who may have overlooked features of their investment at the time they redeemed have a privilege of reinvestment of their investment at net asset value. (See the Funds' current Prospectus for more information.)

DIVIDENDS, DISTRIBUTIONS AND TAXES

QUALIFICATION AS A REGULATED INVESTMENT COMPANY ("RIC")
Each Fund within the Trust is separate for investment and accounting purposes and is treated as a separate entity for federal income tax purposes. Each Fund has elected to qualify and intends to qualify as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). In each taxable year that a Fund qualifies as a RIC, it (but not its shareholders) will be relieved of federal income tax on that portion of its net investment income and net capital gains that are currently distributed (or deemed distributed) to its shareholders. To the extent that a Fund fails to distribute all of its taxable income, it will be subject to corporate income tax (currently 35%) on any retained ordinary investment income or short-term capital gains, and corporate income tax (currently 35%) on any undistributed long-term capital gains.

Each Fund intends to make timely distributions, if necessary, sufficient in amount to avoid the non-deductible 4% excise tax that is imposed on a RIC to the extent that it fails to distribute, with respect to each calendar year, at least 98% of its ordinary income (not including tax-exempt interest) for such calendar year and 98% of its capital gain net income as determined for a one-year period ending on October 31 of such calendar year (or as determined on a fiscal year basis, if the Fund so elects). In addition, an amount equal to any undistributed investment company taxable income or capital gain net income from the previous calendar year must also be distributed to avoid the excise tax. The excise tax is imposed on the amount by which the RIC does not meet the foregoing distribution requirements. If a Fund has taxable income that would be subject to the excise tax, the Fund intends to distribute such income so as to avoid payment of the excise tax. Notwithstanding the foregoing, there may be certain circumstances under which it would be appropriate for a Fund to pay the excise tax.

The Code sets forth numerous requirements that must be satisfied in order for a Fund to qualify as a RIC. If in any taxable year a Fund does not qualify as a RIC, all of its taxable income will be taxed at corporate rates and any capital gain dividend would not retain its character in the hands of the shareholder for tax purposes.

Among the requirements to qualify as a RIC, each Fund must derive in each taxable year at least 90% of its gross income from dividends, interest, gains from the sale or other disposition of securities, and certain other investment income. In addition to meeting the 90% gross income test, each Fund must distribute annually to its shareholders as dividends (not including "capital gains dividends," discussed below) at least 90% of its ordinary investment income and short-term capital gains, with certain modifications. Each Fund intends to make distributions to shareholders that will be sufficient to meet the 90% distribution requirement.

Each Fund must also diversify its holdings so that, at the close of each quarter of its taxable year, (i) at least 50% of the value of its total assets consists of cash, cash items, U.S. Government securities, and other securities limited generally with respect to any one issuer to not more than 5% of the total assets of that Fund and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its assets is invested in the securities of any issuer (other than U.S. Government securities). Each Fund intends to comply with all of the foregoing criteria for qualification as a RIC; however, there can be no assurance that each Fund will so qualify and continue to maintain its status as a RIC.

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TAX-EXEMPT INTEREST

Distribution by a Fund of interest income from tax-exempt bonds will not be taxable to shareholders and will not be included in their respective gross incomes for federal income tax purposes, provided that at least 50% of the value of the total assets of the Fund consist of tax-exempt obligations at the end of each quarter and certain other conditions are met. Interest on certain "qualified" private activity bonds issued after August 7, 1986, although otherwise tax-exempt, is treated as a tax preference item for alternative minimum tax purposes. Under regulations to be promulgated, the Fund's exempt interest dividends will be treated as a tax preference item for purposes of computing the alternative minimum tax liability of shareholders to the extent attributable to interest paid on such private activity bonds.

TAXATION OF DISTRIBUTIONS TO SHAREHOLDERS

Under the Jobs and Growth Tax Reconciliation Act of 2003, certain qualified dividend income ("QDI") and long-term capital gains are taxed at a lower tax rate (generally 15%) for individual shareholders. The reduced rate applies to QDI from domestic corporations and certain qualified foreign corporations subject to various requirements and a minimum holding period by both a Fund and its shareholders. Ordinary distributions made by a Fund to its shareholders are eligible for the reduced rate to the extent the underlying income in the Fund is QDI.

Distributions from ordinary investment income and net short-term capital gains will be taxed to the shareholders of a Fund as ordinary dividend income to the extent of the earnings and profits of the Fund. Ordinary income dividends received by corporate shareholders will qualify for the 70% dividends-received deduction to the extent a Fund designates such amounts as qualifying dividend distributions; however, the portion that may be so designated is subject to certain limitations. Distributions by a Fund that are designated as capital gain dividends by written notice mailed to shareholders within 60 days after the close of the year will be taxed to the shareholders as long-term capital gain and will not be eligible for the corporate dividends-received deduction.

Dividends declared by a Fund to shareholders of record in October, November or December will be taxable to such shareholders in the year that the dividend is declared, even if it is not paid until the following year (so long as it is actually paid by the Fund prior to February 1). Also, shareholders will be taxable on amounts designated by a Fund as capital gain dividends, even if such amounts are not actually distributed to them. Shareholders will be entitled to claim a credit against their own federal income tax liability for taxes paid by a Fund on such undistributed capital gains, if any.

Dividends and capital gain distributions will be taxable to shareholders as described above whether received in cash or in shares under a Fund's distribution reinvestment plan. With respect to distributions received in cash or reinvested in shares purchased on the open market, the amount of the distribution for tax purposes will be the amount of cash distributed or allocated to the shareholder.

Shareholders should be aware that the price of shares of a Fund that are purchased prior to a dividend or distribution by the Fund may reflect the amount of the forthcoming dividend or distribution. Such dividend or distribution, when made, would be taxable to shareholders under the principles discussed above even though the dividend or distribution may reduce the net asset value of shares below a shareholder's cost and thus represent a return of a shareholder's investment in an economic sense.

A high portfolio turnover rate may result in the realization of larger amounts of short-term gains, which are taxable to shareholders as ordinary income.

Each Fund intends to accrue dividend income for federal income tax purposes in accordance with the rules applicable to RICs. In some cases, these rules may have the effect of accelerating (in comparison to other recipients of the dividend) the time at which the dividend is taken into account by the Fund as taxable income.

Shareholders should consult their own tax advisor about their tax situation.

INCOME AND CAPITAL GAIN DISTRIBUTIONS ARE DETERMINED IN ACCORDANCE WITH INCOME TAX REGULATIONS WHICH MAY DIFFER FROM ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES.

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TAXATION OF DEBT SECURITIES

Certain debt securities can be originally issued or acquired at a discount. Special rules apply under the Code to the recognition of income with respect to such debt securities. Under the special rules, a Fund may recognize income for tax purposes without a corresponding current receipt of cash. In addition, gain on a disposition of a debt security subject to the special rules may be treated wholly or partially as ordinary income, not capital gain.

A Fund may invest in certain investments that may cause it to realize income prior to the receipt of cash distributions, including securities bearing original issue discount. The level of such investments is not expected to affect a Fund's ability to distribute adequate income to qualify as a RIC.

TAXATION OF DERIVATIVES AND FOREIGN CURRENCY TRANSACTIONS

Many futures contracts and foreign currency contracts entered into by a Fund and all listed nonequity options written or purchased by a Fund (including options on debt securities, options on futures contracts, options on securities indices and options on broad-based stock indices) are governed by Section 1256 of the Code. Absent a tax election to the contrary, gain or loss attributable to the lapse, exercise or closing out of any such position is treated as 60% long-term and 40% short-term capital gain or loss, and on the last trading day of a Fund's taxable year (and generally on October 31 for purposes of the 4% excise tax), all outstanding Section 1256 positions are marked to market (i.e., treated as if such positions were closed out at their closing price on such day), and any resulting gain or loss is treated as 60% long-term and 40% short-term capital gain or loss. Under certain circumstances, entry into a futures contract to sell a security may constitute a short sale for federal income tax purposes, causing an adjustment in the holding period of the underlying security or a substantially identical security in a Fund's portfolio.

Equity options written by a Fund (covered call options on portfolio stock) will be subject to the provisions under Section 1234 of the Code. If a Fund writes a call option, no gain is recognized upon its receipt of a premium. If the option lapses or is closed out, any gain or loss is treated as a short-term capital gain or loss. If a call option is exercised, any resulting gain or loss is a short-term or long-term capital gain or loss depending on the holding period of the underlying stock.

Positions of a Fund which consist of at least one stock and at least one stock option or other position with respect to a related security which substantially diminishes the Fund's risk of loss with respect to such stock could be treated as a "straddle" that is governed by Section 1092 of the Code, the operation of which may cause deferral of losses, adjustments in the holding periods of stock or securities and conversion of short-term capital losses into long-term capital losses. An exception to these straddle rules exists for any "qualified covered call options" on stock options written by a Fund.

Positions of a Fund which consist of at least one debt security not governed by Section 1256 and at least one futures or currency contract or listed nonequity option governed by Section 1256 that substantially diminishes the Fund's risk of loss with respect to such debt security are treated as a "mixed straddle." Although mixed straddles are subject to the straddle rules of Section 1092 of the Code, certain tax elections exist for them which reduce or eliminate the operation of these rules. Each Fund will monitor these transactions and may make certain tax elections in order to mitigate the operation of these rules and prevent disqualification of the Fund as a RIC for federal income tax purposes.

Under the Code, gains or losses attributable to fluctuations in exchange rates which occur between the time a Fund accrues interest or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time it actually collects such receivables or pays such liabilities generally are treated as ordinary income or loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain futures contracts, forward contracts and options, gains or losses attributable to fluctuations in the value of the foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary income or loss. Generally, these gains and losses, referred to under the Code as section 988 gains or losses, may increase or decrease the amount of each Fund's investment company taxable income to be distributed to its shareholders as ordinary income.

These special tax rules applicable to options, futures and currency transactions could affect the amount, timing and character of a Fund's income or loss and hence of its distributions to shareholders by causing holding period adjustments, converting short-term capital losses into long-term capital losses, and accelerating a Fund's income or deferring its losses.

The tax consequences of certain investments and other activities that the Funds may make or undertake (such as, but not limited to, dollar roll agreements) are not entirely clear. While the Funds will endeavor to treat the tax items arising from these transactions in a manner which it believes to be appropriate, assurance cannot be given that the Internal Revenue Service ("IRS") or a court will agree with the Funds' treatment and that adverse tax consequences will not ensue.

TAXATION OF FOREIGN INVESTMENTS

If a Fund invests in stock of certain passive foreign investment companies, the Fund may be subject to U.S. federal income taxation on a portion of any "excess distribution" with respect to, or gain from the disposition of, such stock. The tax would be determined by allocating such distribution or gain ratably to each day of the Fund's holding period for the stock. The distributions or gain so allocated to any taxable year of the Fund, other than the taxable year of the excess distribution or

46

disposition, would be taxed to the Fund at the highest ordinary income rate in effect for such year, and the tax would be further increased by an interest charge to reflect the value of the tax deferral deemed to have resulted from the ownership of the foreign company's stock. Any amount of distribution or gain allocated to the taxable year of the distribution or disposition would be included in the Fund's investment company taxable income and, accordingly, would not be taxable to the Fund to the extent distributed by the Fund as a dividend to its shareholders. The Fund may elect to mark to market (i.e., treat as if sold at their closing market price on same day), its investments in certain passive foreign investment companies and avoid any tax and or interest charge on excess distributions.

The Funds may be subject to tax on dividend or interest income received from securities of non-U.S. issuers withheld by a foreign country at the source. The United States has entered into tax treaties with many foreign countries which entitle the Funds to a reduced rate of tax or exemption from tax on income. It is impossible to determine the effective rate of foreign tax in advance since the amount of a Fund's assets to be invested within various countries is not known. The Funds intend to operate so as to qualify for treaty tax benefits where applicable. If more than 50% of the value of a Fund's total assets at the close of its taxable year is comprised of stock or securities issued by foreign corporations, the Fund may elect with the IRS to "pass through" to the Fund's shareholders the amount of foreign income taxes paid by the Fund. If the Fund does elect to "pass through", each shareholder will be notified within 60 days after the close of each taxable year of the Fund if the foreign taxes paid by the Fund will "pass through" for that year, and, if so, the amount of each shareholder's pro rata share (by country) or (i) the foreign taxes paid and (ii) the Fund's gross income from foreign sources.

SALE OR EXCHANGE OF FUND SHARES

Gain or loss will be recognized by a shareholder upon the sale of his shares in a Fund or upon an exchange of his shares in a Fund for shares in another Fund. Provided that the shareholder is not a dealer in such shares, such gain or loss will generally be treated as capital gain or loss, measured by the difference between the adjusted basis of the shares and the amount realized therefrom. Under current law, capital gains (whether long-term or short-term) of individuals and corporations are fully includable in taxable income. Capital losses (whether long-term or short-term) may offset capital gains plus (for non-corporate taxpayers only) up to $3,000 per year of ordinary income.

Redemptions, including exchanges, of shares may give rise to recognized gains or losses, except as to those investors subject to tax provisions that do not require them to recognize such gains or losses. All or a portion of a loss realized upon the redemption, including exchanges, of shares may be disallowed under "wash sale" rules to the extent shares are purchased (including shares acquired by means of reinvested dividends) within a 61-day period beginning 30 days before and ending 30 days after such redemption. Any loss realized upon a shareholder's sale, redemption or other disposition of shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any capital gain dividend distributed with respect to such shares and will be disallowed to the extent of any exempt interest dividend distributed with respect to such shares.

Under certain circumstances, the sales charge incurred in acquiring shares of a Fund may not be taken into account in determining the gain or loss on the disposition of those shares. This rule applies where shares of a Fund are disposed of within 90 days after the date on which they were acquired and new shares of a RIC are acquired without a sales charge or at a reduced sales charge. In that case, the gain or loss realized on the disposition will be determined by excluding from the tax basis of the shares disposed of all or a portion of the sales charge incurred in acquiring those shares. This exclusion applies to the extent that the otherwise applicable sales charge with respect to the newly acquired shares is reduced as a result of the shareholder having incurred a sales charge initially. The portion of the sales charge affected by this rule will be treated as a sales charge paid for the new shares.

TAX INFORMATION

Written notices will be sent to shareholders regarding the tax status of all distributions made (or deemed to have been made) during each taxable year, including the amount of QDI for individuals, the amount qualifying for the corporate dividends-received deduction (if applicable) and the amount designated as capital gain dividends, undistributed capital gains (if any), tax credits (if applicable), and cumulative return of capital (if any).

IMPORTANT NOTICE REGARDING TAXPAYER IRS CERTIFICATION

Pursuant to IRS regulations, the Funds may be required to withhold a percentage of all reportable payments, including any taxable dividends, capital gains distributions or share redemption proceeds, at the rate in effect when such payments are made, for an account which does not have a taxpayer identification number or social security number and certain required certifications. The Funds reserve the right to refuse to open an account for any person failing to provide a taxpayer identification number along with the required certifications. The Funds will furnish shareholders, within 31 days after the end of the calendar year, with information which is required by the IRS for preparing income tax returns.

Some shareholders may be subject to withholding of federal income tax on dividends and redemption payments from a Fund ("backup withholding") at the rate in effect when such payments are made. Corporate shareholders and certain other shareholders specified in the Code generally are exempt from such backup withholding. Generally, a shareholder subject to

47

backup withholding will be (i) one for whom a certified taxpayer identification number is not on file with the Fund; (ii) one about whom notification has been received (either by the shareholder or the Fund) from the IRS that the shareholder is subject to backup withholding; or (iii) one who, to the Fund's knowledge, has furnished an incorrect taxpayer identification number. Generally, to avoid backup withholding, an investor must, at the time an account is opened, certify under penalties of perjury that the taxpayer identification number furnished is correct and that he or she is not subject to backup withholding.

FOREIGN SHAREHOLDERS

Dividends paid by a Fund from net investment income and net realized short-term capital gains to a shareholder who is a nonresident alien individual, a foreign trust or estate, a foreign corporation or a foreign partnership (a "foreign shareholder") will be subject to United States withholding tax at a rate of 30% unless a reduced rate of withholding or a withholding exemption is provided under applicable treaty law. Foreign shareholders are urged to consult their own tax advisors concerning the applicability of the United States withholding tax and any foreign taxes.

OTHER TAX CONSEQUENCES

In addition to the federal income tax consequences, described above, applicable to an investment in a Fund, there may be state or local tax considerations and estate tax considerations applicable to the circumstances of a particular investor. The foregoing discussion is based upon the Code, judicial decisions and administrative regulations, rulings and practices, all of which are subject to change and which, if changed, may be applied retroactively to a Fund, its shareholders and/or its assets. No rulings have been sought from the IRS with respect to any of the tax matters discussed above.

The information included in the Prospectus with respect to taxes, in conjunction with the foregoing, is a general and abbreviated summary of applicable provisions of the Code and Treasury regulations now in effect as currently interpreted by the courts and the IRS. The Code and these Regulations, as well as the current interpretations thereof, may be changed at any time by legislative, judicial, or administrative action. Accordingly, prospective purchasers are urged to consult their tax advisors with specific reference to their own tax situation, including the potential application of federal, state, local and foreign taxes.

Except as expressly set forth above, the foregoing discussion of U.S. federal income tax law relates solely to the application of that law to U.S. persons,
i.e., U.S. citizens and residents and U.S. corporations, partnerships, trusts and estates. Each shareholder who is not a U.S. person should consider the U.S. and foreign tax consequences of ownership of shares of a Fund, including the possibility that such a shareholder may be subject to a U.S. withholding tax on amounts constituting ordinary income received by him or her, where such amounts are treated as income from U.S. sources under the Code. It does not address the special tax rules applicable to certain classes of investors, such as insurance companies. Each shareholder who is not a U.S. person should consider the U.S. and foreign tax consequences of ownership of shares of a Fund, including the possibility that such a shareholder may be subject to a U.S. withholding tax at a rate of 30% (or at a lower rate under an applicable income tax treaty) on amounts constituting ordinary income received by him or her, where such amounts are treated as income from U.S. sources under the Code.

TAX SHELTERED RETIREMENT PLANS

Shares of the Funds are offered in connection with the following qualified prototype retirement plans: IRA, Rollover IRA, SEP-IRA, SIMPLE IRA, Roth IRA,
401(k), Profit-Sharing, Money Purchase Pension Plans and 403(b) Retirement Plans. Write or call PEPCO at (800) 243-4361 for further information about the plans.

MERRILL LYNCH DAILY K PLAN

Class A Shares of a Fund are made available to Merrill Lynch Daily K Plan (the "Plan") participants at NAV without an initial sales charge if:

(i) the Plan is recordkept on a daily valuation basis by Merrill Lynch and, on the date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service Agreement, the Plan has $3 million or more in assets invested in broker-dealer funds not advised or managed by Merrill Lynch Asset Management L.P. ("MLAM") that are made available pursuant to a Service Agreement between Merrill Lynch and the fund's principal underwriter or distributor and in funds advised or managed by MLAM (collectively, the "Applicable Investments");

(ii) the Plan is recordkept on a daily valuation basis by an independent recordkeeper whose services are provided through a contract or alliance arrangement with Merrill Lynch, and, on the date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service Agreement, the Plan has $3 million or more in assets, excluding money market funds, invested in Applicable Investments; or

(iii) the Plan has 500 or more eligible employees, as determined by a Merrill Lynch plan conversion manager, on the date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service Agreement.

48

Plans recordkept on a daily basis by Merrill Lynch or an independent recordkeeper under a contract with Merrill Lynch that are currently investing in Class B Shares of a Fund convert to Class A Shares once the Plan has reached $5 million invested in Applicable Investments, or after the normal holding period of seven years from the initial date of purchase.

THE DISTRIBUTOR

PEPCO, a registered broker-dealer which is an indirect wholly-owned subsidiary of PNX, serves as Distributor of the Trust's shares. The principal office of PEPCO is located at One American Row, Hartford, Connecticut 06102-5056.

The Trust and PEPCO have entered into distribution agreements under which PEPCO has agreed to use its best efforts to find purchasers for Trust shares and the Trust has granted to PEPCO the exclusive right to purchase from the Trust and resell, as principal, shares needed to fill unconditional orders for Trust shares. PEPCO may sell Trust shares through its registered representatives or through securities dealers with whom it has sales agreements. PEPCO may also sell Trust shares pursuant to sales agreements entered into with bank-affiliated securities brokers who, acting as agent for their customers, place orders for Trust shares with PEPCO. It is not anticipated that termination of sales agreements with banks and bank affiliated securities brokers would result in a loss to their customers or a change in the net asset value per share of a Fund of the Trust.

For its services under the distribution agreements, PEPCO receives sales charges on transactions in Trust shares and retains such charges less the portion thereof allowed to its registered representatives and to securities dealers and securities brokers with whom it has sales agreements. In addition, PEPCO may receive payments from the Trust pursuant to the Distribution Plans described below.

PEPCO began serving as Distributor as of May 18, 2006. The following table shows the dollar amount of sales charges paid to PEPCO for the period May 18, 2006 through December 31, 2006 and for PFPC Distributors, Inc., the Funds' distributor prior to May 18, 2006, with respect to sales of Class A Shares of each Fund and the amount of sales charges retained by the distributor and not reallowed to other persons. The data is for the past three fiscal years or shorter period if the Fund has been in operation for a shorter period. There were no sales charges paid to the distributor with respect to Class A Shares of the Funds not mentioned below.

--------------------------------------------------------------------------------------------------------------------------------
                                      AGGREGATE UNDERWRITING          AMOUNT RETAINED BY THE
                                         COMMISSIONS ($)                 DISTRIBUTOR ($)                 AMOUNT REALLOWED ($)
                              --------------------------------------------------------------------------------------------------

                                   2004      2005      2006         2004     2005      2006         2004       2005     2006
--------------------------------------------------------------------------------------------------------------------------------
Balanced Fund                     16,396    44,456    16,394        1,489    4,623     1,502       14,907     39,833   14,892
Core Equity Fund                   6,212    12,119     2,704          601    1,149       350        5,611     10,970    2,354
Emerging Markets Fund              2,456    10,833     2,958          218    1,057       474        2,238      9,776    2,484
Equity Fund                        3,855    14,283     2,748          358    1,344       386        3,497     12,939    2,362
Index Fund                             0         0     5,018            0        0       886            0          0    4,132
Small-Cap Growth                       0         0     2,616            0        0       331            0          0    2,285
Small-Cap Opportunity Fund       110,260   104,104    26,364       10,356    9,559     3,241       99,904     94,545   23,123
Small-Cap Value Fund              28,861   141,708     8,190        2,811   13,130     1,000       26,050    128,578    7,190
Bond Fund                            798     1,794        38           42       99         4          756      1,695       34
High Yield Bond Fund                  84    11,708         0            4      836         0           80     10,872        0
Intermediate Government
  Bond Fund                        4,547     2,323        86          390      201        42        4,157      2,122       44
Intermediate Tax-Exempt
  Bond Fund                        4,519       161       192          410       11        20        4,109        150      172
Short/Intermediate
  Bond Fund                        7,656     7,353       149          531      613        20        7,125      6,740      129
Tax-Exempt Bond Fund              17,529    18,298    17,245        1,135    1,048     2,125       16,394     17,250   15,120
--------------------------------------------------------------------------------------------------------------------------------

DEALER CONCESSIONS

Dealers with whom the Distributor has entered into sales agreements receive a discount or commission on purchases of Class A Shares as set forth below.

        AMOUNT OF                   SALES CHARGE AS A          SALES CHARGE AS A          DEALER DISCOUNT
       TRANSACTION                   PERCENTAGE OF              PERCENTAGE OF             PERCENTAGE OF
     AT OFFERING PRICE               OFFERING PRICE             AMOUNT INVESTED            OFFERING PRICE
-------------------------------------------------------------------------------------------------------------
Under $50,000                            5.75%                       6.10%                      5.00%
$50,000 but under $100,000               4.75                        4.99                       4.25
$100,000 but under $250,000              3.75                        3.90                       3.25
$250,000 but under $500,000              2.75                        2.83                       2.25
$500,000 but under $1,000,000            2.00                        2.04                       1.75
$1,000,000 or more                       None                        None                       None

In addition to the dealer discount on purchases of Class A Shares, the Distributor intends to pay investment dealers a sales commission of 1% of the sale price of Class C Shares sold by such dealers. This sales commission will not be paid to dealers for sales of Class C Shares purchased by 401(k) participants of the Merrill Lynch Daily K Plan (the "Plan") due to waiver of the

49

CDSC for these Plan participants' purchases. Your broker, dealer or financial advisor may also charge you additional commissions or fees for their services in selling shares to you provided they notify the Distributor of their intention to do so.

Dealers and other entities who enter into special arrangements with the Distributor may receive compensation for the sale and promotion of shares of the Trust and/or for providing other shareholder services. Such fees are in addition to the sales commissions referenced above and may be based upon the amount of sales of fund shares by a dealer; the provision of assistance in marketing of fund shares; access to sales personnel and information dissemination services; provision of recordkeeping and administrative services to qualified employee benefit plans; and other criteria as established by the Distributor. Depending on the nature of the services, these fees may be paid either from the Trust through distribution fees, service fees or transfer agent fees or in some cases, the Distributor may pay certain fees from its own profits and resources. From its own profits and resources, the Distributor does intend to: (a) from time to time, pay special incentive and retention fees to qualified wholesalers, registered financial institutions and third party marketers; (b) pay broker-dealers an amount equal to 1% of the first $3 million of Class A Share purchases by an account held in the name of a qualified employee benefit plan with at least 100 eligible employees, 0.50% on the next $3 million, plus 0.25% on the amount in excess of $6 million; and (c) excluding purchases as described in (b) above, pay broker-dealers an amount equal to 1.00% of the amount of Class A Shares sold from $1,000,000 to $3,000,000, 0.50% on amounts of $3,000,001 to $10,000,000 and 0.25% on amounts greater than $10,000,000. If part or all of such investment as described in (b) and (c) above, including investments by qualified employee benefit plans, is subsequently redeemed within one year, a 1% CDSC may apply, except for redemptions of shares purchased on which a finder's fee has been paid where such investor's dealer of record, due to the nature of the investor's account, notifies the Distributor prior to the time of the investment that the dealer waives the finder's fee otherwise payable to the dealer, or agrees to receive such finder's fee ratably over a 12-month period. For purposes of determining the applicability of the CDSC, the one-year CDSC period begins on the last day of the month preceding the month in which the purchase was made. In addition, the Distributor may pay the entire applicable sales charge on purchases of Class A Shares to selected dealers and agents. Any dealer who receives more than 90% of a sales charge may be deemed to be an "underwriter" under the 1933 Act. Equity Planning reserves the right to discontinue or alter such fee payment plans at any time.

From its own resources, and subject to the dealers' prior approval, the Distributor may provide additional compensation to registered representatives of dealers in the form of travel expenses, meals, and lodging associated with training and educational meetings sponsored by the Distributor. The Distributor may also provide gifts amounting in value to less than $100, and occasional meals or entertainment, to registered representatives of dealers. Any such travel expenses, meals, lodging, gifts or entertainment paid will not be preconditioned upon the registered representatives' or dealers' achievement of a sales target. The Distributor may, from time to time, reallow the entire portion of the sales charge on Class A Shares which it normally retains to individual selling dealers. However, such additional reallowance generally will be made only when the selling dealer commits to substantial marketing support such as internal wholesaling through dedicated personnel, internal communications and mass mailings.

The Distributor has agreed to pay fees to certain distributors for preferred marketing opportunities. These arrangements may be viewed as creating a conflict of interest between these distributors and investors. Investors should make due inquiry of their selling agents to ensure that they are receiving the requisite point of sale disclosures and suitable recommendations free of any influence by reason of these arrangements.

ADMINISTRATIVE SERVICES

Effective July 1, 2006, PEPCO also acts as administrative agent ("Administrator") of the Trust. For its services as Administrator, PEPCO receives an administration fee based upon the average net assets across all non-money market series of the Phoenix Funds and Phoenix Edge Series Funds at the following incremental annual rates:

First 5 billion                          0.09%
$5 billion to $15 billion                0.08%
Greater than $15 billion                 0.07%

For the money market funds, the fee is 0.035% of the average net assets across all Phoenix money market funds within the Phoenix Funds and Phoenix Edge Series Funds.

Under the prior agreement from May 18, 2006 through June 30, 2006, PEPCO served as the Administrator to the Trust. For its services, PEPCO received an administration fee at an annual rate of 0.09% of the first $5 billion, 0.08% on the next $10 billion, and 0.07% over $15 billion of the average net assets across all non-money market funds in the Phoenix Insight Funds Trust. For the money market funds, the fee was 0.04% of the average net assets.

Prior to May 18, 2006, the Trust had an Administration Agreement with Harris, N.A. Under the prior agreements for Administration and Transfer Agency Services, Harris N.A. was paid a combined fee based on the aggregate average daily net assets of the Trust, payable monthly at an aggregate annual rate of 0.1665% of the first $300 million of average daily net assets; 0.1465% of the next $300 million of average daily net assets; and 0.1265% of average daily net assets in excess of $600 million.

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The following table shows the dollar amount of fees paid to PEPCO for the period of May 18, 2006 through December 31, 2006 and to Harris N.A., the Funds' administrator prior to May 18, 2006, for its administrative services with respect to each Fund, the amount of fee that was waived by Harris N.A., if any, and the actual fee paid to PEPCO and/or Harris N.A. The data is for the past three fiscal years or shorter period if the Fund has been in operation for a shorter period.

-----------------------------------------------------------------------------------------------------------------------------------
                                  ADMINISTRATION FEE ($)          REDUCTION BY ADMINISTRATOR ($)      NET ADMINISTRATION FEE ($)
                           --------------------------------------------------------------------------------------------------------

                               2004       2005        2006         2004        2005      2006         2004        2005       2006
-----------------------------------------------------------------------------------------------------------------------------------
Balanced Fund                134,653     130,778     105,045       26,237     42,822     29,864      108,416      87,956     75,181
Core Equity Fund             244,955     225,138     181,083       18,000     62,478     47,216      226,955     162,660    133,867
Emerging Markets Fund        500,012     476,199     356,856       52,974    136,972    102,350      447,038     339,227    254,506
Equity Fund                  419,919     417,806     349,394       18,000    104,334     86,749      401,919     313,472    262,645
Index Fund                   590,858     375,221     102,351           --     54,364     23,873      590,858     320,857     78,478
Small-Cap Growth Fund         12,030      14,602      25,951          867      4,410      5,871       11,163      10,192     20,080
Small-Cap Opportunity
 Fund                        970,390   1,027,924     672,972       18,000    207,754    170,898      952,390     820,170    502,074
Small-Cap Value Fund         573,963     686,209     546,609       18,000    163,610    140,575      555,963     522,599    406,034
Bond Fund                    285,254     288,764     218,661       36,140     86,848     56,922      249,114     201,916    161,739
High Yield Bond Fund         125,372     131,303      93,160       19,491     46,541     27,299      105,881      84,762     65,861
Intermediate Government
 Bond Fund                   160,604      69,649      36,674       27,075     28,922     13,720      133,529      40,727     22,954
Intermediate Tax Exempt
 Bond Fund                   424,183     374,136     287,017       18,000     92,095     73,067      406,183     282,041    213,950
Short/Intermediate Bond
 Fund                        490,445     415,566     308,811       50,979    119,527     77,383      439,466     296,039    231,428
Tax-Exempt Bond Fund         209,187     177,921     139,121       18,000     51,222     36,097      191,187     126,699    103,024
Government Money Market
 Fund                      2,117,499   1,883,585     325,997      721,229    867,139    151,229    1,396,270   1,016,446    174,768
Money Market Fund          8,622,084   7,728,228   3,448,095    5,266,185  4,815,465  1,597,450    3,355,899   2,912,763  1,850,645
Tax-Exempt Money Market
 Fund                      1,547,426   1,605,459     847,058           --    428,846    358,860    1,547,426   1,176,613    488,198
-----------------------------------------------------------------------------------------------------------------------------------

SERVICE AND DISTRIBUTION PLANS

The Trust has adopted a service and/or a distribution plan for each class of shares, as indicated below. (collectively, the "Plans"), to compensate the Distributor for the services it provides and for the expenses it bears under the Underwriting Agreement. The Service Plans provide for the Funds to pay service fees up to the amounts indicated, but do not authorize payments under the Plan to be made for distribution purposes and have not been adopted under Rule 12b-1 of the 1940 Act. The Distribution Plans provide for the Funds to pay distribution/service fees in the amounts indicated and have been adopted in accordance with Rule 12b-1. Fees are calculated at the indicated annual rate against the average daily net assets of each applicable Fund.

----------------------------------------------------------------------------------------------------------------------
                                                                                                   AMOUNT CURRENTLY
                                                 PLAN APPLICABLE TO       AMOUNT AUTHORIZED          AUTHORIZED BY
                           PLAN NAME               NAMED FUNDS               UNDER PLAN                TRUSTEES
----------------------------------------------- ----------------------- ------------------------ ---------------------
Distribution Plan Pursuant to Rule 12b-1--       All Funds, except
Class A Shares                                   Money Market Funds            0.25%                    0.25%

----------------------------------------------- ----------------------- ------------------------ ---------------------

Distribution Plan Pursuant to Rule 12b-1--
Class A Shares                                   Money Market Funds            0.10%                    0.10%

----------------------------------------------- ----------------------- ------------------------ ---------------------
Distribution Plan Pursuant to Rule 12b-1--
Class C Shares                                   All Funds                     1.00%                    1.00%
----------------------------------------------- ----------------------- ------------------------ ---------------------

Service Plan--Class A Shares                     Money Market Funds            0.25%                    0.25%
----------------------------------------------- ----------------------- ------------------------ ---------------------
Service Plan--Class I Shares                     All Funds                     0.25%                    0.05%

----------------------------------------------- ----------------------- ------------------------ ---------------------
Service Plan--Exchange Shares                    Money Market Fund             0.10%                    0.05%
                                                 only
----------------------------------------------------------------------------------------------------------------------

Under each Plan, the Distributor will pay a quarterly fee to qualifying broker-dealer firms, as compensation for providing personal services and/or the maintenance of shareholder accounts, with respect to shares sold by such firms ("service fee"). Under the Distribution Plans, the amounts paid may be used for distribution related activities. In the case of shares of the Funds being sold to an affiliated fund of funds, fees payable under the Plans shall be paid to the distributor of the fund of funds. This fee will not exceed on an annual basis 0.25% of the average annual net asset value of such shares, and will be in addition to sales charges

51

on Trust shares which are reallowed to such firms. To the extent that the entire amount of the service fee is not paid to such firms, the balance will serve as compensation for personal and account maintenance services furnished by the Distributor.

Each Plan requires that at least quarterly the Trustees of the Trust review a written report with respect to the amounts expended under the Plans and the purposes for which such expenditures were made. While the Plans are in effect, the Trust will be required to commit the selection and nomination of candidates for Trustees who are not interested persons of the Trust to the discretion of other Trustees who are not interested persons (the "Rule 12b-1 Trustees"). Each Plan continues in effect from year to year provided such continuance is approved annually in advance by votes of the majority of both (a) the Board of Trustees of the Trust and (b) the Rule 12b-1 Trustees, cast in person at a meeting called for the purpose of voting on the Plan and any agreements related to the Plan.

In order to receive payments under the Plans, participants ("Service Organization") must meet such qualifications to be established in the sole discretion of the Distributor, such as services to the Fund's shareholders; or services providing the Fund with more efficient methods of offering shares to coherent groups of clients, members or prospects of a participant; or services permitting bulking of purchases or sales, or transmission of such purchases or sales by computerized tape or other electronic equipment; or other processing.

The following table shows Service Organization fees paid by the Funds to PEPCO for the period May 18, 2006 and after (June 26, 2006 for Class C Shares) and to Harris N.A., the Funds' Administrator prior to May 18, 2006, with respect to Class A Shares, N Shares, Class C Shares, Service Shares and Exchange Shares (Money Market Fund only) of each Fund for which such fees were paid for the period ended December 31, 2006. Service Shares were converted to N Shares prior to May 18, 2006. N Shares were converted to Class A Shares on June 26, 2006. The Rule 12b-1 Fees were primarily used to compensate broker dealers and financial institutions for services that they provided.

-------------------------------------------------------------------------------------------------------------------------------
                                       SHAREHOLDER SERVICING    SHAREHOLDER SERVICING    RULE 12B-1 FEES    RULE 12B-1 FEES
                                        PLAN FEES PAID ($)      PLAN FEES WAIVED ($)         PAID ($)         WAIVED ($)
-------------------------------------------------------------------------------------------------------------------------------

Balanced Fund                                  22,485                   22,485                 22,243              0
Core Equity Fund                               40,198                   40,198                 17,300              0
Emerging Markets Fund                          74,297                   74,297                 10,964              0
Equity Fund                                    85,030                   85,030                 38,956              0
Index Fund                                     19,172                   19,172                 18,576              0
Small-Cap Growth                                7,611                    7,611                    798              0
Small-Cap Opportunity Fund                    133,580                  133,580                143,598              0
Small-Cap Value Fund                           99,739                   99,739                150,978              0
Bond Fund                                      55,489                   55,489                  4,088              0
High Yield Bond Fund                           22,277                   22,277                  2,418              0
Intermediate Government Bond Fund               6,115                    6,115                 10,888              0
Intermediate Tax-Exempt Bond Fund              68,246                   68,246                 27,311              0
Short/Intermediate Bond Fund                   78,227                   78,227                 13,324              0
Tax-Exempt Bond Fund                           24,459                   24,459                 67,180              0
Government Money Market Fund                  482,022                   98,448                356,234              0
Money Market Fund                           2,610,749                1,123,260              1,353,746              0
Tax-Exempt Money Market Fund                  754,038                  325,336                372,933              0
-------------------------------------------------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2006, the Funds paid Rule 12b-1 distribution fees in the amount of $2,611,535 of which the principal underwriter received $1,655,348 and unaffiliated broker-dealers received $956,187. Distributor expenses under the 12b-1 Plans consisted of: (1) compensation to dealers, $1,990,724; (2) compensation to sales personnel, $647,942; (3) advertising, $162,976; (4) service costs, $23,811; (5) printing and mailing of prospectuses to other than current shareholders, $8,620; and (6) other, $89,535.

For the fiscal year ended December 31, 2006, the Funds paid service fees in the amount of $4,583,734, of which the principal underwriter received $691,426 and unaffiliated broker-dealers received $1,608,339. Distributor expenses under the Services Agreement consisted of: (1) compensation to dealers, $3,863,506; and (2) service costs, $37,244.

No interested person of the Trust and no Trustee who is not an interested person of the Trust, as that term is defined in the 1940 Act, had any direct or indirect financial interest in the operation of the Plans.

The NASD regards certain distribution fees as asset-based sales charges subject to NASD sales load limits. The NASD's maximum sales charge rule may require the Trustees to suspend distribution fees or amend the Plans.

The Board of Trustees has also adopted a Plan Pursuant to Rule 18f-3 under 1940 Act permitting the issuance of shares in multiple classes.

52

MANAGEMENT OF THE TRUST

The Trust is an open-end management investment company known as a mutual fund. The Trustees of the Trust ("Trustees") are responsible for the overall supervision of the Trust and perform the various duties imposed on Trustees by the 1940 Act and Massachusetts business trust law.

TRUSTEES AND OFFICERS

The Trustees are responsible for the overall supervision of the Funds, including establishing the Funds' policies, general supervision and review of their investment activities. The officers who administer the Funds' daily operations, are appointed by the Board of Trustees. The current Trustees and officers of the Trust performing a policy-making function and their affiliations and principal occupations for the past five years are set forth below. Unless otherwise noted, the address of each individual is 56 Prospect Street, Hartford, Connecticut 06115-0480. There is no stated term of office for Trustees of the Trust.

                                              NUMBER OF PORTFOLIOS
      NAME, ADDRESS AND      LENGTH OF TIME     IN FUND COMPLEX                       PRINCIPAL OCCUPATION(S) DURING
        DATE OF BIRTH           SERVED        OVERSEEN BY TRUSTEE         PAST FIVE YEARS AND OTHER DIRECTORSHIPS HELD BY TRUSTEE
        -------------           ------        -------------------         -------------------------------------------------------


TRUSTEES OF THE TRUST WHO ARE NOT INTERESTED PERSONS OF THE TRUST:


E. Virgil Conway             Served since              57              Chairman, Rittenhouse Advisors, LLC (consulting firm)
Rittenhouse Advisors, LLC    May 2006                                  (2001-present). Trustee/Director, Phoenix Funds Complex
101 Park Avenue                                                        (1983-present). Trustee/Director, Realty Foundation of New
New York, NY 10178                                                     York (1972-present), Josiah Macy, Jr. Foundation (Honorary)
DOB: 8/2/29                                                            (2004-present), Pace University (Director/Trustee Emeritus)
                                                                       (2003-present), Greater New York Councils, Boy Scouts of
                                                                       America (1985-present), The Academy of Political Science
                                                                       (Vice Chairman) (1985-present), Urstadt Biddle Property Corp.
                                                                       (1989-present), Colgate University (Trustee Emeritus)
                                                                       (2004-present). Director/Trustee, The Harlem Youth
                                                                       Development Foundation, (Chairman) (1998-2002), Metropolitan
                                                                       Transportation Authority (Chairman) (1992-2001), Trism, Inc.
                                                                       (1994-2001), Consolidated Edison Company of New York, Inc.
                                                                       (1970-2002), Atlantic Mutual Insurance Company (1974-2002),
                                                                       Centennial Insurance Company (1974-2002), Union Pacific Corp.
                                                                       (1978-2002), BlackRock Freddie Mac Mortgage Securities Fund
                                                                       (Advisory Director) (1990-2000), Accuhealth (1994-2002), Pace
                                                                       University (1978-2003), New York Housing Partnership
                                                                       Development Corp. (Chairman) (1981-2003), Josiah Macy, Jr.
                                                                       Foundation (1975-2004).

Harry Dalzell-Payne          Served since              57              Retired. Trustee, Phoenix Funds Complex (1983-present).
The Flat, Elmore Court       May 2006
Elmore, GL0S, GL2 3NT
U.K.
DOB: 8/9/29

Francis E. Jeffries,         Served since              58              Director, The Empire District Electric Company (1984-2004).
8477 Bay Colony Dr. #902     May 2006                                  Trustee/Director, Phoenix Funds Complex (1987-present).
Naples, FL  34108
DOB: 9/23/30

Leroy Keith, Jr              Served since              55              Partner, Stonington Partners, Inc. (private equity fund)
Stonington Partners, Inc.    May 2006                                  (2001-present). Director/Trustee, Evergreen Funds (88
736 Market Street,                                                     portfolios) (1989-present). Trustee, Phoenix Funds Family
Suite 1430                                                             (1980-present). Director, Diversapak (2002-present). Obaji
Chattanooga, TN  37402                                                 Medical Products Company (2002-present). Director, Lincoln
DOB: 2/14/39                                                           Educational Services (2002-2004). Chairman, Carson Products
                                                                       Company (cosmetics) (1998-2000).

53

                                              NUMBER OF PORTFOLIOS
      NAME, ADDRESS AND      LENGTH OF TIME     IN FUND COMPLEX                       PRINCIPAL OCCUPATION(S) DURING
        DATE OF BIRTH           SERVED        OVERSEEN BY TRUSTEE         PAST FIVE YEARS AND OTHER DIRECTORSHIPS HELD BY TRUSTEE
        -------------           ------        -------------------         -------------------------------------------------------

Geraldine M. McNamara        Served since              57              Retired. Trustee/Director, Phoenix Funds Complex (2001-
40 East 88th Street          May 2006                                  present). Managing Director, U.S. Trust Company of New York
New York, NY 10128                                                     (1982-2006).
DOB: 4/17/51

James M. Oates               Served since              55              Trustee/Director Phoenix Funds Family (1987-present).
c/o Northeast Partners       May 2006                                  Managing Director, Wydown Group (consulting firm)
150 Federal Street,                                                    (1994-present). Director, Investors Financial Service
Ste. 1000                                                              Corporation (1995-present), Investors Bank & Trust
Boston, MA 02109                                                       Corporation (1995-present), Stifel Financial (1996-present),
DOB: 5/31/46                                                           Connecticut River Bancorp (1998-present), Connecticut River
                                                                       Bank (1999-present), Trust Company of New Hampshire
                                                                       (2002-present). Chairman, Emerson Investment Management, Inc.
                                                                       (2000-present). Independent Chairman, John Hancock Trust
                                                                       (since 2005), Trustee, John Hancock Funds II and John Hancock
                                                                       Funds III (since 2005). Chairman, Hudson Castle Group, Inc.
                                                                       (Formerly IBEX Capital Markets, Inc.) (financial services)
                                                                       (1997-2006). Trustee, John Hancock Trust (2004-2005).
                                                                       Director/Trustee, AIB Govett Funds (six portfolios)
                                                                       (1991-2000), Command Systems, Inc. (1998-2000), Phoenix
                                                                       Investment Partners, Ltd. (1995-2001), 1Mind, Inc. (formerly
                                                                       1Mind.com), (2000-2002), Plymouth Rubber Co. (1995-2003).
                                                                       Director and Treasurer, Endowment for Health, Inc.
                                                                       (2000-2004).

Richard E. Segerson          Served since              55              Managing Director, Northway Management Company
73 Briggs Way                May 2006                                  (1998-present). Trustee/Director, Phoenix Funds Family
Chatham, MA 02633                                                      (1983-present).
DOB: 2/16/46

Ferdinand L.J. Verdonck      Served since              55              Director, Banco Urquijo (Chairman) (1998-present). Trustee,
Nederpolder, 7               May 2006                                  Phoenix Funds Family (2002-present). Director EASDAQ
B-9000 Gent, Belgium                                                   (Chairman) (2001-present), The JP Morgan Fleming Continental
DOB: 7/30/42                                                           European Investment Trust (1998-present), Groupe SNEF
                                                                       (1998-present), Santens N.V. (1999-present). Managing
                                                                       Director, Almanij N.V. (1992-2003). Director, KBC Bank and
                                                                       Insurance Holding Company (Euronext) (1992-2003), KBC Bank
                                                                       (1992-2003), KBC Insurance (1992-2003), Kredietbank, S.A.
                                                                       Luxembourgeoise (1992-2003), Investco N.V. (1992-2003),
                                                                       Gevaert N.V. (1992-2003), Fidea N.V. (1992-2003), Almafin
                                                                       N.V. (1992-2003), Centea N.V. (1992-2003), Dutch Chamber of
                                                                       Commerce for Belgium and Luxemburg (1995-2001). Phoenix
                                                                       Investment Partners, Ltd. (1995-2001). Degussa Antwerpen
                                                                       N.V.(1998-present).

54

INTERESTED TRUSTEES

Each of the individuals listed below is an "interested person" of the Trust, as defined in Section 2(a)(19) of the 1940 Act, as amended, and the rules and regulations thereunder.

                                              NUMBER OF PORTFOLIOS
NAME, ADDRESS, POSITIONS     LENGTH OF TIME     IN FUND COMPLEX
WITH TRUST DATE OF BIRTH         SERVED        OVERSEEN BY TRUSTEE             PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
------------------------         ------        -------------------         -------------------------------------------------------
George R. Aylward*           Served since              57              Senior Executive Vice President and President, Asset
DOB: 8/17/64                 November 2006.                            Management, The Phoenix Companies, Inc. (since 2007).
                                                                       Director (2006-present), President (2006-present) and Chief
                                                                       Operating Officer (2004-present), Phoenix Investment
                                                                       Partners, Ltd. Director (2006-present) and President (since
                                                                       2007), DPCM Holding, Inc. Director and Executive Vice
                                                                       President, Duff & Phelps Investment Management Co.
                                                                       (2006-present). Director (2006-present) and Executive Vice
                                                                       President (2005-present), Engemann Asset Management.
                                                                       President, Euclid Advisers, LLC (2006-present). Director
                                                                       (2006-present) and Executive Vice President (2005-present),
                                                                       Goodwin Capital Advisers, Inc. Executive Vice President,
                                                                       Kayne Anderson Rudnick Investment Management, LLC (since
                                                                       2007). Director and President, Pasadena Capital Corporation
                                                                       (2006-present). Director and Executive Vice President,
                                                                       Phoenix Equity Planning Corporation (2005-present). Director
                                                                       and President, Phoenix Investment Counsel, Inc.
                                                                       (2006-present). President, Phoenix/Zweig Advisers, LLC
                                                                       (2006-present). Executive Vice President, PXP Securities
                                                                       Corp. (2005-present). Director and President, Rutherford
                                                                       Financial Corporation (2006-present). Executive Vice
                                                                       President, Rutherford, Brown & Catherwood, LLC
                                                                       (2006-present). Executive Vice President, SCM Advisers LLC
                                                                       (2006-present). President, the Phoenix Funds Family
                                                                       (2006-present). Previously, Vice President, Phoenix Life
                                                                       Insurance Company (2002-2004). Vice President, The Phoenix
                                                                       Companies, Inc. (2003-2004). Vice President, Finance,
                                                                       Phoenix Investment Partners, Ltd. (2001-2002). Executive
                                                                       Vice President, the Phoenix Funds Family (2004-2006).
                                                                       Executive Vice President, Phoenix Investment Partners, Ltd.
                                                                       (2004-2006), Phoenix Investment Counsel, Inc. (2005-2006),
                                                                       Euclid Advisers, LLC (2005-2006), Rutherford Financial
                                                                       Corporation (2005-2006), Phoenix/Zweig Advisers, LLC
                                                                       (2005-2006) and DPCM Holding, Inc. (2005-2007). Senior Vice
                                                                       President and Chief Operating Officer, Asset Management, The
                                                                       Phoenix Companies, Inc. (2004-2007).

Marilyn E. LaMarche**        Served since              55              Limited Managing Director, Lazard Freres & Co. LLC
Lazard Freres & Co. LLC      May 2006                                  (1983-present). Trustee, Phoenix Funds Family (2002-present).
30 Rockefeller Plaza, 59th                                             Director, The Phoenix Companies, Inc. (2001-2005) and
Flr New York, NY 10020                                                 Phoenix Life Insurance Company (1989-2005).
DOB: 5/11/34

55

                                              NUMBER OF PORTFOLIOS
NAME, ADDRESS, POSITIONS     LENGTH OF TIME     IN FUND COMPLEX
WITH TRUST DATE OF BIRTH         SERVED        OVERSEEN BY TRUSTEE             PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
------------------------         ------        -------------------         -------------------------------------------------------

Philip McLoughlin***         Served since              75              Director, PXRE Corporation (Reinsurance) (1985-present),
Chairman                     May 2006                                  World Trust Fund (1991-present). Trustee/Director, Phoenix
DOB: 10/23/46                                                          Funds Complex (1989-present). Management Consultant
                                                                       (2002-2004), Chairman (1997-2002), Chief Executive Officer
                                                                       (1995-2002) and Director (1995-2002), Phoenix Investment
                                                                       Partners, Ltd. Director and Executive Vice President, The
                                                                       Phoenix Companies, Inc. (2000-2002). Director (1994-2002)
                                                                       and Executive Vice President, Investments (1987-2002),
                                                                       Phoenix Life Insurance Company. Director (1983-2002) and
                                                                       Chairman (1995-2002), Phoenix Investment Counsel, Inc.
                                                                       Director (1982-2002), Chairman (2000-2002) and President
                                                                       (1990-2000), Phoenix Equity Planning Corporation. Chairman
                                                                       and Chief Executive Officer, Phoenix/Zweig Advisers LLC
                                                                       (1999-2002). Director (2001-2002) and President (April
                                                                       2002-September 2002), Phoenix Investment Management Company.
                                                                       Director and Executive Vice President, Phoenix Life and
                                                                       Annuity Company (1996-2002). Director (1995-2000) and
                                                                       Executive Vice President (1994-2002) and Chief Investment
                                                                       Counsel (1994-2002), PHL Variable Insurance Company.
                                                                       Director, Phoenix National Trust Holding Company
                                                                       (2001-2002). Director (1985-2002) and Vice President
                                                                       (1986-2002) and Executive Vice President (April
                                                                       2002-September 2002), PM Holdings, Inc. Director, WS
                                                                       Griffith Associates, Inc. (1995-2002). Director, WS Griffith

* Mr. Aylward is an "interested person," as defined in the 1940 Act, by reason of his position as Executive Vice President, Asset Management, The Phoenix Companies, Inc. and his position as President and Chief Executive Officer, Phoenix Investment Partners, Ltd.

** Ms. LaMarche is an "interested person," as defined in the 1940 Act, by reason of her former position as Director of The Phoenix Companies, Inc. and Phoenix Life Insurance Company.

*** Mr. McLoughlin is an "interested person," as defined in the 1940 Act, by reason of his former relationship with Phoenix Investment Partners, Ltd., and its affiliates.

OFFICERS OF THE TRUST WHO ARE NOT TRUSTEES

                             POSITION(S) HELD WITH
      NAME, ADDRESS AND      THE TRUST AND LENGTH
        DATE OF BIRTH           OF TIME SERVED                        PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
        -------------           --------------                   -------------------------------------------------------

OFFICERS OF THE TRUST:


Francis G. Waltman           Senior Vice President     Senior Vice President, Asset Management Product Development, The Phoenix
Senior Vice President        since May 2006            Companies, Inc. (since 2006). Senior Vice President, Asset Management
DOB: 7/27/62                                           Product Development, Phoenix Investment Partners, Ltd. (2005-present).
                                                       Director and President, Phoenix Equity Planning Corporation (since 2006).
                                                       Senior Vice President, Phoenix Investment Counsel, Inc. (since 2006).
                                                       Director, DPCM Holdings, Inc., Duff & Phelps Investment Management Company
                                                       and Pasadena Capital Corporation (since 2006). President, PXP Securities
                                                       Corp. (2004-present). Senior Vice President, the Phoenix Funds Family
                                                       (2004-present). Senior Vice President and Chief Administrative Officer,
                                                       Phoenix Investment Partners, Ltd. (2003-2004). Senior Vice President and
                                                       Chief Administrative Officer, Phoenix Equity Planning Corporation
                                                       (1999-2003).

56

                             POSITION(S) HELD WITH
      NAME, ADDRESS AND      THE TRUST AND LENGTH
        DATE OF BIRTH           OF TIME SERVED                        PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
        -------------           --------------                   -------------------------------------------------------

Marc Baltuch                 Vice President and Chief  Chief Compliance Officer, Zweig-DiMenna Associates LLC (1989-present). Vice
DOB: 9/23/45                 Compliance Officer since  President and Chief Compliance Officer, certain Funds within the Phoenix
                             May 2006                  Funds Complex (2004-present). Vice President, The Zweig Total Return Fund,
                                                       Inc. and The Zweig Fund, Inc. (2004-present). President and Director of
                                                       Watermark Securities, Inc. (1991-present). Assistant Secretary of Gotham
                                                       Advisors Inc. (1990-present). Secretary, Phoenix-Zweig Trust (1989-2003).
                                                       Secretary, Phoenix-Euclid Market Neutral Fund (1999-2002).

Kevin J. Carr                Vice President, Chief     Vice President and Counsel, Phoenix Life Insurance Company (May 2005-
DOB: 8/30/54                 Legal Officer and         present). Vice President, Counsel, Chief Legal Officer and Secretary of
                             Secretary since May       certain funds within the Phoenix Fund Complex (May 2005-present). Compliance
                             2006                      Officer of Investments and Counsel, Travelers Life & Annuity Company
                                                       (January 2005-May 2005). Assistant General Counsel, The Hartford Financial
                                                       Services Group (1999-2005).

W. Patrick Bradley           Chief Financial Officer   Second Vice President, Fund Administration, Phoenix Equity Planning
DOB: 3/2/72                  Treasurer since May 2006  Corporation (2004-present). Chief Financial Officer and Treasurer
                                                       (2006-present) or Chief Financial Officer and Treasurer and (2005-present),
                                                       certain funds within the Phoenix Funds Family. Vice President, Chief
                                                       Financial Officer, Treasurer and Principal Accounting Officer, The Phoenix
                                                       Edge Series Fund (since 2006). Assistant Treasurer, certain funds within the
                                                       Phoenix Funds Complex (2004-2006). Senior Manager (2002-2004), Manager
                                                       (2000-2002), Audit, Deloitte & Touche, LLP.

COMMITTEES OF THE BOARD
The Board of Trustees has established several standing committees to oversee particular aspects of the Funds' management.

THE AUDIT COMMITTEE. The Audit Committee is responsible for overseeing the Funds' accounting and auditing policies and practices. The Audit Committee reviews the Funds' financial reporting procedures, their system of internal control, the independent audit process, and the Funds' procedures for monitoring compliance with investment restrictions and applicable laws and regulations and with the Code of Ethics. The Audit Committee is composed entirely of Independent Trustees; its members are E. Virgil Conway, Harry Dalzell-Payne, Francis E. Jeffries, Geraldine M. McNamara, James M. Oates and Richard E. Segerson. The Committee met four times during the Trust's last fiscal year.

THE EXECUTIVE AND COMPLIANCE COMMITTEE. The function of the Executive and Compliance Committee is to serve as a contract review, compliance review and performance review delegate of the full Board of Trustees, as well as to act on behalf of the Board when it is not in session, subject to limitations as set by the Board. Its members are E. Virgil Conway, Harry Dalzell-Payne, Leroy Keith, Jr., Philip R. McLoughlin, Geraldine M. McNamara and James M. Oates. Each of the members is an Independent Trustee, except Philip McLoughlin, who is an Interested Trustee. The committee met 10 times during the Trusts' last fiscal year.

THE GOVERNANCE AND NOMINATING COMMITTEE. The Governance and Nominating Committee is responsible for developing and maintaining governance principles applicable to the Funds, for nominating individuals to serve as Trustees, including as Independent Trustees and annually evaluating the Board and Committees. The Governance and Nominating Committee is composed entirely of Independent Trustees; its members are E. Virgil Conway, Harry Dalzell-Payne, Leroy Keith, Jr., Geraldine M. McNamara, James M. Oates, and Ferdinand L.J. Verdonck. The committee met four times during the Trusts' last fiscal year.

The Board has adopted a policy for consideration of Trustee nominees recommended by shareholders. With regards to such policy, an individual shareholder submitting a nomination must hold for at least one full year 5% of the shares of a series of the Trust. Shareholder nominees for Trustee will be given the same consideration as any candidate provided the nominee meets certain minimum requirements.

COMPENSATION

Trustees who are not employed by the Adviser or its affiliates, receive an annual retainer and fees and expenses for attendance at Board and Committee meetings. Officers and employees of the Adviser of the Funds who are interested persons are compensated for their services by the Adviser of the Funds, or an affiliate of the Adviser of the Funds and receive no compensation from the Funds. The Trust does not have any retirement plan for its Trustees.

57

For the Trust's fiscal year ended December 31, 2006, the current Trustees received the following compensation:

                                    AGGREGATE       TOTAL COMPENSATION FROM
                                  COMPENSATION      TRUST AND FUND COMPLEX
          NAME OF TRUSTEE          FROM TRUST       (FUNDS) PAID TO TRUSTEES
          ---------------          ----------       ------------------------
INDEPENDENT TRUSTEES
--------------------

E. Virgil Conway                     $40,305                $207,500
Harry Dalzell-Payne                  $37,026                $199,895
Francis E. Jeffries*                 $24,629                $165,000
Leroy Keith, Jr.                     $50,836                $126,723
Geraldine M. McNamara*               $39,066                $201,500
James M. Oates                       $57,310                $150,112
Richard E. Segerson*                 $26,668                $106,000
Ferdinand L.J. Verdonck              $23,729                $ 95,000

INTERESTED TRUSTEES
-------------------

George R. Aylward                    $     0                $      0
Marilyn E. LaMarche                  $21,422                $ 88,000
Philip R. McLoughlin                 $68,729                $283,000

* These Trustees have previously deferred compensation (and the earnings thereon) in the following amounts (as of March 31, 2007): Mr. Jeffries, $626,478.45; Ms. McNamara, $307,456.10 and Mr. Segerson, $123,721.81.

The following table summarizes the compensation for the period January 1, 2006 through May 18, 2006 paid by the Trust to the former Trustees of the Trust. Messrs. Gerst, McCarter and Ms. Wolff resigned as of May 18, 2006.

                                                   AGGREGATE COMPENSATION
               NAME AND POSITION                       FROM THE TRUST
               -----------------                       --------------

G. Gary Gerst, Former Trustee and Chairman               $79,000
John W. McCarter, Jr., Former Trustee                    $52,000
Paula Wolff, Former Trustee (4)                          $53,000

TRUSTEE OWNERSHIP OF SECURITIES

Set forth in the table below is the dollar range of equity securities owned by each Trustee as of December 31, 2006.

                                                                                     AGGREGATE DOLLAR RANGE OF TRUSTEE
                                     DOLLAR RANGE OF EQUITY SECURITIES              OWNERSHIP IN ALL FUNDS OVERSEEN BY
      NAME OF TRUSTEE                     IN A FUND OF THE TRUST                 TRUSTEE IN FAMILY OF INVESTMENT COMPANIES
      ---------------                     ----------------------                 -----------------------------------------

INDEPENDENT TRUSTEES
--------------------


E. Virgil Conway                                   None                                        Over $100,000
Harry Dalzell-Payne                                None                                            None
Francis E. Jeffries                                None                                        Over $100,000
Leroy Keith, Jr.                                   None                                        $1 - $10,000
Geraldine M. McNamara                              None                                        Over $100,000
James M. Oates                                     None                                        Over $100,000
Richard E. Segerson                                None                                        Over $100,000
Ferdinand L.J. Verdonck                            None                                            None


INTERESTED TRUSTEES
-------------------


George R. Aylward                                  None                                      $50,001-$100,000
Marilyn E. LaMarche                                None                                            None
Philip R. McLoughlin                               None                                        Over $100,000

As of April 2, 2007, the Trustees and Officers of the Trust as a whole owned less than 1% of the outstanding shares of any of the Funds.

PRINCIPAL SHAREHOLDERS

The following table sets forth information as of April 2, 2007 with respect to each person who owns of record or is known by the Trust to own of record or beneficially 5% or more of any class of any Fund's outstanding shares, as noted:

58

            NAME OF SHAREHOLDER                        FUND AND CLASS                PERCENTAGE OF CLASS      NUMBER OF SHARES
            -------------------                        --------------                -------------------      ----------------
Atwell & Co.                                      Small-Cap Growth - Class I               17.51%                  335,736.824
FBO XXXX0332
P.O. Box 2044
Peck Slip Station
New York, NY  10038

Charles Schwab & Co. Inc.                         Small-Cap Growth - Class I               13.56%                  241,776.971
Special Custody Account for
The Exclusive Benefit of Customer
101 Montgomery Street
San Francisco, CA  94104-4151

Chicago Mercantile Exchange Inc.                Money Market - Exchange Shares             16.46%               70,734,553.320
Customer Segregated Account
30 South Wacker Drive #0
Chicago, IL  60606-7413

Chicago Mercantile Exchange Inc.                Money Market - Exchange Shares             54.47%              234,071,887.940
Firm Account
30 South Wacker Drive #0
Chicago, IL  60606-7413

Counsel Trust FBO                                     Balanced - Class A                   22.04%                  184,005.597
Profit Sharing Plan of Dean
Machinery Co.
336 Forth Avenue
The Times Building
Pittsburgh, PA 15222

E Trade Clearing LLC                                   Equity - Class A                     5.38%                   83,382.461
XXXXXX43-17
P.O. Box 989030
West Sacramento, CA  95798-9030

E*Trade Clearing LLC                              Small-Cap Growth - Class C               10.84%                    1,075.042
XXXXXX92-10
P.O. Box 989030
West Sacramento, CA  95798-9030

Donald H. Estey, Jr. &                             Tax-Exempt Bond - Class C               23.06%                    4,230.381
Patricia Estey JTWROS
4500 South Chinook Avenue
Boise, ID  83709-5500

Fidelity Investments                               Small-Cap Value - Class A                5.07%                   90,382.976
Inst. Operations Co. as Agent for                  Small-Cap Value - Class I                5.20%                  293,245.559
Certain Employee Benefits Plans
Attn:  Dave Staley
100 Magellan Way
Covington, KY  41015-1999

First Clearing, LLC                                Tax-Exempt Bond - Class C               15.62%                    2,864.882
A/C #XXXX-9553
Joan T. Backman &
Steven G. Backman JT Ten
3921 Argent Star Court
Las Vegas, NV  89147-6850

59

            NAME OF SHAREHOLDER                        FUND AND CLASS                PERCENTAGE OF CLASS      NUMBER OF SHARES
            -------------------                        --------------                -------------------      ----------------
First Clearing, LLC                                Tax-Exempt Bond - Class C                6.84%                   1,254.087
A/C XXXX-9004
Thomas Grodkiewicz
443 Kennedy Boulevard
Bayonne, NJ  07002-2648

Hare & Co.                                          Money Market - Class I                 12.17%             304,121,000.680
C/O The Bank of New York
111 Sanders Creek Parkway, 2nd Floor
East Syracuse, NY  13057-1382

Harris, N.A.                                     Gov't Money Market - Class A              60.05%             124,821,483.130
Lombard Operation Center                            Money Market - Class A                 53.28%             473,606,273.440
Attn: Application Balancing II                    T/E Money Market - Class A               60.53%             130,095,731.920
2000 South Finlay Road
Lombard, IL  60148-4825

Harris, N.A.                                     Gov't Money Market - Class A              33.02%              68,646,295.840
Lombard Operation Center                            Money Market - Class A                 36.57%             325,053,999.220
Attn: Application Balancing II
2000 South Finlay Road
Lombard, IL  60148-4825

The Harris Bank, N.A.                               Money Market - Class A                  6.47%              57,547,026.910
Lombard Operation Service Center                  T/E Money Market - Class A               19.33%              41,541,240.220
Attn: Application Balancing
2000 South Finlay Road
Lombard, IL  60148-4825

Hilliard Lyons Cust. For                           Small-Cap Value - Class C                8.71%                     403.950
C. Mitchell Robinson IRA
3848 Barton Creek Drive
Eagle Mountain, UT  84005-5300

Investors Bank & Trust                             Small-Cap Value - Class A               14.84%                 264,515.071
FBO Various Retirement Plans
4 Manhattanville Road
Purchase, NY  10577-2139

LPL Financial Services                             High Yield Bond - Class C               22.05%                   2,485.000
A/C XXXX-0209
9785 Towne Centre Drive
San Diego, CA 92121-1968

LPL Financial Services                          Intermediate T/E Bond - Class C            23.20%                   5,485.329
A/C XXXX-0239
9785 Towne Centre Drive
San Diego, CA 92121-1968

LPL Financial Services                          Small-Cap Opportunity - Class C             8.81%                   1,371.863
A/C XXXX-1973                                      Small-Cap Value - Class C               13.13%                     609.209
9785 Towne Centre Drive
San Diego, CA 92121-1968

LPL Financial Services                          Small-Cap Opportunity - Class C             8.81%                   1,370.545
A/C XXXX-4272
9785 Towne Centre Drive
San Diego, CA 92121-1968

60

            NAME OF SHAREHOLDER                        FUND AND CLASS                PERCENTAGE OF CLASS      NUMBER OF SHARES
            -------------------                        --------------                -------------------      ----------------
LPL Financial Services                          Intermediate T/E Bond - Class C            22.29%                   5,270.774
A/C XXXX-5501
9785 Towne Centre Drive
San Diego, CA 92121-1968

LPL Financial Services                          Intermediate T/E Bond - Class C             5.83%                   1,379.213
A/C XXXX-8604
9785 Towne Centre Drive
San Diego, CA 92121-1968

MAC & Co.                                         Emerging Markets - Class I               12.57%               2,247,284.688
A/C XXXXXXX1002                                    High Yield Bond - Class I               40.86%               2,141,358.072
Mutual Fund Operations
PO Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198

MAC & Co.                                         Small-Cap Growth - Class I               61.32%               1,176,041.691
A/C XXXXXXX1002                                 Small-Cap Opportunity - Class I             6.33%               1,005,974.080
Mutual Fund Operations                             Small-Cap Value - Class I                7.51%                 423,382.713
PO Box 3198                                             Bond - Class I                     40.02%               7,311,758.366
525 William Penn Place                         Short/Intermediate Bond - Class I           18.79%               4,363,024.931
Pittsburgh, PA 15230-3198

MAC & Co.                                      Intermediate Gov't Bond - Class I           72.92%                 869,835.631
A/C XXXXXXX1022
Mutual Fund Operations
PO Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198

MAC & Co.                                               Bond - Class I                     10.17%               1,857,966.044
A/C XXXXXXX1032
Mutual Fund Operations
PO Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198

MAC & Co.                                             Balanced - Class I                   92.25%               4,583,870.192
A/C XXXXXXX1042
Mutual Fund Operations
PO Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198

MAC & Co.                                          High Yield Bond - Class I               22.09%               1,157,421.514
A/C XXXXXXX1042
Mutual Fund Operations
PO Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198

MAC & Co.                                              Equity - Class I                    43.12%               7,957,398.476
A/C XXXXXXX1072
Mutual Fund Operations
PO Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198

61

            NAME OF SHAREHOLDER                        FUND AND CLASS                PERCENTAGE OF CLASS      NUMBER OF SHARES
            -------------------                        --------------                -------------------      ----------------
MAC & Co.                                            Core Equity - Class I                 31.29%               2,042,653.998
A/C XXXXXXX1082
Mutual Fund Operations
PO Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198

MAC & Co.                                          Small-Cap Value - Class I               16.01%                 902,148.832
A/C XXXXXXX1102
Mutual Fund Operations
PO Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198

MAC & Co.                                       Small-Cap Opportunity - Class I            11.43%               1,815,847.457
A/C XXXXXXX1112
Mutual Fund Operations
PO Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198

MAC & Co.                                         Emerging Markets - Class I               15.87%               2,835,597.696
A/C XXXXXXX21152
Mutual Fund Operations
PO Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198

Maril & Co.                                       Emerging Markets - Class I                7.16%              15,837,005.050
FBO Synovos Trust Company
Attn: ACM Department
11270 West Park Plaza, Suite 400
Milwaukee, WI  53224-3638

Mitra & Co. Exp.                                   Small-Cap Value - Class I               10.62%                 189,256.300
C/O M&I Trust
Attn:  Mutual Funds
M&I Trust Co. N.a.
11270 W. Park Pl., Ste. 400 PPW-08-WM
Milwaukee, WI  53224-3638

MLPF&S For the Sole                                   Balanced - Class C                   15.29%                   4,225.719
Benefit of its Customers                          Emerging Markets - Class C               31.52%                   5,635.875
Attn: Fund Administration                      Short/Intermediate Bond - Class C           34.00%                   5,412.186
4800 Deer Lake Dr. E., Fl. 3
Jacksonville, FL  32246-6484

Nam Family Trust                                      Balanced - Class C                   25.30%                   6,990.620
Credit Shelter Trust                                 Core Equity - Class C                 14.62%                   1,613.707
14 Parkwood
Aliso Viejo, CA 92656-1446

BMO Nesbitt Burns Corp-Bkr/Agnt                 Money Market - Exchange Shares             29.04%             124,799,705.530
Harris NA-Omnibus Cust/Sub Agnt
Harris Fcm Client Group
Po Box 71940
Chicago, IL 60694-1940

62

            NAME OF SHAREHOLDER                        FUND AND CLASS                PERCENTAGE OF CLASS      NUMBER OF SHARES
            -------------------                        --------------                -------------------      ----------------
NFS LLC                                        Intermediate Gov't Bond - Class I           12.03%                  31,552.734
Michael Azark TTEE
Calyon Money Purchase Plan
1301 Avenue of the Americas, 14th Floor
New York, NY  10019

NFS LLC FEBO                                    Intermediate T/E Bond - Class A             9.06%                 143,356.628
Naomi L. Smith TTEE
The Naomi L. Smith Separate Property
U/A 7/15/02
106 Costa Bella Cove
Austin, TX  78734-2660

Northern Trust Co. TTEE FBO                        High Yield Bond - Class I                6.03%                 315,991.559
MTD Products Inc. Master Retirement
A/C XXXX9101
P.O. Box 92956
Chicago, IL  60675-2956

Pershing LLC                                       Small-Cap Value - Class C                6.41%                     297.252
P.O. Box 2052
Jersey City, NJ  07303-2502

Pershing LLC                                       Small-Cap Value - Class C                5.85%                     271.493
P.O. Box 2052
Jersey City, NJ  07303-2502

Pershing LLC                                            Bond - Class A                     13.97%                  25,805.576
P.O. Box 2052
Jersey City, NJ  07303-2502

Pershing LLC                                       High Yield Bond - Class I               15.53%                 813,871.176
P.O. Box 2052
Jersey City, NJ  07303-2502

Pershing LLC                                    Intermediate T/E Bond - Class C             8.21%                   1,942.146
P.O. Box 2052
Jersey City, NJ  07303-2502

Pershing LLC                                   Short/Intermediate Bond - Class A            5.78%                  31,646.810
P.O. Box 2052
Jersey City, NJ  07303-2502

Pershing LLC                                       Tax-Exempt Bond - Class A               11.06%                 789,026.976
P.O. Box 2052
Jersey City, NJ  07303-2502

Phoenix Equity Planning Corp.                          Balanced - Class C                  26.52%                   7,326.030
Attn: Corp. Accounting                               Core Equity - Class C                 47.54%                   5,248.393
56 Prospect Street                                Emerging Markets - Class C               59.30%                  10,602.843
Hartford, CT  06103-2818                               Equity - Class C                    54.57%                   7,547.683
                                                  Small-Cap Growth - Class A               71.57%                   7,881.499
                                                  Small-Cap Growth - Class C               79.51%                   7,883.148
                                                Small-Cap Opportunity - Class C            36.09%                   5,617.141
                                                   Small-Cap Value - Class C               54.05%                   2,507.151
                                                        Bond - Class C                    100.00%                  10,774.090
                                                   High Yield Bond - Class C               77.50%                   8,735.131
                                                Intermediate T/E Bond - Class C            40.46%                   9,566.830
                                               Short/Intermediate Bond - Class C           65.62%                  10,446.270
                                                   Tax-Exempt Bond - Class C               54.49%                   9,994.941

63

            NAME OF SHAREHOLDER                        FUND AND CLASS                PERCENTAGE OF CLASS      NUMBER OF SHARES
            -------------------                        --------------                -------------------      ----------------
Phoenix Wealth Builder PHOLIO                      High Yield Bond - Class A               45.56%                 207,216.985
Attn: Chris Wilkos
Shareholder Services Dept.
C/O Phoenix Equity Planning
101 Munson Street
Greenfield, MA  01301-9684

Phoenix Wealth Guardian PHOLIO                     High Yield Bond - Class A               41.63%                 189,339.557
Attn: Chris Wilkos
Shareholder Services Dept.
C/O Phoenix Equity Planning
101 Munson Street
Greenfield, MA  01301-9684

Raymond James & Associates Inc                    Emerging Markets - Class C                5.28%                     944.265
FBO Somerset
Bin #XXXX5732
880 Carillon Pkwy.
St. Petersburg, FL 33716-1100

Raymond James & Associates Inc                  Small-Cap Opportunity - Class C             6.32%                     984.009
FBO Hudock IRA
Bin #XXXX4495
880 Carillon Pkwy.
St. Petersburg, FL 33716-1100

Reliance Trust Company FBO                        Emerging Markets - Class A                6.66%                  37,261.075
Bel Air Investment Advisors LLC
401(K) Plans
1100 Abernathy Road
500 Northpark Building, Suite 400
Atlanta, GA  30328

Reliance Trust Company FBO                        Emerging Markets - Class A                5.94%                  33,253,720
Progeny Systems 401(K) Plan
1100 Abernathy Road
500 Northpark Building, Suite 400
Atlanta, GA  30328

Resources Trust Company                         Small-Cap Opportunity - Class C            11.22%                   1,745.612
FBO Ian J. Molineux
A/C XXXXXXXX2555
P.O. Box 5900
Denver, CO  80217-5900

Martha A. Schomer TTEE                                Balanced - Class C                    8.77%                   2,423.111
Martha A. Schomer Trust                              Core Equity - Class C                  8.80%                     971.841
39 N. Royal Oaks Drive                          Small-Cap Opportunity - Class C             9.16%                   1,425.047
Bristol, IL  60512-9700

64

            NAME OF SHAREHOLDER                        FUND AND CLASS                PERCENTAGE OF CLASS       NUMBER OF SHARES
            -------------------                        --------------                -------------------      ------------------
SEI Private Trust Company                            Core Equity - Class I                 38.03%                 2,482,683.401
C/O Harris Bank ID 940                            Emerging Markets - Class I               20.87%                 3,730,323.935
Attn Mutual Funds                                      Equity - Class I                    22.22%                 4,100,478.683
One Freedom Valley Drive                                Index - Class I                    65.13%                 1,601,321.321
Oaks, PA 19456                                    Small-Cap Growth - Class I                8.38%                   160,638.806
                                                Small-Cap Opportunity - Class I            19.96%                 3,170,291.259
                                                   Small-Cap Value - Class I               13.35%                   752,567.790
                                                        Bond - Class I                     25.44%                 4,648,379.374
                                               Intermediate Gov't Bond - Class I            6.39%                    76,190.622
                                                Intermediate T/E Bond - Class I            67.75%                11,550,019.553
                                               Short/Intermediate Bond - Class I           50.58%                11,744,670.457
                                                   Tax-Exempt Bond - Class I               63.97%                 4,685,955.287

SEI Private Trust Company                            Core Equity - Class I                 24.80%                 1,618,831.098
C/O Harris Bank ID 940                            Emerging Markets - Class A                5.41%                    30,269.422
Attn Mutual Funds                                 Emerging Markets - Class I               37.37%                 6,679,642.104
One Freedom Valley Drive                               Equity - Class I                    13.02%                 2,401,881.337
Oaks, PA 19456                                          Index - Class I                     9.25%                   227,482.294
                                                  Small-Cap Growth - Class I                7.47%                   143,231.690
                                                Small-Cap Opportunity - Class I            35.94%                 5,707,702.992
                                                   Small-Cap Value - Class I               29.38%                 1,655,606.086
                                                Intermediate T/E Bond - Class I            11.50%                 1,960,890.257
                                               Short/Intermediate Bond - Class I           15.05%                 3,494,132.876
                                                   Tax-Exempt Bond - Class I               13.13%                   961,728.054

SEI Private Trust Company                       Small-Cap Opportunity - Class I             8.05%                 1,277,661.548
C/O Harris Bank ID 940                             Small-Cap Value - Class I                8.09%                   455,638.992
Attn Mutual Funds                                  High Yield Bond - Class I                7.58%                   397,003.017
One Freedom Valley Drive                       Short/Intermediate Bond - Class I            9.26%                 2,149,342.576
Oaks, PA 19456

SEI Private Trust Company                        Gov't Money Market - Class I              89.93%               198,863,948.120
C/O Harris Bank ID 940                              Money Market - Class I                 59.46%             1,486,383,117.220
Attn Mutual Funds                                 T/E Money Market - Class A               18.02%                38,719,883.660
One Freedom Valley Drive                          T/E Money Market - Class I               99.39%               888,798,438.930
Oaks, PA 19456

State Street Bank and Trust Co.                       Balanced - Class C                   12.76%                     3,526.196
Cust. For Non-DFI Simple IRA                         Core Equity - Class C                 13.11%                     1,447.389
Jane Binder
5013 Belmont Ave. S.
Minneapolis, MN  55419-1311

State Street Bank and Trust Co.                        Equity - Class C                     6.51%                       900.409
Cust. For the IRA Rollover of
Gene Gaida, Jr.
5870 Spring Grn.
San Antonio, TX  78247-1964

State Street Bank and Trust Co.                       Balanced - Class C                   9.58%                      2,647.336
Cust. For the IRA Rollover of
Robert W. Ibach, Jr.
2402 E. Lillian Lane
Arlington Heights, IL  60004-4334

65

            NAME OF SHAREHOLDER                        FUND AND CLASS                PERCENTAGE OF CLASS      NUMBER OF SHARES
            -------------------                        --------------                -------------------      ----------------
State Street Bank and Trust Co.                        Equity - Class C                    20.99%                   2,903.347
Cust. For the SEP IRA of
Martin Rubenstein
191 Douglas Road
Staten Island, NY 10304-1522

State Street Bank and Trust Co.                   Small-Cap Growth - Class A               11.03%                   1,214.188
Cust. For the IRA of
Jamae Rae Temple
29317 Rose Street
Madison Heights, MI  48071-2612

Wells Fargo Bank NA FBO                                 Index - Class I                     6.53%                 160,441.329
Ideal Box Co Profit Sharing Plan
XXX9298
P.O. Box 1533
Minneapolis, MN 55480-1533

Wells Fargo Bank NA FBO                        Intermediate Gov't Bond - Class I           10.42%                 124,322.067
Ideal Box Co Profit Sharing Plan
XXX9298
P.O. Box 1533
Minneapolis, MN 55480-1533

Wells Fargo Bank NA FBO                                 Index - Class I                     5.14%                 126,389.973
Morgan Products Ltd. Hourly Pension
XXX5940
P.O. Box 1533
Minneapolis, MN 55480-1533

The shares described above as held by Harris N.A., The Harris Bank N.A. and SEI Private Trust Company C/O Harris Bank are being held on behalf of various accounts and not as beneficial owners. To the extent that any shareholder is the beneficial owner of more than 25% of the outstanding shares of any Fund, such shareholder may be deemed to be a "control person" of that Fund for purposes of the 1940 Act.

ADDITIONAL INFORMATION

CAPITAL STOCK AND ORGANIZATION
The capitalization of the Trust consists solely of an unlimited number of shares of beneficial interest. The Trust currently offers shares in different series or Funds and different classes of those Funds. Holders of shares of a Fund have equal rights with regard to voting, redemptions, dividends, distributions, and liquidations with respect to that Fund. Shareholders of all Funds vote on the election of Trustees. On matters affecting an individual Fund (such as approval of an investment advisory agreement or a change in fundamental investment policies) and also on matters affecting an individual class (such as approval of matters relating to a Plan of Distribution for a particular Class of Shares), a separate vote of that Fund or Class is required. The Trust does not hold regular meetings of shareholders. The Trustees will call a meeting when at least 10% of the outstanding shares so request in writing. If the Trustees fail to call a meeting after being so notified, the shareholders may call the meeting. The Trustees will assist the shareholders by identifying other shareholders or mailing communications, as required under Section 16(c) of the 1940 Act.

Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights. The assets received by the Trust for the issue or sale of shares of each Fund, and any class thereof and all income, earnings, profits and proceeds thereof, are allocated to such Fund, and class, respectively, subject only to the rights of creditors, and constitute the underlying assets of such Fund or class. The underlying assets of each Fund are required to be segregated on the books of account, and are to be charged with the expenses in respect to such Fund and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular Fund or class will be allocated by or under the direction of the Trustees as they determine fair and equitable.

Under Massachusetts law, shareholders of a business trust may, under certain circumstances, be held personally liable for the trust's obligations. However, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to

66

circumstances in which both the trust itself was unable to meet its obligations and inadequate insurance existed. To guard against this risk, the Trust's Declaration of Trust contains an express disclaimer of shareholder liability for acts or obligations of the Trust and provides for indemnification out of Trust property of any shareholder held personally liable for obligations of the Trust.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers, LLP, 125 High Street, Boston, MA 02110, is the independent registered public accounting firm for the Trust.
PricewaterhouseCoopers, LLP, audits the Trust's annual financial statements and expresses an opinion thereon.

CUSTODIANS AND TRANSFER AGENT
PFPC Trust Company, 301 Bellevue Parkway, Wilmington, DE 19809 serves as the Funds' Custodian. As Custodian, it and subcustodians designated by the Board of Trustees hold the securities in the Funds' portfolio and other assets for safekeeping. The Custodian does not and will not participate in making investment decisions for the Funds.

Pursuant to a Transfer Agent and Service Agreement with the Phoenix Funds, PEPCO, One American Row, P.O. Box 5056, Hartford, Connecticut 06102-5056 serves as transfer agent for the Trust (the "Transfer Agent") for which it is paid a minimum fee of $14,000 per fund/class and $13.00 per account for each account over 500, plus out-of-pocket expenses. The Transfer Agent is authorized to engage subagents to perform certain shareholder servicing functions from time to time for which such agents shall be paid a fee by the Transfer Agent. Boston Financial Data Services, Inc. serves as subtransfer agent pursuant to a Subtransfer Agency Agreement. Fees paid by the Fund, in addition to the fee paid to PEPCO, will be reviewed and approved by the Board of Trustees.

REPORTS TO SHAREHOLDERS
The fiscal year of the Trust ends on December 31. The Trust will send financial statements to its shareholders at least semiannually. An annual report containing financial statements audited by the Trust's independent registered public accounting firm, PricewaterhouseCoopers, LLP, will be sent to shareholders each year and is available without charge upon request.

FINANCIAL STATEMENTS

The Funds' financial statements for the Trust's fiscal year ended December 31, 2006, appearing in the Funds' 2006 Annual Report to Shareholders, are incorporated herein by reference.

67

APPENDIX

A-1 AND P-1 COMMERCIAL PAPER RATINGS
The Trust will only invest in commercial paper which at the date of investment is rated A-1 by Standard & Poor's Corporation or P-1 by Moody's Investors Services, Inc., or, if not rated, is issued or guaranteed by companies which at the date of investment have an outstanding debt issue rated AA or higher by Standard & Poor's or Aa or higher by Moody's.

Commercial paper rated A-1 by Standard & Poor's Corporation ("S&P") has the following characteristics: Liquidity ratios are adequate to meet cash requirements. Long-term senior debt is rated "A" or better. The issuer has access to at least two additional channels of borrowing. Basic earnings and cash flow have an upward trend with allowance made for unusual circumstances. Typically, the issuer's industry is well established and the issuer has a strong position within the industry. The reliability and quality of management are unquestioned.

The rating P-1 is the highest commercial paper rating assigned by Moody's Investors Services, Inc. ("Moody's"). Among the factors considered by Moody's in assigning ratings are the following: (1) evaluation of the management of the issuer; (2) economic evaluation of the issuer's industry or industries and an appraisal of speculative-type risks which may be inherent in certain areas; (3) evaluation of the issuer's products in relation to competition and customer acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over a period of ten years; (7) financial strength of a parent company and the relationship which exists with the issuer; and (8) recognition by the management of obligations which may be present or may arise as a result of public interest questions and preparations to meet such obligations.

MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND RATINGS

Aaa:       Bonds which are rated Aaa are judged to be of the best quality. They
           carry the smallest degree of investment risk and are generally
           referred to as "gilt-edge." Interest payments are protected by a
           large or by an exceptionally stable margin and principal is secure.
           While the various protective elements are likely to change, such
           changes as can be visualized are most unlikely to impair the
           fundamentally strong position of such issues.

Aa:        Bonds which are rated Aa are judged to be of high quality by all
           standards. Together with the Aaa group, they compromise what are
           generally known as high grade bonds. They are rated lower than the
           best bonds because margins of protection may not be as large as in
           Aaa securities or fluctuation of protective elements may be of
           greater amplitude or there may be other elements present which make
           the long-term risks appear somewhat larger than in Aaa securities.

A:         Bonds which are rated A possess many favorable investment attributes
           and are to be considered as upper medium grade obligations. Factors
           giving security to principal and interest are considered adequate but
           elements may be present which suggest a susceptibility to impairment
           sometime in the future.

Baa:       Bonds which are rated Baa are considered as medium grade obligations,
           i.e., they are neither highly protected nor poorly secured. Interest
           payments and principal security appear adequate for the present but
           certain protective elements may be lacking or may be
           characteristically unreliable over any great length of time. Such
           bonds lack outstanding investment characteristics and in fact have
           speculative characteristics as well.

Ba:        Bonds which are rated Ba are judged to have speculative elements;
           their future cannot be considered as well assured. Often the
           protection of interest and principal payments may be very moderate
           and thereby not well safeguarded during both good and bad times over
           the future. Uncertainty of position characterizes bonds in this
           class.

B:         Bonds which are rated B generally lack characteristics of the
           desirable investment. Assurance of interest and principal payments or
           of maintenance of other terms of the contract over any long period of
           time may be small.

Caa:       Bonds which are rated Caa are of poor standing. Such issues may be in
           default or there may be present elements of danger with respect to
           principal or interest.

Ca:        Bonds which are rated Ca represent obligations which are speculative
           in a high degree. Such issues are often in default or have other
           marked shortcomings.

C:         Bonds which are rated C are the lowest rated class of bonds and
           issues so rated can be regarded as having extremely poor prospects of
           ever attaining any real investment standing.

68

STANDARD AND POOR'S CORPORATION'S CORPORATE BOND RATINGS

AAA:       This is the highest rating assigned by Standard & Poor's to a debt
           obligation and indicates an extremely strong capacity to pay
           principal and interest.

AA:        Bonds rated AA also qualify as high-quality debt obligations.
           Capacity to pay principal and interest is very strong, and in the
           majority of instances they differ from AAA issues only in small
           degree.

A:         Bonds rated A have a strong capacity to pay principal and interest,
           although they are somewhat more susceptible to the adverse effects of
           changes in circumstances and economic conditions.

BBB:       Bonds rated BBB are regarded as having an adequate capacity to pay
           principal and interest. Whereas they normally exhibit protection
           parameters, adverse economic conditions or changing circumstances are
           more likely to lead to a weakened capacity to pay principal and
           interest for bonds in this category than for bonds in the A category.

BB, B,
CCC, CC:   Bonds rated BB, B, CCC and CC are regarded, on balance, as
           predominantly speculative with respect to issuer's capacity to pay
           interest and repay principal in accordance with the terms of the
           obligation. BB indicates the lowest degree of speculation and CC the
           highest degree of speculation. While such bonds will likely have some
           quality and protective characteristics, these are outweighed by large
           uncertainties or major risk exposures to adverse conditions.

D:         Debt rated D is in payment default. The D rating category is used
           when interest payments or principal payments are not made on the date
           due even if the applicable grace period has not expired, unless S&P
           believes that such payments will be made during such grace period.
           The D rating also will be used upon the filing of a bankruptcy
           petition if debt service payments are jeopardized.

FITCH'S CORPORATE BOND RATINGS
The ratings represent Fitch's assessment of the issuer's ability to meet the obligations of a specific debt issue or class of debt. The ratings take into consideration special features of the issue, its relationship to other obligations of the issuer, the current financial condition and operative performance of the issuer and of any guarantor, as well as the political and economic environment that might affect the issuer's future financial strength and credit quality.

AAA        Bonds rated AAA are considered to be investment grade and of the
           highest credit quality. The obligor has an exceptionally strong
           ability to pay interest and repay principal, which is unlikely to be
           affected by reasonably foreseeable events.

AA         Bonds rated AA are considered to be investment grade and of very high
           credit quality. The obligor's ability to pay interest and repay
           principal is very strong, although not quite as strong as bonds rated
           AAA. Because bonds rated in the AAA and AA categories are not
           significantly vulnerable to foreseeable future developments,
           short-term debt of these issuers is generally rated F-1+.

A          Bonds rated A are considered to be investment grade and of high
           credit quality. The obligor's ability to pay interest and repay
           principal is considered to be strong, but may be more vulnerable to
           adverse changes in economic conditions and circumstances than bonds
           with higher ratings.

BBB        Bonds rated BBB are considered to be investment grade and of
           satisfactory credit quality. The obligor's ability to pay interest
           and repay principal is considered to be adequate. Adverse changes in
           economic conditions and circumstances, however, are more likely to
           have an adverse impact on these bonds and, therefore, impair timely
           payment. The likelihood that the ratings of these bonds will fall
           below investment grade is higher than for bonds with higher ratings.

BB         Bonds rated BB are considered speculative. The obligor's ability to
           pay interest and repay principal may be affected over time by
           adverse economic changes. However, business and financial
           alternatives can be identified which could assist the obligor in
           satisfying its debt service requirements.

B          Bonds rated B are considered highly speculative. While bonds in this
           class are currently meeting debt service requirements, the
           probability of continued timely payment of principal and interest
           reflects the obligor's limited margin of safety and the need for
           reasonable business and economic activity throughout the life of the
           issue.

CCC        Bonds rated CCC have certain identifiable characteristics, which, if
           not remedied, may lead to default. The ability to meet obligations
           requires an advantageous business and economic environment.

CC         Bonds rated CC are minimally protected. Default in payment of
           interest and/or principal seems probable over time.

C          Bonds rated C are in imminent default in payment of interest or
           principal.

69

DDD,

DD and D   Bonds rated DDD, DD and D are in actual default of interest and/or
           principal payments. Such bonds are extremely speculative and should
           be valued on the basis of their ultimate recovery value in
           liquidation or reorganization of the obligor. DDD represents the
           highest potential for recovery on these bonds and D represents the
           lowest potential for recovery.

           Plus (+) and minus (-) signs are used with a rating symbol to
           indicate the relative position of a credit within the rating
           category. Plus and minus signs, however, are not used in the AAA
            ategory covering 12-36 months.

70

PHOENIX INSIGHT FUNDS TRUST

PART C -- OTHER INFORMATION

ITEM 23. EXHIBITS

a.1. Declaration of Trust of the Registrant dated December 6, 1995 filed with initial Registration Statement on December 12, 1995 and incorporated herein by reference.

a.2. Amendment to Declaration of Trust of the Registrant dated November 4, 1996 filed via EDGAR with Post-Effective Amendment No. 3 (File No. 033-64915) on February 28, 1997 and incorporated herein by reference.

a.3. Amendment to Declaration of Trust of the Registrant dated June 6, 1997 filed via EDGAR with Post-Effective Amendment No. 5 (File 033-64915) on June 13, 1997 and incorporated herein by reference.

a.4. Amendment to Declaration of Trust of the Registrant dated November 2, 1998 filed via EDGAR with Post-Effective Amendment No. 9 (File No. 033-64915) on November 9, 1998 and incorporated herein by reference.

a.5. Amendment to Declaration of Trust of the Registrant dated February 18, 1999 filed via EDGAR with Post-Effective Amendment No. 10 (File No. 033-64915) on March 2, 1999 and incorporated herein by reference.

a.6. Amendment to Declaration of Trust of the Registrant dated May 1, 2000 filed via EDGAR with Post-Effective Amendment No. 14 (File 033-64915) on April 28, 2000 and incorporated herein by reference.

a.7. Amendment to Declaration of Trust of the Registrant dated September 5, 2000 filed via EDGAR with Post-Effective Amendment No. 16 (File No. 033-64915) on September 5, 2000 and incorporated herein by reference.

a.8. Amended and Restated Establishment and Designation of Series and Classes of Shares of the Registrant dated December 4, 2004 filed via EDGAR with Post-Effective Amendment No. 38 (File No. 033-64915) on February 25, 2005 and incorporated herein by reference.).

a.9. Amendment to Declaration of Trust of the Registrant dated May 18, 2006, filed via EDGAR with Post-Effective Amendment No. 44 (File No. 033-64915) on June 2, 2006 and incorporated herein by reference.

a.10.* Amendment to the Declaration of Trust of the Registrant, dated November 16, 2006, filed via EDGAR herewith.

b.1.* Amended and Restated By-Laws of the Registrant adopted August 23, 2006 filed via EDGAR herewith.

c. Reference is made to Registrant's Agreement and Declaration of Trust. See Exhibit a.

d.1. Investment Advisory Agreement between the Registrant and Phoenix Investment Counsel, Inc. ("PIC"), dated May 8, 2006 filed via EDGAR with Post-Effective Amendment No. 44 (File No. 033-64915) on June 2, 2006 and incorporated herein by reference.

d.2. Subadvisory Agreement between PIC and Harris Investment Management, Inc. ("Harris") dated May 18, 2006, filed via EDGAR with Post-Effective Amendment No. 44 (File No. 033-64915) on June 2, 2006 and incorporated herein by reference.

d.3. Subadvisory Agreement between PIC and Vontobel Asset Management, Inc. ("Vontobel") dated May 18, 2006 filed via EDGAR with Post-Effective Amendment No. 44 (File No. 033-64915) on June 2, 2006 and incorporated herein by reference.

d.4. Subadvisory Agreement between PIC and SCM Advisors LLC (formerly Seneca Capital Management LLC) ("SCM Advisors") dated May 18, 2006 filed via EDGAR with Post-Effective Amendment No. 44 (File No. 033-64915) on June 2, 2006 and incorporated herein by reference.

e.1. Distribution Agreement between Registrant and Phoenix Equity Planning Corporation ("PEPCO") dated May 18, 2006 filed via EDGAR with Post-Effective Amendment No. 44 (File No. 033-64915) on June 2, 2006 and incorporated herein by reference.

e.2.* Form of Sales Agreement between PEPCO and dealers effective June 2006, filed via EDGAR herewith.

f. None.

g.1.* Amended and Restated Custodian Services Agreement dated February 2, 2004 between Registrant and PFPC Trust Company ("PFPC Trust") filed via EDGAR herewith.

g.2.* Amendment to Amended and Restated Custodian Services Agreement, dated as of April 16, 2007 between Registrant and PFPC Trust, filed via EDGAR herewith.

C-1

g.3.* Letter of Delegation pursuant to Rule 17f-5 and Rule 17f-7 under the Investment Company Act of 1940, as amended, dated April 16, 2007 between Registrant and PFPC Trust, filed via EDGAR herewith.

g.4. Sub-Custodian Services Agreement dated February 18, 1999 by and between PFPC Trust Company, PNC Bank, N.A. and Registrant filed via EDGAR with Post-Effective Amendment No. 11 (File No. 033-64915) on May 3, 1999 and incorporated herein by reference.

h.1.* Administration Agreement between Registrant and PEPCO dated July 1, 2006, filed via EDGAR herewith.

h.2.* Amended and Restated Transfer Agency and Service Agreement between Phoenix Funds and PEPCO dated July 1, 2006, filed via EDGAR herewith.

h.3.* Sub-Transfer Agency and Service Agreement between PEPCO and Boston Financial Data Services, Inc. dated January 1, 2005, filed via EDGAR herewith.

h.4.* Expense Limitation Agreement between Registrant and PIC dated May 18, 2006, filed via EDGAR herewith.

h.5. Expense Limitation Agreement between Registrant and PEPCO dated May 18, 2006 pertaining to Service Plan fees on Class I Shares filed via EDGAR with Post-Effective Amendment No. 44 (File No. 033-64915) on June 2, 2006 and incorporated herein by reference.

h.6. Expense Limitation Agreement between Registrant and PEPCO dated May 18, 2006 pertaining to Service Plan fees on Exchange Shares filed via EDGAR with Post-Effective Amendment No. 44 (File No. 033-64915) on June 2, 2006 and incorporated herein by reference.

i. Opinion and Consent of Counsel filed via EDGAR with Post-Effective Amendment No. 43 (File No. 033-19423) on May 17, 2006 and incorporated herein by reference.

j.* Consent of Independent Registered Public Accounting Firm, filed via EDGAR herewith.

k. Not applicable.

l.1. Form of Purchase Agreement relating to Initial Capital filed via EDGAR with Post-Effective Amendment No. 3 (File No. 033-64915) on February 28, 1997 and incorporated herein by reference.

l.2. Subscription Agreement dated January 14, 1999 between Registrant and FDI Distribution Services, Inc. relating to Advisor Shares filed via EDGAR with Post-Effective Amendment No. 10 (File No. 033-64915) on March 2, 1999 and incorporated herein by reference.

l.3. Subscription Agreement dated December 6, 2000 between Registrant and Provident Distributors, Inc. relating to B Shares filed via EDGAR with Post-Effective Amendment No. 18 (File No. 033-64915) on December 28, 2000 and incorporated herein by reference.

m.1.* Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940, dated March 1, 2007, filed via EDGAR herewith.

m.2.* Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940, dated March 1, 2007, filed via EDGAR herewith.

m.3.* A Shares Amended and Restated Shareholder Services Plan Not Pursuant to Rule 12b-1 under the Investment Company Act of 1940, dated March 1, 2007, filed via EDGAR herewith.

m.4.* Exchange Shares Amended and Restated Shareholder Services Plan No Pursuant to Rule 12b-1 under the Investment Company Act of 1940, dated March 1, 2007, filed via EDGAR herewith

m.5.* I Shares Amended and Restated Shareholder Services Plan Not Pursuant to Rule 12b-1 under the Investment Company Act of 1940, dated March 1, 2007, filed via EDGAR herewith.

n.* 2006 Amended and Restated Rule 18f-3 Multi-Class Distribution Plan, adopted August 23, 2006, filed via EDGAR herewith.

o. Reserved.

p.1. Code of Ethics of the Phoenix Funds and the Distributor (PEPCO) dated February 2006, filed via EDGAR with Post-Effective Amendment No. 44 (File No. 033-64915) on June 2, 2006 and incorporated herein by reference.

p.2. Amended and Restated Code of Ethics of the PIC dated February 2006, filed via EDGAR with Post-Effective Amendment No. 42 (File 033-64915) on May 5, 2006 and incorporated herein by reference.

p.3.* Standards of Business Conduct and Code of Ethics of Harris as amended January 3, 2007 filed via EDGAR herewith.

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p.4. Code of Ethics of Vontobel (January 2006) filed via EDGAR with Post-Effective Amendment No. 44 (File No. 033-64915) on June 2, 2006 and incorporated herein by reference.

p.5. Code of Ethics of SCM Advisors dated January 3, 2006 filed via EDGAR with Post-Effective Amendment No. 44 (File No. 033-64915) on June 2, 2006 and incorporated herein by reference.

q.* Power of Attorney for all Trustees dated November 15, 2006, filed via EDGAR herewith.


*Filed herewith.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
None.

ITEM 25. INDEMNIFICATION
Under Section 4.3 of the Registrant's Declaration of Trust, any past or present Trustee or officer of the Registrant (including persons who serve at the Registrant's request as directors, officers or trustees of another organization in which the Registrant has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a "Covered Person") shall be indemnified to the fullest extent permitted by law against all liability and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding to which he or she may be a party or otherwise involved by reason of his or her being or having been a Covered Person. That provision does not authorize indemnification when it is determined, in the manner specified in the Declaration of Trust, that such Covered Person has not acted in good faith in the reasonable belief that his or her actions were in or not opposed to the best interests of the Registrant. Moreover, that provision does not authorize indemnification when it is determined, in the manner specified in the Declaration of Trust, that such covered person would otherwise be liable to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. Expenses may be paid by the Registrant in advance of the final disposition of any claim, action, suit or proceeding upon receipt of an undertaking by such Covered Person to repay such expenses to the Registrant in the event that it is ultimately determined that indemnification of such expenses is not authorized under the Declaration of Trust and the Covered Person either provides security for such undertaking or insures the Registrant against losses from such advances or the disinterested Trustees or independent legal counsel determines, in the manner specified in the Declaration of Trust, that there is reason to believe the Covered Person will be found to be entitled to indemnification. This description is modified in its entirety by the provision of Section 4.3 of the Registrant's Declaration of Trust contained in the Registration Statement filed on December 12, 1995 as Exhibit No. 1 and incorporated herein by reference.

The Investment Advisory Agreement, Underwriting Agreement, Custodian Agreement and Transfer Agency Agreement, as amended, each provides that the Trust will indemnify the other party (or parties, as the case may be) to the Agreement for certain losses.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer or controlling person of the Registrant in connection with the successful defense of any claim, action, suit or proceeding) is asserted against the Registrant by such Trustee, officer or controlling person in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Registrant and its Trustees, officers and employees are insured, under a policy of insurance maintained by the Registrant, within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been such Trustees or officers. The policy expressly excludes coverage for any Trustee or officer for any claim arising out of any fraudulent act or omission, any dishonest act or omission or any criminal act or omission of the Trustee or officer.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER AND SUBADVISERS ("ADVISERS")

See "Management of the Funds" in the Prospectus and "Services of the Adviser and Subadvisers" and "Management of the Trust" in the Statement of Additional Information for information which is included in this Post-Effective Amendment regarding the business of the Adviser-and Subadvisers. For information as to the business, profession, vocation or employment of a substantial nature of directors and officers of the Adviser and Subadvisers, reference is made to the Adviser's and Subadvisers' current Form ADV (PIC: SEC File No. 801-5995; Harris:
SEC File No. 801-35533; Vontobel: SEC File No. 801-

C-3

21953 and SCM Advisors: SEC File No. 801-51559) filed under the Investment Advisers Act of 1940, incorporated herein by reference.

ITEM 27. PRINCIPAL UNDERWRITER
(a) PEPCO serves as the principal underwriter for the following registrants:

Phoenix Adviser Trust, Phoenix Asset Trust, Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series Fund, Phoenix Equity Trust, Phoenix Insight Funds Trust, Phoenix Institutional Mutual Funds, Phoenix Investment Series Fund, Phoenix Investment Trust 97, Phoenix Investment Trust 06, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix Opportunities Trust, Phoenix PHOLIOs(SM), Phoenix Portfolios, Phoenix Series Fund, Phoenix Strategic Equity Series Fund, Phoenix Life Variable Universal Life Account, Phoenix Life Variable Accumulation Account, PHL Variable Accumulation Account, Phoenix Life and Annuity Variable Universal Life Account, PHLVIC Variable Universal Life Account and PHL Variable Separate Account MVA1.

(b) Directors and executive officers of PEPCO are as follows:

         NAME AND PRINCIPAL                          POSITIONS AND OFFICES                       POSITIONS AND OFFICES
          BUSINESS ADDRESS                              WITH DISTRIBUTOR                            WITH REGISTRANT
          ----------------                              ----------------                            ---------------


George R. Aylward                              Director and                                   President
56 Prospect Street                             Executive Vice President
P.O. Box 150480
Hartford, CT 06115-0480


John H. Beers                                  Vice President                                 Assistant Secretary
One American Row                               and Secretary
P.O. Box 5056
Hartford, CT 06102-5056

Kevin J. Carr                                  Vice President                                 Vice President, Counsel,
One American Row                               and Assistant Secretary                        Chief Legal Officer and
P.O. Box 5056                                                                                 Secretary
Hartford, CT 06102-5056

John R. Flores                                 Vice President and                             Anti-Money Laundering
One American Row                               Anti-Money Laundering                          Officer and Assistant
P.O. Box 5056                                  Officer                                        Secretary
Hartford, CT 06102-5056


Stephen D. Gresham                             Director and Senior Vice                       None
56 Prospect Street                             President
P.O. Box 150480
Hartford, CT 06115-0480


Michael E. Haylon                              Director                                       None
One American Row
P.O. Box 5056
Hartford, CT 06102-5056

David C. Martin                                Vice President and                             None
One American Row                               Chief Compliance Officer
P.O. Box 5056
Hartford, CT 06102-5056

Glenn H. Pease                                 Vice President, Finance and                    None
56 Prospect Street                             Treasurer
P.O. Box 150480
Hartford, CT 06115-0480


David R. Pellerin                              Vice President and Chief                       None
One American Row                               Financial Officer
P.O. Box 5056
Hartford, CT 06102-5056

C-4

         NAME AND PRINCIPAL                          POSITIONS AND OFFICES                       POSITIONS AND OFFICES
          BUSINESS ADDRESS                              WITH DISTRIBUTOR                            WITH REGISTRANT
          ----------------                              ----------------                            ---------------

Jacqueline M. Porter                           Assistant Vice President                       Vice President and
56 Prospect Street                                                                            Assistant Treasurer
P.O. Box 150480
Hartford, CT 06115-0480


Francis G. Waltman                             Director and President                         Senior Vice President
56 Prospect Street
P.O. Box 150480
Hartford, CT 06115-0480

(c) To the best of the Registrant's knowledge, no commissions or other compensation was received by any principal underwriter who is not an affiliated person of the Registrant or an affiliated person of such affiliated person, directly or indirectly, from the Registrant during the Registrant's last fiscal year.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder include:

Secretary of the Fund:                         Principal Underwriter, Administrator and
    Kevin J. Carr, Esq.                        Transfer Agent:
    One American Row                                Phoenix Equity Planning Corporation
    P.O. Box 5056                                   One American Row
    Hartford, CT 06102-5056                         P.O. Box 5056
                                                    Hartford, CT 06102-5056
Investment Adviser:
    Phoenix Investment Counsel, Inc.           Custodian:
    56 Prospect Street                              PFPC Trust Company
    P.O. Box 150480                                 301 Bellevue Parkway
    Hartford, CT 06115-0480                         Wilmington, DE 19809

Investment Subadvisers:
    Harris Investment Management, Inc.
    190 South LaSalle Street, 4th Floor
    Chicago, IL 60603


    Vontobel Asset Management, Inc.
    450 Park Avenue
    New York, NY 10022


    SCM Advisors LLC
    909 Montgomery Street
    San Francisco, CA 94133

ITEM 29. MANAGEMENT SERVICES
None.

ITEM 30. UNDERTAKINGS
None.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Hartford, and State of Connecticut on the 24th day of April, 2007.

PHOENIX INSIGHT FUNDS TRUST

ATTEST: /S/ KEVIN J. CARR                      BY: /S/ GEORGE R. AYLWARD
            -----------------------                -----------------------------
            KEVIN J. CARR                              GEORGE R. AYLWARD
            SECRETARY                                  PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities indicated, on this 24th day of April, 2007.

                        Signature                      Title
                        ---------                      -----


        /s/ George R. Aylward                Trustee and President
        ----------------------------------   (principal executive officer)
        George R. Aylward

        /s/ W. Patrick Bradley               Chief Financial Officer
        ----------------------------------   (principal financial and accounting
        W. Patrick Bradley and Treasurer     officer)


                                             Trustee
        ----------------------------------
        E. Virgil Conway*

                                             Trustee
        ----------------------------------
        Harry Dalzell-Payne*

                                             Trustee
        ----------------------------------
        Francis E. Jeffries*

                                             Trustee
        ----------------------------------
        Leroy Keith, Jr.*

                                             Trustee
        ----------------------------------
        Marilyn E. LaMarche*

                                             Chairman and Trustee
        ----------------------------------
        Philip R. McLoughlin*
                                             Trustee

        ----------------------------------
        Geraldine McNamara*

                                             Trustee
        ----------------------------------
        James M. Oates*

                                             Trustee
        ----------------------------------
        Richard E. Segerson*


                                             Trustee
        ----------------------------------
        Ferdinand L.J. Verdonck*


*By /s/ George R. Aylward
    --------------------------------------

* George R. Aylward, Attorney-in-fact pursuant to powers of attorney.

S-1

EXHIBIT (a)(10)

AMENDMENT DATED NOVEMBER 16, 2006 TO THE DECLARATION OF TRUST


PHOENIX INSIGHT FUNDS TRUST
(THE "TRUST")

AMENDMENT DATED NOVEMBER 16, 2006 TO THE DECLARATION OF TRUST

Article II, Sections 2.11 and 2.12 are amended and restated as follows:

ARTICLE II

Trustees

Section 2.11. Number of Trustees. The number of Trustees shall be set by resolution of the Board of Trustees of the Trust.

Section 2.12. Election and Tenure. Except for the Trustees appointed to fill vacancies pursuant to Section 2.14 hereof, the Trustees shall be elected by the Shareholders owning of record a plurality of the Shares voting at a meeting of Shareholders on a date fixed by the Trustees. The tenure of Trustees shall be set by resolution of the Board of Trustees of the Trust. In the event that less than a majority of the Trustees holding office have been elected by the Shareholders, to the extent required by the 1940 Act, the Trustees then in office shall call a Shareholders' meeting for the election of Trustees. Any Trustee may resign at any time by written instrument signed by her or him and delivered to any officer of the Trust or to the Secretary of any meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following her or his resignation or removal, or any right to damages on account of such removal. Any Trustee may be removed with or without cause at any meeting of Shareholders by a vote of two-thirds of the outstanding Shares of the Trust or by a vote of two-thirds of the number of Trustees prior to such removal.

[Signature Page Follows]


IN WITNESS WHEREOF, the undersigned being a majority of the current Trustees of the Trust, have executed this instrument as of this 16th day of November, 2006.

/s/ George R. Aylward
--------------------------------------------
George R. Aylward

/s/ E. Virgil Conway
--------------------------------------------
E. Virgil Conway

/s/ Harry Dalzell-Payne
--------------------------------------------
Harry Dalzell-Payne

/s/ Francis E. Jeffries
-------------------------------------------
Francis E. Jeffries

/s/ Leroy Keith, Jr.
--------------------------------------------
Leroy Keith, Jr.

/s/ Marilyn E. LaMarche
--------------------------------------------
Marilyn E. LaMarche

/s/ Philip R. McLoughlin
--------------------------------------------
Philip R. McLoughlin

/s/ Geraldine M. McNamara
--------------------------------------------
Geraldine M. McNamara

/s/ James M. Oates
--------------------------------------------
James M. Oates

/s/ Richard E. Segerson
--------------------------------------------
Richard E. Segerson

/s/ Ferdinand L. J. Verdonck
--------------------------------------------
Ferdinand L. J. Verdonck


EXHIBIT (b)(1)

AMENDED AND RESTATED
BY-LAWS
of
PHOENIX INSIGHT FUNDS TRUST


AMENDED AND RESTATED

BY-LAWS

of

PHOENIX INSIGHT FUNDS TRUST

A Massachusetts Business Trust

INTRODUCTION

A. Agreement and Declaration of Trust. These By-Laws shall be subject to the Agreement and Declaration of Trust, as may be amended from time to time (the "Declaration of Trust"), of Phoenix Insight Funds Trust, a Massachusetts business trust (the "Trust"). In the event of any inconsistency between the terms hereof and the terms of the Declaration of Trust, the terms of the Declaration of Trust shall control.

B. Definitions. Capitalized terms used herein and not herein defined are used as defined in the Declaration of Trust.

ARTICLE I

Offices

1. Principal Office. The Trustees shall fix and, from time to time, may change the location of the principal executive office of the Trust at any place within or outside the Commonwealth of Massachusetts.

2. Massachusetts Office. The Trustees shall establish a registered office in the Commonwealth of Massachusetts and shall appoint as the Trust's registered agent for service of process in the Commonwealth of Massachusetts an individual resident of the Commonwealth of Massachusetts or a Massachusetts corporation or a corporation authorized to transact business in the Commonwealth of Massachusetts; in each case the business office of such registered agent for service of process shall be identical with the registered Massachusetts office of the Trust.

3. Other Offices. The Trustees may at any time establish branch or subordinate offices at any place or places where the Trust intends to do business.


ARTICLE II

Meetings of Shareholders

1. Place of Meetings. Meetings of Shareholders shall be held at any place designated by the Trustees. In the absence of any such designation, Shareholders' meetings shall be held at the principal executive office of the Trust.

2. Call of Meetings. Meetings of the Shareholders may be called at any time by the Trustees or by the President for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as herein provided or provided in the Declaration of Trust or upon any other matter as to which such vote or authority is deemed by the Trustees or the President to be necessary or desirable. To the extent required by the 1940 Act, meetings of the Shareholders for the purpose of voting on the removal of any Trustee shall be called promptly by the Trustees upon the written request of Shareholders holding at least ten percent (10%) of the outstanding Shares entitled to vote.

3. Notice of Meetings of Shareholders. All notices of meetings of Shareholders shall be sent or otherwise given in accordance with Section 4 of this Article II not less than ten (10) nor more than ninety (90) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting, and (ii) the general nature of the business to be transacted. The notice of any meeting at which Trustees are to be elected also shall include the name of any nominee or nominees whom at the time of the notice are intended to be presented for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a Trustee has a direct or indirect financial interest, (ii) an amendment of the Agreement and Declaration of Trust of the Trust, (iii) a reorganization of the Trust, or (iv) a voluntary dissolution of the Trust, the notice shall also state the general nature of that proposal.

4. Manner of Giving Notice; Affidavit of Notice. Notice of any meeting of Shareholders shall be given either personally or by mail or telegraphic or other written communication, charges prepaid, addressed to the Shareholder at the address of that Shareholder appearing on the books of the Trust or its transfer agent or given by the Shareholder to the Trust for the purpose of notice. If no such address appears on the Trust's books or is given, notice shall be deemed to have been given if sent to that Shareholder by mail or telegraphic or other written communication to the Trust's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication or, where notice is given by publication, on the date of publication.

If any notice addressed to a Shareholder at the address of that Shareholder appearing on the books of the Trust is returned to the Trust by the United States Postal Service marked to indicate that the Postal Service is unable to deliver the notice to the Shareholder at that address,

2

all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the Shareholder on written demand of the Shareholder at the principal executive office of the Trust for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any meeting of Shareholders shall be filed and maintained in the minute book of the Trust.

5. Adjourned Meeting; Notice. Any meeting of Shareholders, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the Shares represented at that meeting, either in person or by proxy.

When any meeting of Shareholders is adjourned to another time or place, notice need not be given of the adjourned meeting at which the adjournment is taken, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than sixty (60) days from the date set for the original meeting, in which case the Trustees shall set a new record date. Notice of any such adjourned meeting shall be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3 and 4 of this Article II. At any adjourned meeting, the Trust may transact any business which might have been transacted at the original meeting.

6. Voting. The Shareholders entitled to vote at any meeting of Shareholders shall be determined in accordance with the provisions of the Declaration of Trust of the Trust, as in effect at such time. The Shareholders' vote may be by voice vote or by ballot, provided, however, that any election for Trustees must be by ballot if demanded by any Shareholder before the voting has begun. On any matter other than elections of Trustees, any Shareholder may vote part of the Shares in favor of the proposal and refrain from voting the remaining Shares or vote them against the proposal, but if the Shareholder fails to specify the number of Shares which the Shareholder is voting affirmatively, it will be conclusively presumed that the Shareholder's approving vote is with respect to the total Shares that the Shareholder is entitled to vote on such proposal.

7. Waiver of Notice by Consent of Absent Shareholders. The transactions of the meeting of Shareholders, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum be present either in person or by proxy and if either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of Shareholders.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting.

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8. Shareholder Action by Written Consent Without a Meeting. Except as provided in the Declaration of Trust or the 1940 Act, any action that may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by Shareholders having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shareholders entitled to vote on that action were present and voted. All such consents shall be filed with the Secretary of the Trust and shall be maintained in the Trust's records. Any Shareholder giving a written consent or a transferee of the Shares or a personal representative of the Shareholder or their respective proxy holders may revoke the consent by a writing received by the Secretary of the Trust before written consents of the number of votes required to authorize the proposed action have been filed with the Secretary.

If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the Secretary shall give prompt notice of the action approved by the Shareholders without a meeting. This notice shall be given in the manner specified in Section 4 of this Article II.

9. Record Date for Shareholder Notice, Voting and Giving Consents.

(a) For purposes of determining the Shareholders entitled to vote or act at any meeting or adjournment thereof, the Trustees may fix in advance a record date which shall not be more than ninety (90) days nor less than ten (10) days before the date of any such meeting. Without fixing a record date for a meeting, the Trustees may for voting and notice purposes close the register or transfer books for one or more Series (or Classes) for all or any part of the period between the earliest date on which a record date for such meeting could be set in accordance herewith and the date of such meeting.

If the Trustees do not so fix a record date or close the register or transfer books of the affected Series (or Classes), the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b) The record date for determining Shareholders entitled to give consent to action in writing without a meeting, (a) when no prior action of the Trustees has been taken, shall be the day on which the first written consent is given, or (b) when prior action of the Trustees has been taken, shall be (x) such date as determined for that purpose by the Trustees, which record date shall not precede the date upon which the resolution fixing it is adopted by the Trustees and shall not be more than 20 days after the date of such resolution, or (y) if no record date is fixed by the Trustees the record date shall be the close of business on the day on which the Trustees adopt the resolution relating to that action. Nothing in this Section shall be construed as precluding the Trustees from setting different record dates for different Series (or Classes). Only Shareholders of record on the record date as herein determined shall have any right to vote or to

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act at any meeting or give consent to any action relating to such record date, notwithstanding any transfer of Shares on the books of the Trust after such record date.

10. Proxies. Subject to the provisions of the Declaration of Trust, every Person entitled to vote for Trustees or on any other matter shall have the right to do so either in person or by proxy, provided that either (i) an instrument authorizing such a proxy to act is executed by the Shareholder in writing and dated not more than eleven (11) months before the meeting, unless the instrument specifically provides for a longer period or (ii) the Trustees adopt an electronic, telephonic, computerized or other alternative to execution of a written instrument authorizing the proxy to act which authorization is received not more than eleven (11) months before the meeting. A proxy shall be deemed executed by a Shareholder if the Shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder's attorney-in-fact or other authorized agent. A valid proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Trust stating that the proxy is revoked, by a subsequent proxy executed by or attendance at the meeting and voting in person by the person executing that proxy or revoked by such person using any electronic, telephonic, computerized or other alternative means authorized by the Trustees for authorizing the proxy to act; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Trust before the vote pursuant to that proxy is counted. A proxy with respect to Shares held in the name of two or more Persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

11. Inspectors of Election. Before any meeting of Shareholders, the Trustees may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the Chairman of the meeting may appoint inspectors of election at the meeting. The number of inspectors shall be two (2). If any person appointed as inspector fails to appear or fails or refuses to act, the Chairman of the meeting may appoint a person to fill the vacancy.

These inspectors shall:

(a) Determine the number of Shares outstanding and the voting power of each, the Shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;

(b) Receive votes, ballots or consents;

(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;

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(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

(g) Do any other acts that may be proper to conduct the election or vote with fairness to all Shareholders.

12. Quorum. Thirty three and one third percent (33-1/3%) of the votes entitled to be cast shall constitute a quorum at any meeting of the Shareholders of the Trust or of a Series or Class thereof, but any lesser number shall be sufficient for adjournments.

ARTICLE III

Trustees

1. Powers. Subject to the applicable provisions of the 1940 Act, the Declaration of Trust and these By-Laws relating to action required to be approved by the Shareholders, the business and affairs of the Trust shall be managed and all powers shall be exercised by or under the direction of the Trustees.

2. Number of Trustees. The exact number of Trustees within any limits specified in the Declaration of Trust shall be fixed from time to time by a resolution of the Trustees.

3. Vacancies. Vacancies in the authorized number of Trustees may be filled as provided in the Declaration of Trust.

4. Place of Meetings and Meetings by Telephone. All meetings of the Trustees may be held at any place that has been designated from time to time by resolution of the Trustees. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Trust. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Trustees participating in the meeting can hear one another and, except as provided under the 1940 Act, all such Trustees shall be deemed to be present in person at the meeting.

5. Regular Meetings. Regular meetings of the Trustees shall be held without call at such time as shall from time to time be fixed by the Trustees. Such regular meetings may be held without notice.

6. Special Meetings. Special meetings of the Trustees for any purpose or purposes may be called at any time by the President or any Vice President or the Secretary or any two (2) Trustees.

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Notice of the time and place of special meetings shall be delivered personally or by telephone to each Trustee or sent by first-class mail, by telegram or telecopy (or similar electronic means) or by nationally recognized overnight courier, charges prepaid, addressed to each Trustee at that Trustee's address as it is shown on the records of the Trust. In case the notice is mailed, it shall be deposited in the United States mail at least seven (7) calendar days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or by telegram, telecopy (or similar electronic means) or overnight courier, it shall be given at least forty-eight
(48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Trustee or to a person at the office of the Trustee who the person giving the notice has reason to believe will promptly communicate it to the Trustee. The notice need not specify the purpose of the meeting or the place if the meeting is to be held at the principal executive office of the Trust.

7. Quorum. A third of the authorized number of Trustees shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 9 of this Article III. Every act or decision done or made by a majority of the Trustees present at a meeting duly held at which a quorum is present shall be regarded as the act of the Trustees, subject to the provisions of the Declaration of Trust. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Trustees if any action taken is approved by at least a majority of the required quorum for that meeting.

8. Waiver of Notice. Notice of any meeting need not be given to any Trustee who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Trust or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Trustee who attends the meeting without protesting before or at its commencement the lack of notice to that Trustee.

9. Adjournment. A majority of the Trustees present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

10. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in
Section 6 of this Article III to the Trustees who were present at the time of the adjournment.

11. Action Without a Meeting. Unless the 1940 Act requires that a particular action be taken only at a meeting at which the Trustees are present in person, any action to be taken by the Trustees at a meeting may be taken without such meeting by the written consent of a majority of the Trustees then in office. Any such written consent may be executed and given by telecopy or similar electronic means. Such written consents shall be filed with the minutes of the proceedings of the Trustees. If any action is so taken by the Trustees by the written consent of

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less than all of the Trustees, prompt notice of the taking of such action shall be furnished to each Trustee who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

12. Fees and Compensation of Trustees. Trustees and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the Trustees. This Section 12 shall not be construed to preclude any Trustee from serving the Trust in any other capacity as an officer, agent, employee, or otherwise and receiving compensation for those services.

13. Delegation of Power to Other Trustees. Any Trustee may, by power of attorney, delegate his or her power for a period not exceeding six (6) months at any one time to any other Trustee or Trustees; provided that in no case shall fewer than two (2) Trustees personally exercise the powers granted to the Trustees, except as otherwise expressly provided herein or by resolution of the Trustees. Except where applicable law may require a Trustee to be present in person, a Trustee represented by another Trustee pursuant to such power of attorney shall be deemed to be present for purposes of establishing a quorum and satisfying the required vote of Trustees.

14. Chairman. The Trustees may elect a Chairman. The Chairman, if such is elected, shall if present preside at meetings of the Trustees and shall, subject to the control of the Trustees, have general supervision, direction and control of the business and the officers of the Trust and exercise and perform such other powers and duties as may be from time to time assigned to him by the Trustees or prescribed by the Declaration of Trust or these By-Laws. The Chairman, if there be one, shall be a Trustee and may but need not be a Shareholder.

ARTICLE IV

Committees

1. Committees of Trustees. The Trustees may by resolution designate one or more committees, each consisting of two (2) or more Trustees, to serve at the pleasure of the Trustees. The Trustees may designate one or more Trustees as alternate members of any committee who may replace any absent member at any meeting of the committee. Any committee to the extent provided in the resolution of the Trustee, shall have the authority of the Trustees, except with respect to:

(a) the approval of any action which under applicable law requires approval by a majority of the entire authorized number of Trustees or certain Trustees;

(b) the filling of vacancies of Trustees;

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(c) the fixing of compensation of the Trustees for services generally or as a member of any committee;

(d) the amendment or termination of the Declaration of Trust or any Series or Class or amendment of the By-Laws or the adoption of new By-Laws;

(e) the amendment or repeal of any resolution of the Trustees which by its express terms is not so amendable or repealable;

(f) a distribution to the Shareholders of the Trust, except at a rate or in a periodic amount or within a designated range determined by the Trustees; or

(g) the appointment of any other committees of the Trustees or the members of such new committees.

2. Meetings and Action of Committees. Meetings and action of committees shall be governed by and held and taken in accordance with the provisions of Article III of these By-Laws, with such changes in the context thereof as are necessary to substitute the committee and its members for the Trustees generally, except that the time of regular meetings of committees may be determined either by resolution of the Trustees or by resolution of the committee. Special meetings of committees may also be called by resolution of the Trustees. Alternate members shall be given notice of meetings of committees and shall have the right to attend all meetings of committees. The Trustees may adopt rules for the governance of any committee not inconsistent with the provisions of these By-Laws.

ARTICLE V

Officers

1. Officers. The officers of the Trust shall be a President, a Secretary, a Chief Compliance Officer and a Treasurer. The Trust may also have, at the discretion of the Trustees, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person. Any officer may but need not be a Trustee or Shareholder.

2. Election of Officers. The officers of the Trust, except such officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article V, shall be chosen by the Trustees, and each shall serve at the pleasure of the Trustees, subject to the rights, if any, of an officer under any contract of employment.

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3. Subordinate Officers. The Trustees may appoint and may empower the President to appoint such other officers as the business of the Trust may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these By-Laws or as the Trustees may from time to time determine.

4. Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Trustees at any regular or special meeting of the Trustees. With the exception of the Chief Compliance Officer, any officer may be removed by the principal executive officer or by such other officer upon whom such power of removal may be conferred by the Trustees.

Any officer may resign at any time by giving written notice to the Trust. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Trust under any contract to which the officer is a party.

5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these By-Laws for regular appointment to that office. The President may make temporary appointments to a vacant office pending action by the Trustees, except in the case of the Chief Compliance Officer.

6. President. The President shall be the chief operating officer of the Trust and shall, subject to the control of the Trustees and the Chairman, have general supervision, direction and control of the business and the officers of the Trust. He or she shall preside at all meetings of the Trustees in the absence of the Chairman. He or she shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Trustees, the Declaration of Trust or these By-Laws.

7. Vice Presidents. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Trustees or if not ranked, the Executive Vice President (who shall be considered first ranked) and such other Vice Presidents as shall be designated by the Trustees, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Trustees, the President or by these By-Laws.

8. Secretary. The Secretary shall keep or cause to be kept at the principal executive office of the Trust or such other place as the Trustees may direct a book of minutes of all meetings and actions of Trustees, committees of Trustees and Shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Trustees' meetings or committee meetings, the number of Shares present or represented at meetings of Shareholders and the proceedings.

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The Secretary shall keep or cause to be kept at the principal executive office of the Trust or at the office of the Trust's transfer agent or registrar, a Share register or a duplicate Share register showing the names of all Shareholders and their addresses, the number and classes of Shares held by each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Trustees (or committees thereof) required to be given by these By-Laws or by applicable law and shall have such other powers and perform such other duties as may be prescribed by the Trustees or by these By-Laws.

9. Chief Compliance Officer. The Chief Compliance Officer shall be elected by a majority of the Trustees, including a majority of the Trustees who are not interested persons pursuant to Section 2(a)(19) of the Investment Company Act of 1940 (the "1940 Act"), and otherwise in accordance with Rule 38a-1 under the 1940 Act. The Chief Compliance Officer shall perform the duties and have the responsibilities outlined in Rule 38a-1 of the 1940 Act and shall perform such other duties and have such other responsibilities as from time to time may be assigned to him by the Trustees. The Chief Compliance Officer's compensation shall be determined by the Trustees. The Chief Compliance Officer shall report directly to the Trustees or a committee of the Trustees in carrying out his functions.

10. Treasurer. The Treasurer shall be the chief financial officer and chief accounting officer of the Trust and shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Trust and each Series and Class thereof, including accounts of the assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings of all Series and Classes thereof. The books of account shall at all reasonable times be open to inspection by any Trustee.

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Trust with such depositaries as may be designated by the Board of Trustees. He or she shall disburse the funds of the Trust as may be ordered by the Trustees, shall render to the President and Trustees, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Trust and shall have other powers and perform such other duties as may be prescribed by the Trustees or these By-Laws.

ARTICLE VI

Indemnification of Trustees, Officers, Employees and Other Agents

1. Agents, Proceedings, Expenses. For the purpose of this Article, "agent" means any Person who is or was a Trustee, officer, employee or other agent of the Trust or is or was

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serving at the request of the Trust as a trustee, director, officer, employee or agent of another organization in which the Trust has any interest as a Shareholder, creditor or otherwise: "proceeding" means any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including appeals); and "expenses" includes, without limitation, accountant's and attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and all other liabilities whatsoever.

2. Indemnification. Subject to the exceptions and limitations contained in Section 3 below, every agent shall be indemnified by the Trust to the fullest extent permitted by law against all liabilities and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been an agent.

3. Limitations, Settlements. No indemnification shall be provided hereunder to an agent:

(a) who shall have been adjudicated by the court or other body before which the proceeding was brought to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office (collectively, "disabling conduct"); or

(b) with respect to any proceeding disposed of (whether by settlement, pursuant to a consent decree or otherwise) without an adjudication by the court or other body before which the proceeding was brought that such agent was liable to the Trust or its Shareholders by reason of disabling conduct, unless there has been a determination that such agent did not engage in disabling conduct:

(i) by the court or other body before which the proceeding was brought;

(ii) by at least a majority of those Trustees who are neither Interested Persons (within the meaning of the 1940 Act) of the Trust nor are parties to the proceeding based upon a review of readily available facts (as opposed to a full trial-type inquiry); or

(iii) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry);

provided, however, that indemnification shall be provided hereunder to an agent with respect to any proceeding in the event of (1) a final decision on the merits by the court or other body before which the proceeding was brought that the agent was not liable by reason of disabling conduct, or (2) the dismissal of the proceeding by the court or other body before which it was brought for insufficiency of evidence of any disabling conduct with which such agent has been charged.

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4. Insurance, Rights Not Exclusive. The rights of indemnification herein provided may be insured against by policies maintained by the Trust on behalf of any agent, shall be severable, shall not be exclusive of or affect any other rights to which any agent may now or hereafter be entitled and shall inure to the benefit of the heirs, executors and administrators of any agent.

5. Advance of Expenses. Expenses incurred by an agent in connection with the preparation and presentation of a defense to any proceeding may be paid by the Trust from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such agent that such amount will be paid over by him or her to the Trust if it is ultimately determined that he or she is not entitled to indemnification under this Article VI; provided, however, that
(a) such agent shall have provided appropriate security for such undertaking,
(b) the Trust is insured against losses arising out of any such advance payments or (c) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the proceeding, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such agent will be found entitled to indemnification under this Article VI.

6. Experts and Lead Independent Trustee. The appointment, designation or identification of a Trustee as Chairman or Co-Chairman of the Board of Trustees, a member or chair of a committee of the Board of Trustees, an expert on any topic or in any area (including an audit committee financial expert), or the lead independent Trustee, shall not (a) impose on that person any duty, obligation or liability that is greater than the duties, obligations and liabilities imposed on that person as a Trustee in the absence of the appointment, designation or identification or (b) affect in any way such Trustee's rights or entitlement to indemnification in such absence, and no Trustee who has special skills or expertise, or is appointed, designated or identified as an expert as aforesaid, shall (x) be held to a higher standard of care by virtue thereof or (y) be limited with respect to indemnification to which such Trustee would otherwise be entitled.

7. Fiduciaries of Employee Benefit Plan. This Article does not apply to any proceeding against any Trustee, investment manager or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of this Trust as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a Trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article.

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ARTICLE VII

Records and Reports

1. Maintenance and Inspection of Share Registrar. The Trust shall maintain at its principal executive office or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Trustees, a record of its Shareholders, giving the names and addresses of all Shareholders and the number and Series (and, as applicable, Class) of Shares held by each Shareholder. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Trustees from time to time, the record of the Trust's Shareholders shall be open to inspection upon the written request of any Shareholder at any reasonable time during usual business hours for a purpose reasonably related to the holder's interests as a Shareholder.

2. Maintenance and Inspection of By-Laws. The Trust shall keep at its principal executive office the original or a copy of these By-Laws as amended to date, which shall be open to inspection by the Shareholders at all reasonable times during office hours.

3. Maintenance and Inspection of Other Records. The accounting books and records and minutes of proceedings of the Shareholders and the Trustees and any committee or committees of the Trustees shall be kept at such place or places designated by the Trustees or in the absence of such designation, at the principal executive office of the Trust. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. Minutes and accounting books and records shall be open to inspection upon the written request of any Shareholder at any reasonable time during usual business hours for a purpose reasonably related to the holder's interests as a Shareholder. Any such inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Notwithstanding the foregoing, the Trustees shall have the right to keep confidential from Shareholders for such period of time as the Trustees deem reasonable, any information which the Trustees reasonably believe to be in the nature of trade secrets or other information the disclosure of which the Trustees in good faith believe is not in the best interests of the Trust or could damage the Trust or its business or which the Trust is required by law or by agreement with a third party to keep confidential.

4. Inspection by Trustees. Every Trustee shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

5. Financial Statements. A copy of any financial statements and any income statement of the Trust for each semi-annual period of each fiscal year and accompanying balance sheet of the Trust as of the end of each such period that has been prepared by the Trust shall be kept on file in the principal executive office of the Trust for at least twelve (12) months and each

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such statement shall be exhibited at all reasonable times to any Shareholder demanding an examination of any such statement or a copy shall be mailed to any such Shareholder.

The semi-annual income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the Trust or the certificate of an authorized officer of the Trust that the financial statements were prepared without audit from the books and records of the Trust.

ARTICLE VIII

General Matters

1. Checks, Drafts, Evidence of Indebtedness. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Trust shall be signed or endorsed in such manner and by such person or persons as shall be designated from time to time in accordance with the resolution of the Board of Trustees.

2. Contracts and Instruments; How Executed. The Trustees, except as otherwise provided in these By-Laws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Trust and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Trustees or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Trust by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

3. Certificates for Shares. The Trustees may at any time authorize the issuance of Share certificates for any one or more Series or Classes. In that event, each Shareholder of an affected Series or Class shall be entitled upon request to receive a certificate evidencing such Shareholder's ownership of Shares of the relevant Series or Class (in such form as shall be prescribed from time to time by the Trustees). All certificates shall be signed in the name of the Trust by the President or Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of Shares and the Series of Shares owned by the Shareholders. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the Trust with the same effect as if that person were an officer, transfer agent or registrar at the date of issue. Notwithstanding the foregoing, the Trust may adopt and use a system of issuance, recordation and transfer of its Shares by electronic or other means.

4. Lost Certificates. Except as provided in this Section 4, no new certificates for Shares shall be issued to replace an old certificate unless the latter is surrendered to the Trust and

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canceled at the same time. The Trustees may, in the event any Share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Trustees may require, including a provision for indemnification of the Trust secured by a bond or other adequate security sufficient to protect the Trust against any claim that may be made against it, including any expense or liability on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

5. Representation of Shares of Other Entities held by Trust. The President or any Vice President or any other person authorized by the Trustees or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Trust any and all Shares of any corporation, partnership, trusts, or other entities, foreign or domestic, standing in the name of the Trust. The authority granted may be exercised in person or by a proxy duly executed by such designated person.

6. Fiscal Year. The fiscal year of the Trust shall be fixed and refixed or changed from time to time by the Trustees. The fiscal year of the Trust shall be the taxable year of each Series and Class of the Trust.

7. Seal. The seal of the Trust shall consist of a flat-faced dye with the words "Phoenix Insight Funds Trust, Massachusetts Business Trust, 1995" cut or engraved thereon. However, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust.

ARTICLE IX

Amendments

1. Amendment. Except as otherwise provided by applicable law or by the Declaration of Trust, these By-Laws may be restated, amended, supplemented or repealed by the Trustees, provided that no restatement, amendment, supplement or repeal hereof shall limit the rights to indemnification or insurance provided in Article VI hereof with respect to any acts or omissions of agents (as defined in Article VI) of the Trust prior to such amendment.

2. Incorporation by Reference into Agreement and Declaration of Trust by the Trust. These By-Laws and any amendments thereto shall be deemed incorporated by reference in the Declaration of Trust.

Adopted: August 23, 2006

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EXHIBIT e.2

FORM OF SALES AGREEMENT


[LOGO]PHOENIXFUNDS(SM)
A member of The Phoenix Companies, Inc.

PHOENIX EQUITY PLANNING CORPORATION
56 Prospect St.
P.O. Box 150480
Hartford, CT 06115-0480

PHOENIX FUNDS
SALES AGREEMENT

To: Dealer Name _______________________________________________________________

Address ___________________________________________________________________


City, State, Zip __________________________________________________________

Attention _________________________________________________________________

Telephone Number __________________________________________________________

Phoenix Equity Planning Corporation ("PEPCO", "we", "us", or "our") invites you to participate in the sale and distribution of shares of registered investment companies (which shall collectively be referred to hereinafter as the "Funds") for which we are national distributor or principal underwriter, and which may be listed in Annex A hereto which such Annex may be amended by us from time to time. Upon acceptance of this agreement by PEPCO, you may offer and sell shares of each of the Funds (hereafter "Shares") subject, however, to the terms and conditions hereof including our right to suspend or cease the sale of such shares. For the purposes hereof, the above referenced dealer shall be referred to as "you".

1. You understand and agree that in all sales of Shares to the public, you shall act as dealer for your own account. All purchase orders and applications are subject to acceptance or rejection by us in our sole discretion and are effective only upon confirmation by us. Each purchase will be deemed to have been consummated in our principal office subject to our acceptance and effective only upon confirmation to you by us.

2. You agree that all purchases of Shares by you shall be made only for the purpose of covering purchase orders already received from your customers (who may be any person other than a securities dealer or broker) or for your own bona-fide investment.

3. You shall offer and sell Shares purchased pursuant to this agreement for the purpose of covering purchase orders of your customers, to the extent applicable, (a) at the current public offering price ("Offering Price") for Class A Shares or (b) at the Net Asset Value for Class B and Class C shares as set forth in the current prospectus of each of the funds. The offer and sale of Class B Shares by you is subject to Annex B hereto, "Compliance Standards for the Sale of the Phoenix Funds Under Their Alternative Purchase Arrangements".

4. You shall pay us for Shares purchased within three (3) business days of the date of our confirmation to you of such purchase or within such time as required by applicable rule or law. The purchase price shall be (a) the Offering Price, less only the applicable dealer discount (Dealer Discount) for Class A Shares, if applicable, or (b) the Net Asset Value, less only the applicable sales commission (Sales Commission) for Class B or Class C Shares, if applicable, as set forth in the current prospectus at the time the purchase is received by us. We have the right, without notice, to cancel any order for which payment of good and sufficient funds has not been received by us as provided in this paragraph, in which case you may be held responsible for any loss suffered by us resulting from your failure to make payment as aforesaid.


5. You understand and agree that any Dealer Discount, Sales Commission or fee is subject to change from time to time without prior notice. Any orders placed after the effective date of any such change shall be subject to the Dealer Discount or Sales Commission in effect at the time such order is received by us.

6. You understand and agree that Shares purchased by you under this Agreement will not be delivered until payment of good and sufficient funds has been received by us. Delivery of Shares will be made by credit to a shareholder open account unless delivery of certificates is specified in the purchase order. In order to avoid unnecessary delay, it is understood that, at your request, any Shares resold by you to one of your customers will be delivered (whether by credit to a shareholder open account or by delivery of certificates) in the name of your customer.

7. You understand that on all purchases of Shares to which the terms of this Agreement are applicable by a shareholder for whom you are dealer of record, we will pay you an amount equal to the Dealer Discount, Sales Commission or fees which would have been paid to you with respect to such Shares if such Shares had been purchased through you. You understand and agree that the dealer of record for this purpose shall be the dealer through whom such shareholder most recently purchased Shares of such fund, unless the shareholder or you have instructed us otherwise. You understand that all amounts payable to you under this paragraph and currently payable under this agreement will be paid as of the end of the month unless specified otherwise for the total amount of Shares to which this paragraph is applicable but may be paid more frequently as we may determine in our discretion. Your request for Dealer Discount or Sales Commission reclaims will be considered if adequate verification and documentation of the purchase in question is supplied to us, and the reclaim is requested within three years of such purchase.

8. We appoint the transfer agent (or identified sub-transfer agent) for each of the Funds as our agent to execute the purchase transaction of Shares and to confirm such purchases to your customers on your behalf, and you guarantee the legal capacity of your customers so purchasing such Shares. You further understand that if a customer's account is established without the customer signing the application form, you hereby represent that the instructions relating to the registration and shareholder options selected (whether on the application form, in some other document or orally) are in accordance with the customer's instructions and you agree to indemnify the Funds, the transfer agent (or identified sub-transfer agent) and us for any loss or liability resulting from acting upon such instructions.

9. Upon the purchase of Class A Shares pursuant to a Letter of Intent, you will promptly return to us any excess of the Dealer Discount previously allowed or paid to you over that allowable in respect to such larger purchases.

10. Unless at the time of transmitting a purchase order you advise us to the contrary, we may consider that the investor owns no other Shares and may further assume that the investor is not entitled to any lower sales charge than that accorded to a single transaction in the amount of the purchase order, as set forth in the current prospectus.

11. You understand and agree that if any Shares purchased by you under the terms of this Agreement are, within seven (7) business days after the date of our confirmation to you of the original purchase order for such Shares, repurchased by us as agent for such fund or are tendered to such fund for redemption, you shall forfeit the right to, and shall promptly pay over to us the amount of, any Dealer Discount or Sales Commission allowed to you with respect to such Shares. We will notify you of such repurchase or redemption within ten (10) days of the date upon which certificates are delivered to us or to such fund or the date upon which the holder of Shares held in a shareholder open account places or causes to be placed with us or with such fund an order to have such shares repurchased or redeemed.

12. You agree that, in the case of any repurchase of any Shares made more than seven (7) business days after confirmation by us of any purchase of such Shares, except in the case of Shares purchased from you by us for your own bona fide investment, you will act only as agent for the holders of such Shares and will place the orders for repurchase only with us. It is understood that you may charge the holder of such Shares a fair commission for handling the transaction.

13. Our obligations to you under this Agreement are subject to all the provisions of the respective distribution agreements entered into between us and each of the Funds. You understand and agree that in


performing your services under this agreement you are acting in the capacity of an independent contractor, and we are in no way responsible for the manner of your performance or for any of your acts or omissions in connection therewith. Nothing in the Agreement shall be construed to constitute you or any of your agents, employees, or representatives as our agent, partner or employee, or the agent, partner of employee of any of the Funds.

In connection with the sale and distribution of shares of Phoenix Funds, you agree to indemnify and hold us and our affiliates, employees, and/or officers harmless from any damage or expense as a result of (a) the negligence, misconduct or wrongful act by you or any employee, representative, or agent of yours and/or (b) any actual or alleged violation of any securities laws, regulations or orders. Any indebtedness or obligation of yours to us whether arising hereunder or otherwise, and any liabilities incurred or moneys paid by us to any person as a result of any misrepresentation, wrongful or unauthorized act or omission, negligence of, or failure of you or your employees, representatives or agents to comply with the Sales Agreement, shall be set off against any compensation payable under this agreement. Any differential between such expenses and compensation payable hereunder shall be payable to us upon demand. The terms of this provision shall not be impaired by the termination of this agreement.

In connection with the sale and distribution of shares of Phoenix Funds, we agree to indemnify and hold you harmless from any damage or expense on account of the gross and willful negligence, misconduct or wrongful act of us or any employee, representative, or agent of ours which arises out of or is based upon any untrue statement or alleged untrue statement of material fact, or the omission or alleged omission of a material fact in: (i) any registration statement, including any prospectus or any post-effective amendment thereto; or (ii) any material prepared and/or supplied by us for use in conjunction with the offer or sale of Phoenix Funds; or (iii) any state registration or other document filed in any state or jurisdiction in order to qualify any Fund under the securities laws of such state or jurisdiction. The terms of this provision shall not be impaired by the termination of this agreement.

14. We will supply you with reasonable quantities of the current prospectus, periodic reports to shareholders, and sales materials for each of the Funds. You agree not to use any other advertising or sales material relating to the sale of shares of any of the Funds unless other advertising or sales material is pre-approved in writing by us.

15. You agree to offer and sell Shares only in accordance with the terms and conditions of the then current prospectus of each of the Funds and subject to the provisions of this Agreement, and you will make no representations not contained in any such prospectus or any authorized supplemental sales material supplied by us. You agree to use your best efforts in the development and promotion of sales of the Shares covered by this Agreement, and agree to be responsible for the proper instruction, training and supervision of all sales representatives employed by you in order that such Shares will be offered in accordance with the terms and conditions of this Agreement and all applicable laws, rules and regulations. All expenses incurred by you in connection with your activities under this Agreement shall be borne by you. In consideration for the extension of the right to exercise telephone exchange and redemption privileges to you and your registered representatives, you agree to bear the risk of any loss resulting from any unauthorized telephone exchange or redemption instructions from you or your registered representatives. In the event we determine to refund any amounts paid by any investor by reason of such violation on your part, you shall forfeit the right to, and pay over to us, the amount of any Dealer Discount or Sales Commission allowed to you with respect to the transaction for which the refund is made.

16. You represent that you are properly registered as a broker or dealer under the Securities and Exchange Act of 1934 and are member of the National Association of Securities Dealers, Inc. (NASD) and agree to maintain membership in the NASD or in the alternative, that you are a foreign dealer not eligible for membership in the NASD. You agree to notify us promptly of any change, termination or suspension of the foregoing status. You agree to abide by all the rules and regulations of the NASD, including NASD Conduct Rule 2830, which is incorporated herein by reference as if set forth in full. You further agree to comply with all applicable state and Federal laws and the rules and regulations of applicable regulatory agencies. You further agree that you will not sell, or offer for sale, Shares in any jurisdiction in which such Shares have not been duly registered or qualified for sale. You agree to promptly notify us with respect to (a) the initiation and disposition of any formal disciplinary action by the NASD or any other agency or instrumentality having jurisdiction with respect to the subject matter hereof against you or any


of your employees or agents; (b) the issuance of any form of deficiency notice by the NASD or any such agency regarding your training, supervision or sales practices; and (c) the effectuation of any consensual order with respect thereto.

16.1 Patriot Act. You shall employ policies and procedures designed to comply with the rules and regulations promulgated from time to time by the Office of Foreign Asset Control (including transactions involving embargoed countries or Specifically Designated Nationals and Blocked Persons) and all other applicable money laundering restrictions, including, without limitation, such restrictions as may be adopted pursuant to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act) of 2001 with respect to similarly situated financial institutions as PEPCO. You agree that you will perform the Customer Identification Program requirements of the USA Patriot Act, as applicable, with respect to Accounts established and transactions made pursuant to this Agreement.

16.2 Sarbanes-Oxley Act. You agree to cooperate with PEPCO and will facilitate the filing by PEPCO, each underlying registered investment companies (collectively, the "Funds") and/or their respective officers and auditors of any and all certifications or attestations as required by the Sarbanes-Oxley Act of 2002, including, without limitation, furnishing such sub-certifications from your relevant officers with respect to the services performed by you under this Agreement as reasonably requested from time to time.

16.3 Rule 38a-1. Upon reasonable request, you agree to provide your written policies and procedures to the Funds' chief compliance officer for review and the Funds' board of trustees' approval to assist our compliance with Rule 38a-1 under the Investment Company Act of 1940, as amended. You further agree to cooperate with PEPCO in its review of such written policies and procedures, including, without limitation, furnishing such certifications and sub-certifications as PEPCO shall reasonably request from time to time. You agree that you shall promptly notify PEPCO and Funds in the event that a "material compliance matter" (as such term is defined pursuant to Rule 38a-1 under the 1940 Act) arises with respect the services you provide under this Agreement.

16.4 Late Trading. You will accept no orders for the purchase and redemption of Fund shares after 4:00 p.m. Eastern time on any Business Day. For the purposes hereof, a "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which a Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission (hereinafter, the "SEC"), as amended from time to time, subject to such terms and conditions as may be set forth in the registration statements for the Funds as filed with the SEC, as the same shall be amended from time to time.

16.5 Market Timing. PEPCO may refuse to sell shares of any Fund (or series thereof) to any person, or suspend or terminate the offering of shares of any Fund (or series thereof), if such action is required by law or by regulatory authorities having jurisdiction with respect to PEPCO or Fund, as the case may be, or is, in the reasonable discretion of PEPCO, reasonably necessary in order to protect the best interests of its investors. You shall establish and maintain policies and procedures reasonably designed to detect, monitor and deter (including, without limitation, rejecting specific purchase orders) account owners (or their agents) whose purchase and redemption activity follows a market timing pattern, and to take such other actions as you deem necessary to discourage or reduce market timing activity. For the purposes hereof, "market timing activity" shall mean and refer to any discernable pattern of excessive trading in and out of a Fund (or series thereof) by one or more account owners (or their agents), including, without limitation, any purchase and sale (round trip) in and out of a single series of a Fund within any thirty day period. The parties acknowledge that, if necessary, such policies and procedures may include the identification of account owners engaged in such market timing activity and the imposition of restrictions on their requests to purchase or exchange Fund shares. You shall provide reasonable reports regarding your implementation and enforcement of such restrictions on purchase and redemption activity that follows a market-timing pattern upon request.

17. Either party may terminate this agreement for any reason by written or electronic notice to the other party which termination shall become effective fifteen (15) days after the date of mailing or electronically


transmitting such notice to the other party. We may also terminate this agreement for cause or as a result of a violation by you, as determined by us in our discretion, of any of the provisions of this Agreement, said termination to be effective on the date of mailing written or electronic notice to you of the same. Without limiting the generality of the foregoing, your own expulsion from the NASD will automatically terminate this Agreement without notice. Your suspension from the NASD or violation of applicable state or Federal laws or rules and regulations of applicable regulatory agencies will terminate this Agreement effective upon the date of our mailing written notice or transmitting electronic notice to you of such termination. Our failure to terminate this Agreement for any cause shall not constitute a waiver of our right to so terminate at a later date.

18. All communications and notices to you or us shall be sent to the addresses set forth at the beginning of this Agreement or to such other address as may be specified in writing from time to time.

19. PEPCO agrees to comply with all laws, rules, regulations, and ordinances relating to privacy, confidentiality, security, data security, and the handling of customer information which may from time to time be established. PEPCO agrees not to disclose or use any consumer nonpublic personal information (including nonpublic personal financial information and nonpublic personal health information), which may be supplied by you to PEPCO in performance under this Agreement other than to: a) carry out the purpose for which the information was provided; and b) to use or disclose the information as otherwise permitted or required by law. You agree to comply with all laws, rules, regulations, and ordinances relating to privacy, confidentiality, security, data security, and the handling of customer information which may from time to time be established. You agree not to disclose or use any consumer nonpublic personal information (including nonpublic personal financial information and nonpublic personal health information), which may be supplied by PEPCO to you in performance under this Agreement other than to: a) carry out the purpose for which the information was provided; and b) to use or disclose the information as otherwise permitted or required by law. This provision will survive and continue in full force and effect after the termination of this Agreement.

20. This agreement shall become effective upon the date of its acceptance by us as set forth herein. This agreement may be amended by PEPCO from time to time. This Agreement and all rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of Connecticut. This agreement is not assignable or transferable, except that we may assign or transfer this agreement to any successor distributor of the Shares described herein.

ACCEPTED ON BEHALF OF               ACCEPTED ON BEHALF OF
PHOENIX EQUITY PLANNING
CORPORATION:                        __________________________________
                                    Name of Dealer Firm

Date _________________________      Date _____________________________

By ___________________________      By _______________________________

Name   Daniel T. Geraci             Print Name _______________________
     _________________________

Title  President                    Print Title ______________________

______________________________      NASD CRD Number __________________

PEP 80 6/06


[LOGO]PHOENIXFUNDS(SM)

A member of The Phoenix Companies, Inc.              AMENDED ANNEX A - JUNE 2006
                                                    PHOENIXFUNDS SALES AGREEMENT
                                             PHOENIX EQUITY PLANNING CORPORATION


PHOENIXFUNDS AND AVAILABLE SHARE CLASSES


EQUITY                                                             FIXED INCOME
------                                                             ------------
Phoenix All-Cap Growth Fund                       A B C            Phoenix Bond Fund                                    A B C X
Phoenix Capital Growth Fund                       A B              Phoenix CA Intermediate Tax-Free Bond Fund           X
Phoenix Dynamic Growth Fund                       A C              Phoenix CA Tax-Exempt Bond Fund                      A B
Phoenix Earnings Driven Growth Fund               A B C X          Phoenix Core Bond Fund                               A B C
Phoenix Focused Value Fund                        A C              Phoenix Emerging Markets Bond Fund                   A B C
Phoenix Fundamental Growth Fund                   A C              Phoenix High Yield Fund                              A B C
Phoenix Growth & Income Fund                      A B C            Phoenix High Yield Securities Fund                   A C
Phoenix Growth Opportunities Fund                 A C              Phoenix Institutional Bond Fund                      XY
Phoenix Large-Cap Growth Fund                     A B C X          Phoenix Low-Duration Core Plus Bond Fund             XY
Phoenix Mid-Cap Growth Fund                       A B C            Phoenix Money Market Fund                            A
Phoenix Mid-Cap Value Fund                        A C              Phoenix Multi-Sector Fixed Income Fund               A B C
Phoenix Nifty Fifty Fund                          A B C            Phoenix Multi-Sector Short Term Bond Fund            A B C T
Phoenix Pathfinder Fund                           A C              Phoenix Tax Exempt Bond Fund                         A B
Phoenix Quality Small-Cap Fund                    A C X
Phoenix Relative Value Fund                       A C              ALTERNATIVE
Phoenix Rising Dividends Fund                     A B C X          -----------
Phoenix Small-Cap Growth Fund                     A B C            Phoenix Global Utilities Fund                        A C
Phoenix Small-Cap Sustainable Growth Fund         A C X            Phoenix Market Neutral Fund *                        A B C
Phoenix Small-Cap Value Fund                      A B C            Phoenix Real Estate Securities Fund                  A B C
Phoenix Small-Mid Cap Fund                        A B C X
Phoenix Strategic Growth Fund                     A B C            PHOENIX INSIGHT FUNDS
Phoenix Total Value Fund                          A C              ---------------------
Phoenix Value Equity Fund                         A B C
                                                                   Phoenix Insight Balanced Fund                        A C I
BALANCED                                                           Phoenix Insight Bond Fund                            A C I
--------                                                           Phoenix Insight Core Equity Fund                     A C I
Phoenix Balanced Fund                             A B C            Phoenix Insight Emerging Markets Fund                A C I
Phoenix Income & Growth Fund                      A B C            Phoenix Insight Equity Fund                          A C I
                                                                   Phoenix Insight High Yield Bond Fund                 A C I
INTERNATIONAL/GLOBAL                                               Phoenix Insight International Fund                   A C I
--------------------                                               Phoenix Insight Intermediate Tax-Exempt Fund         A C I
Phoenix Foreign Opportunities Fund                A C X            Phoenix Insight Short/Intermediate Bond Fund         A C I
Phoenix International Strategies Fund             A B C            Phoenix Insight Small-Cap Growth Fund                A C I
Phoenix Worldwide Strategies Fund                 A B C            Phoenix Insight Small-Cap Opportunity Fund           A C I
                                                                   Phoenix Insight Small-Cap Value Fund                 A C I
PHOLIOs                                                            Phoenix Insight Tax-Exempt Bond Fund                 A C I
-------                                                            Phoenix Insight Money Market Fund                    A I
Phoenix Conservative Income PHOLIO(SM)            A C              Phoenix Insight Government Money Market Fund         A I
Phoenix Diversifier PHOLIO(SM)                    A C              Phoenix Insight Tax-Exempt Money Market Fund         A I
Phoenix International PHOLIO(SM)                  A C              Phoenix Insight Index Fund                           A I
Phoenix Wealth Accumulator PHOLIO(SM)             A C              Phoenix Insight Intermediate Government Fund         A I
Phoenix Wealth Builder PHOLIO(SM)                 A C
Phoenix Wealth Guardian PHOLIO(SM)                A C
Phoenix Wealth Preserver PHOLIO(SM)               A C



_______________________________________________________________________________________________________
                   PHOENIX EQUITY PLANNING CORPORATION, ONE AMERICAN ROW, HARTFORD, CT 06102

      MARKETING: (800) 243-4361           CUSTOMER SERVICE: (800) 243-1574             PHOENIXFUNDS.COM

Phoenix Equity Planning Corporation "PEPCO"), principal underwriter of the Phoenix mutual funds, from its own profits and resources, may sponsor training and educational meetings, and may provide additional compensation in the form of trips, merchandise or expense reimbursement. Dealers other than PEPCO may also make customary additional charges for their services in effecting purchases, if they notify the Funds of their intention to do so. Applicable waivers of Class A sales charges and Class B and C contingent deferred sales charges are described in the prospectus.

* The Phoenix Market Neutral Fund currently operates under a separate sales load and dealer compensation schedule for Class B and C shares only. Please refer to the last page of this Annex A for details.


--------------------------------------------------------------------------------
CLASS A SHARES
--------------------------------------------------------------------------------

DEALER CONCESSION:                          CLASS A SHARES
                                 EQUITY, BALANCED, ASSET ALLOCATION,
                                INTERNATIONAL/GLOBAL, ALTERNATIVE FUNDS

     AMOUNT OF                                         DEALER DISCOUNT
     TRANSACTION                    SALES CHARGE        OR AGENCY FEE
     PLUS APPLICABLE RIGHTS       AS PERCENTAGE OF    AS PERCENTAGE OF
     OF ACCUMULATION:              OFFERING PRICE      OFFERING PRICE

     Less than $50,000                 5.75%                5.00%
     $50,000 but under $100,000        4.75                 4.25
     $100,000 but under $250,000       3.75                 3.25
     $250,000 but under $500,000       2.75                 2.25
     $500,000 but under $1,000,000     2.00                 1.75
     $1,000,000 or more                None                 None

                                       CLASS A SHARES                             CLASS A SHARES
                                     FIXED INCOME FUNDS*               PHOENIX MULTI-SECTOR SHORT TERM BOND

AMOUNT OF                                         DEALER DISCOUNT                          DEALER DISCOUNT
TRANSACTION                    SALES CHARGE        OR AGENCY FEE         SALES CHARGE       OR AGENCY FEE
PLUS APPLICABLE RIGHTS       AS PERCENTAGE OF    AS PERCENTAGE OF      AS PERCENTAGE OF    AS PERCENTAGE OF
OF ACCUMULATION:              OFFERING PRICE      OFFERING PRICE        OFFERING PRICE     OFFERING PRICE

Less than $50,000                 4.75%                4.25%                 2.25%              2.00%
$50,000 but under $100,000        4.50                 4.00                  1.25               1.00
$100,000 but under $250,000       3.50                 3.00                  1.00               1.00
$250,000 but under $500,000       2.75                 2.25                  1.00               1.00
$500,000 but under $1,000,000     2.00                 1.75                  0.75               0.75
$1,000,000 or more                None                 None                  None               None

* Excluding All Money Market Funds and Phoenix Multi-Sector Short Term Bond Fund. Shares of the Phoenix Multi-Sector Short Term Bond Fund are offered as indicated above.

DISTRIBUTION FEE: 0.10% For distribution services with respect to the Phoenix Insight Money Market Fund, Phoenix Insight Government Money Market Fund and the Phoenix Insight Tax-Exempt Money Market Fund, PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.10% annually, based on the average daily net asset value of such Funds sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 in each such fund to qualify for payment.

SERVICE FEE: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class A shares (except Phoenix Money Market Fund) sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in a Fund Class to qualify for payment in that Fund Class.

TERMS AND CONDITIONS FOR SERVICE AND DISTRIBUTION FEES: The Distribution and Service Fees are paid pursuant to one or more distribution and/or service plans ("Plan") adopted by certain of the Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Act"). Payment of these fees will automatically terminate in the event such Plan terminates or is not continued or in the event that this Agreement terminates, is assigned or ceases to remain in effect. In addition, these fees may be terminated at any time, without the payment of any penalty, by vote of a majority of the members of the Funds' Board of Trustees who are not interested persons of the Funds and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, or by vote of a majority of the outstanding voting securities of any Fund or Funds on not more than sixty days' written notice to any other party to the Agreement.

$1 MILLION NAV SALES FINDER'S FEE: 1% From its own profits and resources, PEPCO intends to pay a fee to dealers who are responsible for Class A share aggregate purchases of $1 million or more as indicated in the table below. The $1 Million NAV Sales Finder's Fee is not paid on purchases eligible for the Qualified Plan Finder's Fee (see below) or on purchases of any Money Market Fund. For Class A share purchases made prior to January 11, 2006 on which a Finder's Fee was paid, if all or part of such investment is redeemed within one year, the broker-dealer will refund the Finder's Fee to Phoenix Equity Planning Corp.

-----------------------------------------------------------------
 ELIGIBLE CLASS A SHARE FUND SALE         BREAKPOINT PERCENTAGE
------------------------------------ ----------------------------
     $1,000,000 to $3,000,000                     1.00%
------------------------------------ ----------------------------
     $3,000,001 to $10,000,000                    0.50%
------------------------------------ ----------------------------
     Greater than $10,000,000                     0.25%
-----------------------------------------------------------------

QUALIFIED PLAN FINDER'S FEE: 1% From its own profits and resources, PEPCO intends to pay dealers an amount equal to 1% of the first $3 million, 0.50% on the next $3 million and 0.25% on the amount in excess of $6 million of Class A share aggregate purchases by an account held in the name of a qualified employee benefit plan with at least 100 eligible employees. The Qualified Plan Finder's Fee is not paid on purchases eligible for the $1 Million NAV Sales Finder's Fee (see above) or on purchases of any Money Market Fund. For Class A share purchases made prior to January 11, 2006 on which a Finder's Fee was paid, if all or part of such investment is redeemed within one year, the broker-dealer will refund the Finder's Fee to Phoenix Equity Planning Corp.

CDSC: For purchases made on or after January 11, 2006, a contingent deferred sales charge of 1% may apply on certain redemptions made within one year following purchases of Class A shares on which a $1 Million NAV Sales Finder's Fee or a Qualified Plan Finder's Fee has been paid to a dealer. The one year period begins on the last day of the month preceding the month in which the purchase was made. A deferred sales charge may be waived where the investor's dealer of record, due to the nature of the investor's account, notifies the Distributor prior to the time of the investment that the dealer waives the Finder's Fee otherwise payable to the dealer, or agrees to receive such Finder's Fee ratably over a 12 month period.



CLASS B SHARES**

                    CLASS B SHARES (EXCEPT PHOENIX      PHOENIX MULTI-SECTOR
                  MULTI-SECTOR SHORT TERM BOND FUND)    SHORT TERM BOND FUND

                          SALES COMMISSION:               SALES COMMISSION:
                                  4.0%                           2.0%

YEARS SINCE               CONTINGENT DEFERRED            CONTINGENT DEFERRED
EACH PURCHASE:               SALES CHARGE:                  SALES CHARGE:

    First                         5.0%                           2.0%
    Second                        4.0                            1.5
    Third                         3.0                            1.0
    Fourth                        2.0                            0.0
    Fifth                         2.0                            0.0
    Sixth                         0.0                            0.0

Dealers maintaining omnibus accounts, upon redemption of a customer account within the time frames specified above, shall charge such customer account the appropriate contingent deferred sales charge as indicated and shall forward the proceeds to PEPCO.

SERVICE FEE*: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class B shares sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in a Fund Class to qualify for payment in that Fund Class. The Class B Service Fee is paid beginning in the 13th month following each purchase.


CLASS C SHARES**

SALES COMMISSION:    1% for all Class C Funds except Phoenix Multi-Sector Short
                     Term Bond Fund
                     0% for Phoenix Multi-Sector Short Term Bond Fund
                     For exchanges from Phoenix Multi-Sector Short Term Bond
                     Fund Class C to other Class C shares, the dealer will
                     receive 1% sales commission on the exchanged amount.

CDSC: 1% Dealers maintaining omnibus accounts, upon redemption of a customer account within the time frames specified below, shall charge such customer account the appropriate contingent deferred sales charge as indicated and shall forward the proceeds to PEPCO. The CDSC on Class C shares is 1% for one year from each purchase. There is no CDSC on the Phoenix Multi-Sector Short Term Bond Fund.

DISTRIBUTION FEE: 0.25% - 0.75% PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually for Phoenix Multi-Sector Short Term Bond Fund and 0.75% annually for all other Class C Funds, based on the average daily net asset value of Class C shares sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. The Class C Trail Fee is paid beginning in the 13th month following each purchase except for the Phoenix Multi-Sector Short Term Bond Fund. There is no hold for the Class C Trail Fee for the Phoenix Multi-Sector Short Term Bond Fund.

SERVICE FEE*: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class C shares sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. The Class C Service Fee is paid beginning in the 13th month following each purchase. There is no hold for the Class C Service Fee for the Phoenix Multi-Sector Short Term Bond Fund.

FINDER'S FEE (PHOENIX MULTI-SECTOR SHORT TERM BOND FUND ONLY): 0.25% - 0.50% In connection with Class C share purchases of $250,000 or more, PEPCO, from its own profits and resources, intends to pay dealers an amount equal to 0.50% of shares purchased above $250,000 but under $3 million, plus 0.25% on the amount in excess of $3 million. If all or part of such purchases are subsequently redeemed or exchanged to another C share fund within one year of the investment date, the dealer will refund to PEPCO the full Finder's Fee paid.

*TERMS AND CONDITIONS FOR SERVICE AND DISTRIBUTION FEES: The Service and Distribution Fees are paid pursuant to one or more distribution and/or service plans ("Plan") adopted by certain of the Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Act"). Payment of these fees will automatically terminate in the event such Plan terminates or is not continued or in the event that this Agreement terminates, is assigned or ceases to remain in effect. In addition, these fees may be terminated at any time, without the payment of any penalty, by vote of a majority of the members of the Funds' Board of Trustees who are not interested persons of the Funds and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, or by vote of a majority of the outstanding voting securities of any Fund or Funds on not more than sixty days' written notice to any other party to the Agreement.

** The Phoenix Market Neutral Fund currently operates under a separate sales load and dealer compensation schedule for Class B and C shares only. Please refer to the last page of this Annex A for details.



CLASS B SHARES - PHOENIX MARKET NEUTRAL FUND ONLY

CLASS B SHARE CONTINGENT DEFERRED SALES CHARGE           CLASS B SHARE DEALER CONCESSION

     YEARS SINCE   CDSC       YEARS SINCE      CDSC

     PURCHASE                 PURCHASE                   4% of purchase amount

     First          5%        Fifth             2%

     Second         4%        Sixth             1%

     Third          3%        Seventh           0%

     Fourth         3%


CLASS C SHARES - PHOENIX MARKET NEUTRAL FUND ONLY

CLASS C SHARE CONTINGENT DEFERRED SALES CHARGE CLASS C SHARE DEALER CONCESSION

1.25% for one year 1.00%

SERVICE FEE* CLASS B, AND C - PHOENIX MARKET NEUTRAL FUND ONLY

A Service Fee may be paid to financial services firms, for providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders. NASD member firms may also be paid a portion of the asset-based sales charges on Class C Shares, so that these dealers receive such reallowances at the following aggregate annual rates: (i) 0.25% commencing one year after purchase for the Class B Shares and (ii) 0.95% commencing one year after purchase for the Class C Shares.


CLASS I SHARES

There is no dealer compensation payable on Class I shares.


CLASS T SHARES - PHOENIX MULTI-SECTOR SHORT TERM BOND FUND ONLY

DEALER CONCESSION: 1%

CDSC: 1% for one year from the date of each purchase.

SERVICE FEE*: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class T shares sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. The Class T Service Fee is paid beginning in the 13th month following each purchase.

DISTRIBUTION FEE: 0.75% PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.75% annually, based on the average daily net asset value of Class T shares sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. The Class T Distribution Fee is paid beginning in the 13th month following each purchase.


CLASS X AND Y SHARES (PHOENIX INSTITUTIONAL BOND FUND & PHOENIX LOW-DURATION CORE PLUS BOND FUND ONLY)

FINDER'S FEE: 0.10% - 0.50% PEPCO may pay dealers, from its own profits and resources, a percentage of the net asset value of Class X and Class Y shares sold, equal to 0.50% on the first $5 million, 0.25% on the next $5 million, plus 0.10% on the amount in excess of $10 million. If all or part of such purchases are subsequently redeemed within one year of the investment date, the dealer will refund to PEPCO the full Finder's Fee paid.

CLASS Y SERVICE FEE*: 0.25% For providing shareholder services, PEPCO intends to pay qualifying dealers a quarterly fee at the equivalent of 0.25% annually, based on the average daily net asset value of Class Y shares sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in a Fund to qualify for payment in that Fund. No Service Fee is paid on any Class X shares.

*TERMS AND CONDITIONS FOR SERVICE AND DISTRIBUTION FEES: The Service and Distribution Fees are paid pursuant to one or more distribution and/or service plans ("Plan") adopted by certain of the Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Act"). Payment of these fees will automatically terminate in the event such Plan terminates or is not continued or in the event that this Agreement terminates, is assigned or ceases to remain in effect. In addition, these fees may be terminated at any time, without the payment of any penalty, by vote of a majority of the members of the Funds' Board of Trustees who are not interested persons of the Funds and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, or by vote of a majority of the outstanding voting securities of any Fund or Funds on not more than sixty days' written notice to any other party to the Agreement.

PXP 80A (6/06)


[LOGO]PHOENIXFUNDS(SM)
A member of The Phoenix Companies, Inc. ANNEX B TO DEALER AGREEMENT WITH
PHOENIX EQUITY PLANNING CORPORATION

COMPLIANCE STANDARDS FOR
THE SALE OF THE PHOENIX FUNDS
UNDER THEIR ALTERNATIVE PURCHASE ARRANGEMENTS

As national distributor or principal underwriter of the Phoenix Funds, which offer their shares on both a front-end and deferred sales charge basis, Phoenix Equity Planning Corporation ("PEPCO") has established the following compliance standards which set forth the basis upon which shares of the Phoenix Funds may be sold. These standards are designed for those broker/dealers ("dealers") that distribute shares of the Phoenix Funds and for each dealer's financial advisors/registered representatives.

As shares of the Phoenix Funds are offered with two different sales arrangements for sales and distribution fees, it is important for an investor not only to choose a mutual fund that best suits his investment objectives, but also to choose the sales financing method which best suits his particular situation. To assist investors in these decisions and to ensure proper supervision of mutual fund purchase recommendations, we are instituting the following compliance standards to which dealers must adhere when selling shares of the Phoenix Funds:

1. Any purchase of a Phoenix Fund for less than $250,000 may be either of shares subject to a front-end load (Class A shares) or subject to deferred sales charges (Class B shares).

2. Any purchase of a Phoenix Fund by an unallocated qualified employer sponsored plan for less than $1,000,000 may be either of shares subject to a front-end load (Class A shares) or subject to deferred sales charge (Class B shares). Class B shares sold to allocated qualified employer sponsored plans will be limited to a maximum total value of $250,000 per participant.

3. Any purchase of a Phoenix Fund for $250,000 or more (except as noted above) or which qualifies under the terms of the prospectus for net asset value purchase of Class A shares should be for Class A shares.

GENERAL GUIDELINES

These are instances where one financing method may be more advantageous to an investor than the other. Class A shares are subject to a lower distribution fee and, accordingly, pay correspondingly higher dividends per share. However, because initial sales charges are deducted at the time of purchase, such investors would not have all of their funds invested initially and, therefore, would initially own fewer shares. Investors not qualifying for reduced initial sales charges who expect to maintain their investment for an extended period of time might consider purchasing Class A Shares because the accumulated continuing distribution charges on Class B Shares may exceed the initial sales charge on Class A Shares during the life of the investment.

Again, however, such investors must weigh this consideration against the fact that, because of such initial sales charge, not all of their funds will be invested initially. However, other investors might determine that it would be more advantageous to purchase Class B Shares to have all of their funds invested initially, although remaining subject to higher continuing distribution charges and, for a five-year period, being subject to a contingent deferred sales charge (three years for Asset Reserve).

A National Association of Securities Dealers rule specifically prohibits "breakpoint sales" of front-end load shares. A "breakpoint sale" is a sale to the client of an amount of front-end load (Class A) shares just below the amount which would be subject to the next breakpoint on the fund's sales charge schedule. Because the deferred sales charge on Class B shares is reduced by 1% for each year the shares are held, a redemption of Class B shares just before an "anniversary date" is in some ways analogous to a breakpoint sale. A client might wish to redeem just before an anniversary date for tax or other reasons, and a client who chose to wait would continue to be at market risk. Nevertheless, investment executives should inform clients intending to redeem Class B shares near an anniversary date that, if the redemption were delayed, the deferred sales charge would be reduced.

RESPONSIBILITIES OF BRANCH OFFICE MANAGER (OR OTHER APPROPRIATE REVIEWING OFFICER).

A dealer's branch manager or other appropriate reviewing officer ("the Reviewing Officer") must ensure that the financial advisor/registered representative has advised the client of the available financing methods offered by the Phoenix Funds, and the impact of choosing one method over another. In certain instances, it may be appropriate for the Reviewing Officer to discuss the purchase directly with the client. The reviewing officer should review purchases for Class A or Class B shares given the relevant facts and circumstances, including but not limited to: (a) the specific purchase order dollar amount; (b) the length of time the investor expects to hold his shares; and (c) any other relevant circumstances, such as the availability of purchase under letters of intent or pursuant to rights of accumulation and distribution requirements. The foregoing guidelines, as well as the examples cited above, should assist the Reviewing Officer in reviewing and supervising purchase recommendations and orders.

EFFECTIVENESS

These compliance guidelines are effective immediately with respect to any order for shares of those Phoenix Funds which offer their shares pursuant to the alternative purchase arrangement.

Questions relating to these compliance guidelines should be directed by the dealer to its national mutual fund sales and market group or its legal department or compliance director. PEPCO will advice dealers in writing of any future changes in these guidelines.

PXP80B 10/98


EXHIBIT (g)(1)

AMENDED AND RESTATED CUSTODIAN SERVICES AGREEMENT


AMENDED AND RESTATED CUSTODIAN SERVICES AGREEMENT

THIS AGREEMENT is made as of February 2, 2004 by and between PFPC Trust Company, a Delaware limited purpose trust company ("PFPC Trust"), and Harris Insight Funds Trust, a Massachusetts business trust (the "Fund").

WITNESSETH:

WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund wishes to retain PFPC Trust to provide custodian services, and PFPC Trust wishes to furnish custodian services, either directly or through an affiliate or affiliates, as more fully described herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. DEFINITIONS. AS USED IN THIS AGREEMENT:
(a) "1933 Act" means the Securities Act of 1933, as amended,
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Authorized Person" means any officer of the Fund and any other person duly authorized by the Fund's Board of Trustees to give Oral and Written Instructions on behalf of the Fund and listed on the Authorized Persons Appendix attached hereto and made a part hereof or any amendment thereto as may be received by PFPC Trust. An Authorized Person's scope of authority may be limited by the Fund by setting forth such limitation in the Authorized Persons Appendix.
(d) "Book-Entry System" means Federal Reserve Treasury book-entry system for United States and federal agency securities, its successor or successors, and its nominee or nominees and any book-entry system maintained by an exchange registered with the SEC under the 1934 Act.
(e) "CEA" means the Commodities Exchange Act, as amended.
(f) "Depository" means any depository, clearing agency or system, book-entry system (including the Book-Entry System), settlement system or other similar entity.
(g) "Oral Instructions" mean oral instructions received by PFPC Trust from an Authorized Person or from a person reasonably believed by PFPC Trust to be an Authorized

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Person.
(h) "PFPC Trust" means PFPC Trust Company or a subsidiary or affiliate of PFPC Trust Company.
(i) "SEC" means the Securities and Exchange Commission.
(j) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act and the CEA.
(k) "Shares" mean the shares of beneficial interest of any series or class of the Fund.
(l) "Property" means:

(i) any and all securities and other investment items which the Fund may from time to time deposit, or cause to be deposited, with PFPC Trust or which PFPC Trust may from time to time hold for the Fund;

(ii) all income in respect of any of such securities or other investment items;

(iii) all proceeds of the sale of any of such securities or investment items; and

(iv) all proceeds of the sale of securities issued by the Fund, which are received by PFPC Trust from time to time, from or on behalf of the Fund.

(m) "Written Instructions" mean written instructions signed by two Authorized Persons and received by PFPC Trust. The instructions may be delivered by hand, mail, tested telegram, cable, telex or facsimile sending device.
2. APPOINTMENT. The Fund hereby appoints PFPC Trust to provide custodian services to the Fund, on behalf of each of its investment portfolios (each, a "Portfolio"), and PFPC Trust accepts such appointment and agrees to furnish such services.
3. DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable, will provide PFPC Trust with the following:

(a) certified or authenticated copies of the resolutions of the Fund's Board of Trustees, approving the appointment of PFPC Trust or its affiliates to provide services;

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(b) a copy of the Fund's most recent effective registration statement;
(c) a copy of each Portfolio's advisory agreements;
(d) a copy of the distribution agreement with respect to each class of Shares:
(e) a copy of each Portfolio's administration agreement if PFPC Trust (or an affiliate thereof) is not providing th Portfolio with such services;
(f) copies of any shareholder servicing agreements made in respect of the Fund or a Portfolio; and
(g) certified or authenticated copies of any and all amendments or supplements to the foregoing.

4. COMPLIANCE WITH LAWS. PFPC Trust undertakes to comply with all applicable requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by PFPC Trust hereunder. Except as specifically set forth herein, PFPC Trust assumes no responsibility for such compliance by the Fund or any Portfolio.

5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC Trust shall act only upon Oral or Written Instructions.
(b) PFPC Trust shall be entitled to rely upon any Oral or Written Instructions it receives from an Authorized Person (or from a person reasonably believed by PFPC Trust to be an Authorized Person) pursuant to this Agreement. PFPC Trust may assume that any Oral or Written Instructions received hereunder are not in any way inconsistent with the provisions of organizational documents of the Fund or of any vote, resolution or proceeding of the Fund's Board of Trustees or of the Fund's shareholders, unless and until PFPC Trust receives Written Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Trust Written Instructions confirming Oral Instructions (except where such Oral Instructions are given by PFPC Trust or its affiliates) so that PFPC Trust receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by PFPC Trust shall in no way invalidate the transactions or

3

enforceability of the transactions authorized by the Oral Instructions. Where Oral or Written Instructions reasonably appear to have been received from an Authorized Person, PFPC Trust shall incur no liability to the Fund in acting upon such Oral or Written Instructions provided that PFPC Trust's actions comply with the other provisions of this Agreement.

6. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Fund. If PFPC Trust is in doubt as to any action it should or should not take, PFPC Trust may request directions or advice, including Oral or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC Trust shall be in doubt as to any question of law pertaining to any action it should or should not take, PFPC Trust may request advice at its own cost from such counsel of its own choosing (who may be counsel for the Fund, the Fund's investment adviser or PFPC Trust, at the option of PFPC Trust).
(c) Conflicting Advice. In the event of a conflict between directions, advice or Oral or Written Instructions PFPC Trust receives from the Fund, and the advice it receives from counsel, PFPC Trust shall be entitled to rely upon and follow the advice of counsel. In the event PFPC Trust so relies on the advice of counsel, PFPC Trust remains liable for any action or omission on the part of PFPC Trust which constitutes willful misfeasance, bad faith, negligence or reckless disregard by PFPC Trust of any duties, obligations or responsibilities set forth in this Agreement.
(d) Protection of PFPC Trust. PFPC Trust shall be protected in any action it takes or does not take in reliance upon directions, advice or Oral or Written Instructions it receives from the Fund or from counsel and which PFPC Trust believes, in good faith, to be consistent with those directions, advice or Oral or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PFPC Trust (i) to seek such directions, advice or Oral or Written Instructions, or (ii) to act in accordance with such directions, advice or Oral or Written Instructions unless, under the terms of other provisions of this Agreement, the same is a condition of PFPC Trust's properly taking or not taking such action. Nothing in this subsection shall excuse PFPC Trust when an action or omission on the part of PFPC Trust constitutes willful misfeasance, bad faith, negligence or reckless disregard by PFPC Trust of any duties, obligations or responsibilities set forth in this Agreement.

7. RECORDS;VISITS. The books and records pertaining to the Fund and any Portfolio,

4

which are in the possession or under the control of PFPC Trust, shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during PFPC Trust's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by PFPC Trust to the Fund or to an authorized representative of the Fund, at the Fund's expense.
8. CONFIDENTIALITY. PFPC Trust agrees to keep confidential all records of the Fund and information relating to the Fund and its shareholders, unless the release of such records or information is applicable to the provision of services under this Agreement or is otherwise consented to, in writing, by the Fund. The Fund agrees that such consent shall not be required where PFPC Trust may be exposed to civil or criminal contempt proceedings or when required to divulge such information or records to duly constituted authorities.
9. COOPERATION WITH ACCOUNTANTS. PFPC Trust shall cooperate with the Fund's independent public accountants and shall take all reasonable action in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.
10. DISASTER RECOVERY. PFPC Trust shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, PFPC Trust shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions. PFPC Trust shall have no liability with respect to the loss of data or service interruptions caused by equipment failure provided such loss or interruption is not caused by PFPC Trust's own willful misfeasance, bad faith, negligence or reckless disregard of its duties or obligations under this Agreement.
11. COMPENSATION. As compensation for custody services rendered by PFPC Trust during the term of this Agreement, the Fund, on behalf of each of the Portfolios, will pay to PFPC Trust a fee or fees as may be agreed to in writing from time to time by the Fund and PFPC Trust. Until modified or replaced by agreement of the Fund and PFPC Trust, the Fund and PFPC Trust agree that the fee letter currently in place between them (dated August 2, 2002 and originally entered into with respect to the prior custodian services agreement between the Fund and PFPC Trust dated February 23, 1996) shall be controlling with respect to PFPC Trust's

5

compensation under this Agreement.

12. INDEMNIFICATION. The Fund, on behalf of each Portfolio, agrees to indemnify and hold harmless PFPC Trust and its affiliates from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the Securities Laws and any state and foreign securities and blue sky laws (and amendments thereto) and attorneys' fees and disbursements), arising directly or indirectly (A) from any action or omission to act which PFPC Trust takes (i) at the request or on the direction of or in reliance on the advice of the Fund or (ii) upon Oral or Written Instructions or (B) in connection with the provision of services to the Fund. Neither PFPC Trust, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) arising out of PFPC Trust's or its affiliates' own willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. The provisions of this
Section 12 shall survive termination of this Agreement.

13. RESPONSIBILITY OF PFPC TRUST.
(a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust shall be liable only for any damages arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement.
(b) Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to section 10, damages, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.
(c) Notwithstanding anything in this Agreement to the contrary, neither PFPC

6

Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages or lost profits or loss of business which the Fund may incur or suffer, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.
(d) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes, assessments, duties, governmental charges and similar items (including without limitation penalties and interest related thereto).

14. DESCRIPTION OF SERVICES.
(a) Delivery of the Property. The Fund will deliver to PFPC Trust, or arrange for delivery to PFPC Trust of, all the Property owned by the Portfolios, including cash received as a result of the distribution of Shares, during the period that is set forth in this Agreement. PFPC Trust will not be responsible for such Property until actual receipt.
(b) Receipt and Disbursement of Money. PFPC Trust, acting upon Written Instructions, shall open and maintain a separate account for each separate Portfolio of the Fund (each an "Account") and shall maintain in the Account of a particular Portfolio all cash and other assets received from or for the Fund specifically designated to such Account, subject to the terms of this Agreement. PFPC Trust shall make cash payments from or for the Account of a Portfolio only for:

(i) purchases of securities in the name of the Portfolio or PFPC Trust or PFPC Trust's nominee or a sub-custodian or a nominee thereof as provided in sub-section (j) and for which PFPC Trust has received a copy of the broker's or dealer's confirmation or payee's invoice, as appropriate;

(ii) purchase or redemption of Shares of the Portfolio delivered to PFPC Trust;

(iii) payment of, subject to Written Instructions, interest, taxes (provided that tax which PFPC Trust considers is required to be deducted or withheld "at source" will be governed by
Section 14(h)(iii)(B) of this Agreement), administration, accounting, distribution, advisory, management fees or similar expenses which are to be borne by the Portfolio;

7

(iv) payment to, subject to receipt of Written Instructions, the Fund's transfer agent, as agent for the shareholders, an amount equal to the amount of dividends and distributions stated in the Written Instructions to be distributed in cash by the transfer agent to shareholders, or, in lieu of paying the Fund's transfer agent, PFPC Trust may arrange for the direct payment of cash dividends and distributions to shareholders in accordance with procedures mutually agreed upon from time to time by and among the Fund, PFPC Trust and the Fund's transfer agent;

(v) payments, upon receipt Written Instructions, in connection with the conversion, exchange or surrender of securities owned or subscribed to by the Portfolio and held by or delivered to PFPC Trust;

(vi) payments of the amounts of dividends received with respect to securities sold short by the Portfolio; and

(vii) other payments from the Portfolio, upon Written Instructions.

PFPC Trust is hereby authorized to endorse and collect all checks, drafts or other orders for the payment of money received as custodian for the Accounts.

(c) Receipt of Securities; Subcustodians.

(i) PFPC Trust shall hold all securities received by it for each Account in a separate account that physically segregates such securities from those of any other persons, firms or corporations, except for securities held in a Depository or through a sub-custodian. All such securities shall be held or disposed of only upon Written Instructions of the Fund or otherwise pursuant to the terms of this Agreement. PFPC Trust shall have no power or authority to assign, hypothecate, pledge or otherwise dispose of any such securities or investment, except upon the express terms of this Agreement or upon Written Instructions authorizing the transaction. In no case may any member of the Fund's Board of Trustees, or any officer, employee or agent of the Fund, withdraw any securities.

(ii) At PFPC Trust's own expense and for its own convenience, PFPC Trust may enter into subcustodian agreements with other United States banks or trust companies to perform duties described in this sub-section (c) with respect to domestic assets. Such bank or trust company shall have an aggregate capital, surplus and undivided profits, according to its last published report, of at least one million dollars ($1,000,000), if it is a subsidiary or affiliate of PFPC Trust, or at least twenty million dollars ($20,000,000) if such bank or trust company is not a subsidiary or affiliate of PFPC Trust. In addition, such bank or trust company must be qualified to act as

8

custodian and agree to comply with the relevant provisions of the 1940 Act and other applicable rules and regulations. Any such arrangement will not be entered into without prior written notice to the Fund.

(iii) In addition, PFPC Trust may enter into arrangements with sub-custodians with respect to services regarding foreign assets; any such arrangement will not be entered into without prior notice to the Fund (or as otherwise provided in the 1940 Act). The sub-custodians with which PFPC Trust has entered into arrangements with respect to services regarding foreign assets are solely those set forth on Schedule I hereto (as the same may be amended as set forth in Section 17). The Fund agrees that it cannot hold foreign assets through any sub-custodian or in any jurisdiction other than as set forth in Schedule I hereto (as the same may be amended as set forth in
Section 17).

(iv) PFPC Trust shall be responsible for the acts or omissions of any bank or trust company chosen by PFPC Trust as a sub-custodian pursuant to Section 14(c)(ii) and any sub-custodian chosen by PFPC Trust pursuant to Section 14(c)(iii) which is listed on Schedule I hereto (as the same may be amended as set forth in Section 17) to the same extent that PFPC Trust is responsible for its own acts or omissions under this Agreement; provided that so long as PFPC Trust has chosen such a sub-custodian (both initially and on an ongoing basis) in the exercise of reasonable care, prudence and diligence, PFPC Trust shall have no responsibility relating to the insolvency of any such sub-custodian. Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall not have responsibility with respect to any entity other than itself, a bank or trust company chosen by PFPC Trust as a sub-custodian pursuant to
Section 14(c)(ii) or a sub-custodian chosen by PFPC Trust pursuant to Section 14(c)(iii) which is listed on Schedule I hereto (as the same may be amended as set forth in Section 17), including without limitation PFPC Trust shall not have responsibility with respect to any other agent (including an agent of a sub-custodian referenced in the immediately preceding sentence) or any Depository.

(d) Transactions Requiring Instructions. Upon receipt of Oral or Written Instructions and not otherwise, PFPC Trust shall (provided PFPC Trust has received such Oral or Written Instructions within such timeframes as PFPC Trust may designate from time to time):

(i) deliver any securities held for a Portfolio against the receipt of payment for the sale of such securities or otherwise in accordance with standard market practice;

9

(ii) execute and deliver to such persons as may be designated in such Oral or Written Instructions, proxies, consents, authorizations, and any other instruments whereby the authority of a Portfolio as owner of any securities may be exercised;

(iii) deliver any securities held for a Portfolio to the issuer thereof, or its agent, when such securities are called, redeemed, retired or otherwise become payable at the option of the holder; provided that, in any such case, the cash or other consideration is to be delivered to PFPC Trust;

(iv) deliver any securities held for a Portfolio against receipt of other securities or cash issued or paid in connection with the liquidation, reorganization, refinancing, tender offer, merger, consolidation or recapitalization of any corporation, or the exercise of any conversion privilege;

(v) deliver any securities held for a Portfolio to any protective committee, reorganization committee or other person in connection with the reorganization, refinancing, merger, consolidation, recapitalization or sale of assets of any corporation, and receive and hold under the terms of this Agreement such certificates of deposit, interim receipts or other instruments or documents as may be issued to it to evidence such delivery;

(vi) make such transfer or exchanges of the assets of a Portfolio and take such other steps as shall be stated in said Oral or Written Instructions to be for the purpose of effectuating a duly authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of a Portfolio or the Fund;

(vii) release securities belonging to a Portfolio to any bank or trust company for the purpose of a pledge or hypothecation to secure any loan incurred by the Fund on behalf of that Portfolio; provided, however, that securities shall be released only upon payment to the Account of the Portfolio of the monies borrowed, except that in cases where additional collateral is required to secure a borrowing already made subject to proper prior authorization, further securities may be released for that purpose; and repay such loan upon redelivery to it of the securities pledged or hypothecated therefore, and upon surrender of the note or notes evidencing the loan;

(viii) release and deliver securities owned by a Portfolio in connection with any repurchase agreement entered into on behalf of the

10

Portfolio, but only on receipt of payment therefor and pay out moneys of the Portfolio in connection with such repurchase agreements, but only upon the delivery of the securities;

(ix) release and deliver or exchange securities owned by a Portfolio in connection with any conversion of such securities, pursuant to their terms, into other securities;

(x) release and deliver securities owned by a Portfolio for the purpose of redeeming in kind shares of the Portfolio upon delivery thereof to PFPC Trust; and

(xi) release and deliver or exchange securities owned by a Portfolio for other purposes (provided that action pursuant to this
Section 14(d)(xi) shall be taken only upon receipt of Written Instructions).

(e) Use of Depositories. PFPC Trust will deposit in a Depository all securities belonging to the Portfolios eligible for deposit therein and will utilize Depositories to the extent possible in connection with settlements of purchases and sales of securities by the Portfolios, and deliveries and returns of securities loaned, subject to repurchase agreements or used as collateral in connection with borrowings. PFPC Trust shall continue to perform such duties until it receives Written or Oral Instructions authorizing contrary actions. Assets maintained in a Depository shall be subject to the rules, terms, conditions and procedures of that Depository, and PFPC Trust shall not have liability relative to such rules, terms, conditions or procedures. Notwithstanding anything in this Agreement to the contrary, PFPC Trust's use of a Book-Entry System shall comply with the requirement of Rule 17f-4 under the 1940 Act. PFPC Trust shall administer a Depository as follows:

(i) With respect to securities of a Portfolio which are maintained in the Depository, the records of PFPC Trust shall identify by book-entry or otherwise those securities belonging to the Portfolio. PFPC Trust shall furnish to the Fund a detailed statement of the Property held for each Portfolio under this Agreement at least monthly and from time to time and upon written request.

(ii) Securities and any cash of a Portfolio deposited in the Depository will (to the extent consistent with applicable law and standard practice) at all times be segregated from any assets and cash controlled by PFPC Trust in other than a fiduciary or custodian capacity but may be commingled with other assets held in such capacities.

11

(iii) All books and records maintained by PFPC Trust which relate to the Fund's participation in the Depository will at all times during PFPC Trust's regular business hours be open to the inspection of Authorized Persons, and PFPC Trust will furnish to the Fund all information in respect of the services rendered as it may require.

PFPC Trust will also provide the Fund with such reports on its own system of internal control as the Fund may reasonably request from time to time.
(f) Registration of Securities. All Securities held for a Portfolio which are issued or issuable only in bearer form, except such securities held in a Depository, shall be held by PFPC Trust in bearer form; all other securities held for a Portfolio may be registered in the name of the Fund on behalf of that Portfolio, PFPC Trust, a Depository, a subcustodian, or any duly appointed nominees of the Fund, PFPC Trust, a Depository or subcustodian. The Fund reserves the right to instruct PFPC Trust as to the method of registration and safekeeping of the securities of the Fund. The Fund agrees to furnish to PFPC Trust appropriate instruments to enable PFPC Trust to hold or deliver in proper form for transfer, or to register in the name of its nominee or in the name of a Depository or another appropriate entity, any securities which it may hold for the Accounts and which may from time to time be registered in the name of the Fund on behalf of a Portfolio.
(g) Voting and Other Action. Neither PFPC Trust nor its nominee shall vote any of the securities held pursuant to this Agreement by or for the account of a Portfolio, except in accordance with Written Instructions (provided PFPC Trust has received such Written Instructions within such timeframes as PFPC Trust may designate from time to time). PFPC Trust, directly or through the use of another entity, shall execute in blank and promptly deliver all notices, proxies and proxy soliciting materials received by PFPC Trust as custodian of the Property to the registered holder of such securities. If the registered holder is not the Fund on behalf of a Portfolio, then Written or Oral Instructions must designate the person who owns such securities.
(h) Transactions Not Requiring Instructions. In the absence of contrary Written Instructions, PFPC Trust is authorized to take the following actions:

(i) Collection of Income and Other Payments. (A) collect and receive for the account of each Portfolio, all income, dividends, distributions, coupons, option

12

premiums, other payments and similar items, included or to be included in the Property of the Portfolio, and, in addition, promptly advise the Portfolio of such receipt and credit such income to the Portfolio's custodian account;

(B) endorse and deposit for collection, in the name of the applicable Portfolio, checks, drafts, or other orders for the payment of money;

(C) receive and hold for the account of each Portfolio all securities received as a distribution on the Portfolio's securities as a result of a stock dividend, share split-up or reorganization, recapitalization, readjustment or other rearrangement or distribution of rights or similar securities issued with respect to any securities belonging to the Portfolio and held by PFPC Trust hereunder;

(D) present for payment and collect for the Account of each Portfolio the amount payable upon all securities held for the Portfolio which may mature or may on a mandatory basis be called, redeemed, or retired, or otherwise become payable on the date such securities become payable; and

(E) take any action which may be necessary and proper in connection with the collection and receipt of such income and other payments and the endorsement for collection of checks, drafts, and other negotiable instruments.

(ii) Miscellaneous Transactions.

(A) PFPC Trust is authorized to deliver or cause to be delivered Property against payment or other consideration or written receipt therefor in the following cases:

(1) for examination by a broker or dealer selling for the account of a Portfolio in accordance with street delivery custom;

(2) for the exchange of interim receipts or temporary securities for definitive securities; and

(3) for transfer of securities into the name of the Fund on behalf of a Portfolio or PFPC Trust or a sub-custodian or nominee of one of the foregoing, or for exchange of securities for a different number of bonds, certificates, or other evidence, representing

13

the same aggregate face amount or number of units bearing the same interest rate, maturity date and call provisions, if any; provided that, in any such case, the new securities are to be delivered to PFPC Trust.

(B) Unless and until PFPC Trust receives Oral or Written Instructions to the contrary, PFPC Trust shall:

(1) pay all income items held by it for a Portfolio which call for payment upon presentation and hold the cash received by it upon such payment for the account of the Portfolio;

(2) collect interest and cash dividends received on behalf of a Portfolio, with notice to the Fund, to the account of the Portfolio;

(3) hold for the account of each Portfolio all stock dividends, rights and similar securities issued with respect to any securities held by PFPC Trust for the Portfolio; and

(4) subject to receipt of such documentation and information as PFPC Trust may request, execute as agent on behalf of the Fund all necessary ownership certificates required by a national governmental taxing authority or under the laws of any U.S. state now or hereafter in effect, inserting the Fund's name, on behalf of a Portfolio, on such certificate as the owner of the securities covered thereby, to the extent it may lawfully do so.

(iii) Other Matters.

(A) Subject to receipt of such documentation and information as PFPC Trust may request, PFPC Trust will, in such jurisdictions as PFPC Trust may agree from time to time, seek to reclaim or obtain a reduction with respect to any withholdings or other taxes relating to assets maintained hereunder (provided that PFPC Trust will not be liable for failure to obtain any particular relief in a particular jurisdiction); and

(B) PFPC Trust is authorized to deduct or withhold any sum in

14

respect of tax which PFPC Trust considers is required to be deducted or withheld "at source" by any relevant law or practice.

(i) Segregated Accounts.

(i) PFPC Trust shall upon receipt of Written or Oral Instructions establish and maintain one or more segregated accounts on its records for and on behalf of each Portfolio. Such accounts may be used to transfer cash and securities, including securities in a Depository:

(A) for the purposes of compliance by the Fund with the procedures required by a securities or option exchange, providing such procedures comply with the 1940 Act and any releases of the SEC relating to the maintenance of segregated accounts by registered investment companies; and

(B) upon receipt of Written Instructions, for other purposes.

(ii) PFPC Trust shall arrange for the establishment of IRA custodian accounts for such shareholders holding Shares through IRA accounts, in accordance with the Fund's prospectuses, the Internal Revenue Code of 1986, as amended (including regulations promulgated thereunder), and such other procedures as are mutually agreed upon from time to time by and among the Fund, PFPC Trust and the Fund's transfer agent.

(j) Purchases of Securities. PFPC Trust shall settle purchased securities upon receipt of Oral or Written instructions from the Fund or its investment advisers that specify:

(i) the name of the issuer and the title of the securities, including CUSIP number if applicable;

(ii) the number of shares or the principal amount purchased and accrued interest, if any;

(iii) the date of purchase and settlement;

(iv) the purchase price per unit; (v) the total amount payable upon such purchase;

(vi) the Portfolio involved; and

15

(vii) the name of the person from whom or the broker through whom the purchase was made. PFPC Trust shall upon receipt of securities purchased by or for a Portfolio (or otherwise in accordance with standard market practice) pay out of the moneys held for the account of the Portfolio the total amount payable to the person from whom or the broker through whom the purchase was made, provided that the same conforms to the total amount payable as set forth in such Oral or Written Instructions.

(k) Sales of Securities. PFPC Trust shall settle sold securities upon receipt of Oral or Written Instructions from the Fund or its investment advisers that specify:

(i) the name of the issuer and the title of the security, including CUSIP number if applicable;

(ii) the number of shares or principal amount sold, and accrued interest, if any;

(iii) the date of trade and settlement;

(iv) the sale price per unit;

(v) the total amount payable to the Fund upon such sale;

(vi) the name of the broker through whom or the person to whom the sale was made;

(vii) the location to which the security must be delivered and delivery deadline, if any; and

(viii) the Portfolio involved.

PFPC Trust shall deliver the securities upon receipt of the total amount payable to the Portfolio upon such sale, provided that the total amount payable is the same as was set forth in the Oral or Written Instructions. Notwithstanding any other provisions of this Agreement to the contrary, PFPC Trust may accept payment in such form as is consistent with standard industry practice, and may deliver securities and arrange for payment in accordance with the customs prevailing among dealers in securities.

(1) Reports; Proxy Materials.

(i) PFPC Trust shall furnish to the Fund the following reports:

(A) such periodic and special reports as the Fund may reasonably request;

16

(B) a monthly statement summarizing all transactions and entries for the account of each Portfolio, listing the portfolio securities belonging to each Portfolio at the end of such month and stating the cash account of each Portfolio including disbursements;

(C) the reports required to be furnished to the Fund pursuant to Rule 17f-4; and

(D) such other information as may be agreed upon from time to time between the Fund and PFPC Trust.

(ii) PFPC Trust shall transmit promptly to the Fund any proxy statement, proxy material, notice of a call or conversion or similar communication received by it as custodian of the Property. PFPC Trust shall be under no other obligation to inform the Fund as to such actions or events.

(m) Crediting of Accounts. PFPC Trust may in its sole discretion credit an Account with respect to income, dividends, distributions, coupons, option premiums, other payments or similar items prior to PFPC Trust's actual receipt thereof, and in addition PFPC Trust may in its sole discretion credit or debit the assets in an Account on a contractual settlement date with respect to any sale, exchange or purchase applicable to the Account. If PFPC Trust credits an Account with respect to (a) income, dividends, distributions, coupons, option premiums, other payments or similar items on a contractual payment date or otherwise in advance of PFPC Trust's actual receipt of the amount due, (b) the proceeds of any sale or other disposition of assets on the contractual settlement date or otherwise in advance of PFPC Trust's actual receipt of the amount due or (c) provisional crediting of any amounts due, and
(i) PFPC Trust is subsequently unable to collect full, final and irreversible payment in immediately available funds for the amounts so credited within a reasonable time period using reasonable efforts or (ii) pursuant to standard industry practice, law or regulation the amounts so credited are subject to a security interest, levy or other encumbrance or PFPC Trust is required to repay to a third party such amounts so credited, PFPC Trust shall have the absolute right in its sole discretion without demand to reverse any such credit or payment, to debit or deduct the amount of such credit or payment from the Account, and to otherwise pursue recovery of any such amounts so credited from the Fund. Nothing in this Agreement or otherwise shall require PFPC

17

Trust to make any advances or to credit any amounts until PFPC Trust's actual receipt thereof. Advances shall be payable on demand. The Fund hereby grants a first priority contractual possessory security interest in and a right of setoff against the assets maintained in an Account hereunder in the amount necessary to secure the return and payment to PFPC Trust of any advance or credit made by PFPC Trust (including charges related thereto) to such Account; such first priority contractual possessory security interest in and right of setoff against the assets maintained in an Account hereunder shall be free of any right of redemption or prior claim of the Fund or any other entity and shall be subject to no setoffs, counterclaims or other liens or grants by the Fund or any other entity prior to or on a parity therewith, and the Fund shall take such reasonable additional steps as PFPC Trust may require to assure such priority. Without limiting any other rights of PFPC Trust under this Agreement, PFPC Trust may assign any rights it has under this Section 14(m) to a sub-custodian.

(n) Collections. All collections of monies or other property in respect, or which are to become part, of the Property (but not the safekeeping thereof upon receipt by PFPC Trust) shall be at the sole risk of the Fund. If payment is not received by PFPC Trust within a reasonable time after proper demands have been made, PFPC Trust shall notify the Fund in writing, including copies of all demand letters, any written responses and memoranda of all oral responses and shall await instructions from the Fund. PFPC Trust shall not be obliged to take action for collection unless and until reasonably indemnified to its satisfaction. PFPC Trust shall also notify the Fund as soon as reasonably practicable whenever income due on securities is not collected in due course and shall provide the Fund with periodic status reports of such income collected after a reasonable time.

(o) Foreign Exchange. PFPC Trust and/or sub-custodians may enter into or arrange foreign exchange transactions (at such rates as they may consider appropriate) in order to facilitate transactions under this Agreement, and such entities and/or their affiliates may receive compensation in connection with such foreign exchange transactions. Provided PFPC Trust is not a principal to the foreign exchange transaction, PFPC Trust will not be responsible for any principal to the foreign exchange transaction, regardless of whether such principal serves as a sub-custodian under this Agreement.

15. DURATION AND TERMINATION. This Agreement shall continue until terminated by the Fund or by PFPC Trust on sixty (60) days' prior written notice to the other party. In the event

18

this Agreement is terminated (pending appointment of a successor to PFPC Trust or vote of the shareholders of the Fund to dissolve or to function without a custodian of its cash, securities or other property), PFPC Trust shall not deliver cash, securities or other property of the Portfolios to the Fund. It may deliver them to a bank or trust company of PFPC Trust's choice, having an aggregate capital, surplus and undivided profits, as shown by its last published report, of not less than twenty million dollars ($20,000,000), as a custodian for the Fund to be held under terms similar to those of this Agreement. PFPC Trust shall not be required to make any delivery or payment of assets upon termination until full payment shall have been made to PFPC Trust of all fees, compensation, costs, expenses and other amounts owing with respect to this Agreement (including without limitation costs relating to deconversion or conversion to another service provider). PFPC Trust shall have a security interest in and shall have a right of setoff against the Property as security for the payment of such fees, compensation, costs, expenses and other amounts.

16. NOTICES. All notices and other communications, including Written Instructions, shall be in writing or by confirming telegram, cable, telex or facsimile sending device or such other method as the Fund and PFPC Trust may agree. Notice shall be addressed (a) if to PFPC Trust at 8800 Tinicum Boulevard, 3rd Floor, Philadelphia PA 19153, marked for the attention of the Mutual Fund Custody Department (or its successor), (b) if to the Fund, at Harris Trust & Savings Bank, 111 West Monroe Street - 6W, Chicago, IL 60603, Attn: Peter P. Capaccio or (c) if to neither of the foregoing, at such other address as shall have been given by like notice to the sender of any such notice or other communication by the other party. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given five days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered.

17. AMENDMENTS. This Agreement, or any term hereof, may be changed or waived only by a written amendment, signed by the party against whom enforcement of such change or waiver is sought; provided that notwithstanding the foregoing, PFPC Trust may add entities and/or jurisdictions to Schedule I hereto from time to time upon written notice to the Fund and PFPC Trust may remove entities and/or jurisdictions from Schedule I hereto from time to time upon thirty (30) days prior written notice to the Fund.

19

18. ASSIGNMENT. PFPC Trust may assign this Agreement to any wholly-owned direct or indirect subsidiary of PFPC Trust or of The PNC Financial Services Group, Inc., provided that (i) PFPC Trust gives the Fund thirty (30) days prior written notice; (ii) the assignee agrees with PFPC Trust and the Fund to comply with all relevant provisions of the 1940 Act; (iii) PFPC Trust and such assignee promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the assignment, including (without limitation) the capabilities of the assignee; and (iv) the Fund consents to such assignment (which consent cannot be unreasonably withheld).

19. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20. FURTHER ACTIONS. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

21. MISCELLANEOUS.
(a) Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties and Oral Instructions.

(b) Captions. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

(c) Governing Law. This Agreement shall be deemed to be a contract made in Pennsylvania and governed by Pennsylvania law, without regard to principles of conflicts of law.

(d) Partial Invalidity. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

(e) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(f) Facsimile Signatures. The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party.

20

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

PFPC TRUST COMPANY

By: /s/ Sam Sparhawk IV
    ----------------------------------------

Title: President
       -------------------------------------

HARRIS INSIGHT FUNDS TRUST

By: /s/ Peter P. Capaccio
    ----------------------------------------

Title: President
       -------------------------------------

21

                           AUTHORIZED PERSONS APPENDIX

       NAME (TYPE)                              SIGNATURE

Peter P. Capaccio                               /s/ Peter P. Capaccio
                                                -----------------------------

Charles D. Curtis, Jr.                          /s/ Charles D. Curtis, Jr.
                                                -----------------------------

Robert F. Finkelston                            /s/ Robert F. Finkelston
                                                -----------------------------

Michelle M. Gallo                               /s/ Michelle M. Gallo
                                                -----------------------------

Ishwar D. Gupta                                 /s/ Ishwar D. Gupta
                                                -----------------------------

David C. Lebinsky                               /s/ David C. Lebinsky
                                                -----------------------------

Gregory J. Prygon                               /s/ Gregory J. Prygon
                                                -----------------------------

Thomas J. Ryan                                  /s/ Thomas J. Ryan
                                                -----------------------------

Merrill J. Sklenar                              /s/ Merrill J. Sklenar
                                                -----------------------------

L. Linn Solano                                  /s/ L. Linn Solano
                                                -----------------------------

Norman D. Van Horn                              /s/ Norman D. Van Horn
                                                -----------------------------

Joel L. Weiss                                   /s/ Joel L. Weiss
                                                -----------------------------

22

SCHEDULE I
------------------------------------------------------------------------------------------------------------------------------------
COUNTRY/                                                          COUNTRY/
MARKET             SUBCUSTODIAN(S)                                MARKET            SUBCUSTODIAN(S)
------------------ ---------------------------------------------- ----------------- ------------------------------------------------
ARGENTINA          Citibank N.A. - Argentina                      INDIA             The Hongkong & Shanghai Banking Corp. Ltd.
AUSTRALIA          National Australia Bank                        INDONESIA         The Hongkong & Shanghai Banking Corp. Ltd.
AUSTRIA            Bank Austria AG                                IRELAND           AIB/BNY Trust Company Limited
BAHRAIN            HSBC Bank Middle East Limited                  ISRAEL            Bank Leumi LE - Israel B.M.
BANGLADESH         The Hongkong & Shanghai Banking Corp. Ltd.     ITALY             Banca Intesa
BELGIUM            ING Belgium SA/NV                              IVORY COAST       Societe Generale de Banques en Cote d'Ivoire
BENIN              Societe Generale de Banques en Cote d'Ivoire   JAMAICA           FirstCaribbean International Securities Limited.
BERMUDA            Bank of Bermuda Limited                        JAPAN             The Bank of Tokyo-Mitsubishi Limited /
                                                                                    Mizuho Corporate Bank, Limited
BOLIVIA            Citibank, N.A.                                 JORDAN            HSBC Bank Middle East Limited
BOTSWANA           Barclays Bank of Botswana Ltd.                 KAZAKHSTAN        The Hongkong and Shanghai Banking Corp. Ltd.
BRAZIL             BankBoston, N.A.                               KENYA             Barclays Bank of Kenya Ltd.
BULGARIA           ING Bank N.V.                                  LATVIA            Hansabanka Limited
BURKINA FASO       Societe Generale de Banques en Cote d'Ivoire   LEBANON           HSBC Bank Middle East Limited
CANADA             Royal Bank of Canada                           LITHUANIA         Vilniaus Bankas
CHILE              BankBoston, N.A.                               LUXEMBOURG        Banque et Caisse d'Epargne de l'Etat
CHINA              The Hongkong & Shanghai Banking Corp. Ltd.     MALAYSIA          HSBC Bank Malaysia Berhad
COLOMBIA           Cititrust Colombia S.A.                        MALI              Societe Generale de Banques en Cote d'Ivoire
COSTA RICA         Banco BCT                                      MALTA             HSBC Bank Malta p.l.c.
CROATIA            Privredna banka Zagreb d.d.                    MAURITIUS         The Hongkong & Shanghai Banking Corp. Ltd.
CYPRUS             Bank of Cyprus Ltd.                            MEXICO            Banco Nacional de Mexico
CZECH REPUBLIC     Ceskoslovenska Obchodni Banka A.S.             MOROCCO           Banque Commerciale du Maroc
DENMARK            Danske Bank                                    NAMIBIA           Standard Bank Namibia Ltd.
ECUADOR            Citibank, N.A.                                 NASDAQ EUROPE     ING Belgium SA/NV
EGYPT              Citibank, N.A.                                 NETHERLANDS       Fortis Bank (Nederland) N.V.
ESTONIA            Hansabank Limited                              NEW ZEALAND       National Australia Bank
EUROMARKET         Clearstream Banking Luxembourg                 NIGER             Societe Generale de Banques en Cote d'Ivoire
EUROMARKET         Euroclear Bank                                 NIGERIA           Stanbic Bank Nigeria Ltd.
FINLAND            Nordea Bank Finland plc                        NORWAY            Den norske Bank ASA
FRANCE             BNP Paribas Securities Services /              OMAN              HSBC Bank Middle East Limited
                   Credit Agricole Indosuez
GERMANY            Dresdner Bank AG                               PAKISTAN          Standard Chartered Bank
GHANA              Barclays Bank of Ghana Ltd.                    PALESTINIAN
                                                                  AUTONOMOUS AREA   HSBC Bank Middle East Limited
GREECE             BNP Paribas Securities Services                PANAMA            BankBoston, N.A.
GUINEA BISSAU      Societe Generale de Banques en Cote d'Ivoire   PERU              Citibank, N.A.
HONG KONG          The Hongkong & Shanghai Banking Corp. Ltd.     PHILIPPINES       The Hongkong & Shanghai Banking Corp. Ltd.
HUNGARY            HVB Bank Hungary Rt.                           POLAND            ING Bank Slaski
ICELAND            Landsbanki Islands                             PORTUGAL          Banco Comercial Portugues
QATAR              HSBC Bank Middle East Limited                  THAILAND          The Hongkong & Shanghai Banking Corp. Ltd. /
                                                                                    Bangkok Bank Public Company Ltd.
ROMANIA            ING Bank Bucharest                             TOGO              Societe Generale de Banques en Cote d'Ivoire
RUSSIA             Vneshtorgbank (Min Fin Bonds only) /           TRINIDAD &
                   ING Bank (Eurasia)                             TOBAGO            Republic Bank Limited
SENEGAL            Societe Generale de Banques en Cote d'Ivoire   TUNISIA           Banque Internationale Arabe de Tunisie
SINGAPORE          United Overseas Bank Ltd. /                    TURKEY            Turkye Garanti Bankasi A.S. (Garanti Bank)
                   DBS Bank Ltd.
SLOVAK REPUBLIC    Ceskoslovenska Obchodni Banka, a.s.            U.A.E.            HSBC Bank Middle East Limited, Dubai
SLOVENIA           Bank Austria Creditanstalt d.d.  Ljubljana     UKRAINE           ING Bank Ukraine
SOUTH AFRICA       Standard Corporate & Merchant Bank (SCMB)      UNITED KINGDOM    The Bank of New York /
                                                                                    The Depository & Clearing Centre (DCC)
SOUTH KOREA        The Hongkong & Shanghai Banking Corp. Ltd.     UNITED STATES     The Bank of New York
SPAIN              Banco Bilbao Vizcaya Argentaria S.A. (BBVA) /  URUGUAY           BankBoston, N.A.
                   Santander Central Hispano Investment
SRI LANKA          The Hongkong & Shanghai Banking Corp. Ltd.     VENEZUELA         Citibank, N.A.
SWAZILAND          Standard Bank Swaziland Ltd.                   VIETNAM           The Hongkong & Shanghai Banking Corp. Ltd.
SWEDEN             Skandinaviska Enskilda Banken                  ZAMBIA            Barclays Bank of Zambia Ltd.
SWITZERLAND        Credit Suisse First Boston                     ZIMBABWE          Barclays Bank of Zimbabwe Ltd.
TAIWAN             The Hongkong & Shanghai Banking Corp. Ltd.
------------------ ---------------------------------------------- ----------------- ------------------------------------------------
*Assets maintained in a particular Country/Market may be maintained only at the Subcustodian(s) listed for that Country/Market*



                                                                                                                                  23


EXHIBIT (g)(2)

AMENDMENT TO
AMENDED AND RESTATED CUSTODIAN SERVICES AGREEMENT


AMENDMENT TO
AMENDED AND RESTATED CUSTODIAN SERVICES AGREEMENT

This Amendment is an amendment to the Amended and Restated Custodian Services Agreement between Phoenix Insight Funds Trust (formerly Harris Insight Funds Trust) (the "Fund") and PFPC Trust Company ("PFPC Trust") dated as of February 2, 2004 (the "Agreement"). The date of this Amendment is as of April 16, 2007.

WHEREAS, the Fund and PFPC Trust are parties to the Agreement; and

WHEREAS, the Fund and PFPC Trust wish to amend the Agreement as set forth below;

NOW, THEREFORE, in consideration of the premises and agreements set forth in this document and of the revisions to the sub-custodian structure relating to the Fund, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Schedule I of the Agreement shall be amended and restated in its entirety as set forth in the Schedule I attached to this Amendment (as such Schedule I may be amended as set forth in Section 17 of the Agreement).

2. The following language shall be added at the end of Section 13(a) of the Agreement: "; provided that the liability of PFPC Trust in connection with any loss of assets shall not exceed the fair market value of such assets at the time of such willful misfeasance, bad faith, negligence or reckless disregard".

3. The word ", general" shall be added immediately after the word "special" in
Section 13(c) of the Agreement.

4. Section 14(m) of the Agreement shall be amended and restated in its entirety as follows: "(m) Crediting of Accounts. PFPC Trust may in its sole discretion credit an Account with respect to income, dividends, distributions, coupons, option premiums, other payments or similar items prior to PFPC Trust's actual receipt thereof, and in addition PFPC Trust may in its sole discretion credit or debit the assets in an Account on a contractual settlement date with respect to any sale, exchange or purchase applicable to the Account (provided that PFPC Trust may reverse any such credit or debit if it determines in its absolute discretion that the transaction with respect to which the credit or debit was made has failed). If PFPC Trust credits an Account with respect to (a) income, dividends, distributions, coupons, option premiums, other payments or similar items on a contractual payment date or otherwise in advance of PFPC Trust's actual receipt of the amount due, (b) the proceeds of any sale or other disposition of assets on the contractual settlement date or otherwise in advance of PFPC Trust's actual receipt of the amount due or (c) provisional crediting of any amounts due, and (i) PFPC Trust is subsequently unable for whatever reason to collect full, final and irreversible payment in immediately available funds for the amounts so credited within a reasonable time period or (ii) pursuant to standard industry practice, law or regulation the amounts so credited are subject to a security interest, levy or other encumbrance or PFPC Trust is required to repay to a third party such amounts so credited, PFPC Trust shall have


the absolute right in its sole discretion without demand to reverse any such credit or payment, to debit or deduct the amount of such credit or payment from the Account, and to otherwise pursue recovery of any such amounts so credited from the Fund. Nothing in this Agreement or otherwise shall require PFPC Trust to make any advances or to credit any amounts until PFPC Trust's actual receipt thereof. Advances shall be payable on demand. The Fund hereby grants to PFPC Trust and to each sub-custodian utilized by PFPC Trust in connection with providing services to the Fund a first priority contractual possessory security interest in and a right of setoff against the assets maintained in an Account hereunder in the amount necessary to secure the return and payment to PFPC Trust and to each such sub-custodian of any advance or credit made by PFPC Trust and/or by such sub-custodian (including charges related thereto) to such Account; such first priority contractual possessory security interest in and right of setoff against the assets maintained in an Account hereunder shall be free of any right of redemption or prior claim of the Fund or any other entity and shall be subject to no setoffs, counterclaims or other liens or grants by the Fund or any other entity prior to or on a parity therewith, and the Fund shall take such reasonable additional steps as PFPC Trust may require to assure such priority. Without limiting any other rights of PFPC Trust under this Agreement, PFPC Trust may assign any rights it has under this
Section 14(m) to any sub-custodian utilized by PFPC Trust in connection with providing services to the Fund."

5. The second sentence of Section 16 of the Agreement shall be amended and restated in its entirety as follows: "Notice shall be addressed (a) if to PFPC Trust at 8800 Tinicum Boulevard, Philadelphia, PA 19153, marked for the attention of the Mutual Fund Custody Department (or such other address as PFPC Trust may inform the Fund in writing) or (b) if to the Fund at 56 Prospect Street, Hartford, CT 06115 (or such other address as the Fund may inform PFPC Trust in writing)."

6. The following language shall be added as a new Section 21(g) of the Agreement: "(g) The Fund hereby represents and warrants to PFPC Trust that
(i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to PFPC Trust or to the adviser or sponsor or other affiliate of the Fund in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, float benefits, up front payments, signing payments or periodic payments relating to this Agreement have been fully disclosed to the Board of Trustees of the Fund and that, if required by applicable law, such Board of Trustees has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits."

Agreed:

Phoenix Insight Funds Trust                          PFPC Trust Company


By:  /s/Francis G. Waltman                 By:     /s/ Patrick Schaffer
    --------------------------------          ----------------------------------

Name:  Francis G. Waltman                 Name:    Patrick Schaffer
     -------------------------------              ------------------------------

Title: Senior Vice President              Title:   Vice President and Director
      ------------------------------              ------------------------------


SCHEDULE I

--------------------------------------------------------------------------------
COUNTRY/MARKET               SUBCUSTODIAN(S)
---------------------------- ---------------------------------------------------
Argentina                    Citibank, N.A.
---------------------------- ---------------------------------------------------
Australia                    Citibank Pty Limited
---------------------------- ---------------------------------------------------
Austria                      Citibank N.A (through Milan)
---------------------------- ---------------------------------------------------
Bahrain                      HSBC Bank Middle East Ltd
---------------------------- ---------------------------------------------------
Bangladesh                   Standard Chartered Bank
---------------------------- ---------------------------------------------------
Belgium                      Fortis Bank (Nederland) NV
---------------------------- ---------------------------------------------------
Bermuda                      Bank of Bermuda
---------------------------- ---------------------------------------------------
Botswana                     Barclays Bank of Botswana Limited
---------------------------- ---------------------------------------------------
Brazil                       Citibank, N.A.
---------------------------- ---------------------------------------------------
Bulgaria                     ING NV Sofia Branch
---------------------------- ---------------------------------------------------
Canada                       Citibank Canada
---------------------------- ---------------------------------------------------
Chile                        Citibank, N.A.
---------------------------- ---------------------------------------------------
China - Shanghai             Citibank, N.A.
---------------------------- ---------------------------------------------------
China - Shenzhen             Citibank, N.A.
---------------------------- ---------------------------------------------------
Colombia                     Cititrust Colombia S.A
---------------------------- ---------------------------------------------------
Croatia                      Privredna Banka Zagreb Dd.
---------------------------- ---------------------------------------------------
Cyprus                       Hellenic Bank Ltd
---------------------------- ---------------------------------------------------
Czech Republic               Citibank, AS
---------------------------- ---------------------------------------------------
Denmark                      Nordea Bank Danmark A/S
---------------------------- ---------------------------------------------------
Dubai (U.A.E.)               The Hongkong & Shanghai Banking Corp
---------------------------- ---------------------------------------------------
Egypt                        Citibank, N.A.
---------------------------- ---------------------------------------------------
Estonia                      Hansabank Ltd
---------------------------- ---------------------------------------------------
Finland                      Nordea Bank Finland Plc
---------------------------- ---------------------------------------------------
France                       Citibank International Plc.
---------------------------- ---------------------------------------------------
Germany                      Citigroup Global Markets Deutschland AG & Co. KgaA
---------------------------- ---------------------------------------------------
Greece                       Citibank International Plc.
---------------------------- ---------------------------------------------------
Hong Kong                    Citibank, N.A.
---------------------------- ---------------------------------------------------
Hungary                      Citibank Zrt
---------------------------- ---------------------------------------------------
Iceland                      Kaupthing Bank (Arion Custody Services)
---------------------------- ---------------------------------------------------
India                        Citibank, N.A.
---------------------------- ---------------------------------------------------
Indonesia                    Citibank, N.A.
---------------------------- ---------------------------------------------------
Ireland                      Citibank International Plc
---------------------------- ---------------------------------------------------
Israel                       Bank Hapoalim
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
COUNTRY/MARKET               SUBCUSTODIAN(S)
---------------------------- ---------------------------------------------------
Italy                        Citibank, N.A.
---------------------------- ---------------------------------------------------
Japan                        Citibank N.A.
---------------------------- ---------------------------------------------------
Jordan                       Arab Bank.
---------------------------- ---------------------------------------------------
Kazakhstan                   SB HSBC Kazakhstan JSC
---------------------------- ---------------------------------------------------
Korea                        Citibank Korea, Inc.
---------------------------- ---------------------------------------------------
Kuwait                       HSBC Bank Middle East Ltd.
---------------------------- ---------------------------------------------------
Latvia                       Hansabank
---------------------------- ---------------------------------------------------
Lebanon                      HSBC Bank Middle East Ltd.
---------------------------- ---------------------------------------------------
Lithuania                    HansaBank
---------------------------- ---------------------------------------------------
Malaysia                     Citibank Berhad
---------------------------- ---------------------------------------------------
Mauritius                    HSBC
---------------------------- ---------------------------------------------------
Malta                        HSBC Bank Malta plc
---------------------------- ---------------------------------------------------
Mexico                       Banamex  S.A.
---------------------------- ---------------------------------------------------
Morocco                      Banque Commerciale du Maroc
---------------------------- ---------------------------------------------------
Netherlands                  Citibank, N.A.
---------------------------- ---------------------------------------------------
New Zealand                  Citibank Nominees (New Zealand) Limited
---------------------------- ---------------------------------------------------
Norway                       Nordea Bank Norge ASA
---------------------------- ---------------------------------------------------
Oman                         HSBC Bank Middle East Ltd.
---------------------------- ---------------------------------------------------
Pakistan                     Citibank, N.A.
---------------------------- ---------------------------------------------------
Palestine Autonomous Area    HSBC Bank Middle East Ltd.
---------------------------- ---------------------------------------------------
Peru                         Citibank del Peru S.A.
---------------------------- ---------------------------------------------------
Philippines                  Citibank, N.A.
---------------------------- ---------------------------------------------------
Poland                       Bank Handlowy w Warszawie S.A.
---------------------------- ---------------------------------------------------
Portugal                     Citibank International Plc
---------------------------- ---------------------------------------------------
Qatar                        HSBC Bank Middle East Ltd.
---------------------------- ---------------------------------------------------
Romania                      Citibank Romania S.A
---------------------------- ---------------------------------------------------
Russia                       ZAO Citibank
---------------------------- ---------------------------------------------------
Saudi Arabia                 The Saudi British Bank Ltd., Riyadh
---------------------------- ---------------------------------------------------
Singapore                    Citibank, N.A.
---------------------------- ---------------------------------------------------
Slovak Republic              Citibank (Slovakia) a.s.
---------------------------- ---------------------------------------------------
Slovenia                     Bank Austria
---------------------------- ---------------------------------------------------
South Africa                 First National Bank of South Africa Limited
---------------------------- ---------------------------------------------------
Spain                        Citibank International Plc
---------------------------- ---------------------------------------------------
Sri Lanka                    Citibank, N.A.
---------------------------- ---------------------------------------------------
Sweden                       SEB
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
COUNTRY/MARKET               SUBCUSTODIAN(S)
---------------------------- ---------------------------------------------------
Switzerland                  Citibank, N.A.
---------------------------- ---------------------------------------------------
Taiwan                       Citibank, N.A.
---------------------------- ---------------------------------------------------
Thailand                     Citibank, N.A.
---------------------------- ---------------------------------------------------
Tunisia                      Banque Internationale Arabe de Tunisie
---------------------------- ---------------------------------------------------
Turkey                       Citibank A.S.
---------------------------- ---------------------------------------------------
Ukraine                      ING Bank
---------------------------- ---------------------------------------------------
United Kingdom               Citibank, N.A.
---------------------------- ---------------------------------------------------
United States                Citibank, N.A.
---------------------------- ---------------------------------------------------
Venezuela                    Citibank, N.A.
---------------------------- ---------------------------------------------------
Vietnam                      Citibank, N.A.
---------------------------- ---------------------------------------------------
Zimbabwe                     Barclays Bank of Zimbabwe Limited
--------------------------------------------------------------------------------

*Assets maintained in a particular Country/Market may be maintained only at the Subcustodian(s) listed for that Country/Market*


EXHIBIT (g)(3)

RULE 17f-5f


April 16, 2007

Phoenix Insight Funds Trust
56 Prospect Street
Hartford, CT 06115

Re: SEC Rule 17f-5 ("rule 17f-5") and Rule 17f-7 ("rule 17f-7") under the Investment Company Act of 1940, as amended ("1940 Act")

Dear Sirs:

Reference is made to the amended and restated custodian services agreement dated as of February 2, 2004, as amended (the "Fund Custody Agreement") by and between PFPC Trust Company ("PFPC") and Phoenix Insight Funds Trust (formerly Harris Insight Funds Trust) (the "Fund").

1. Rule 17f-5

1.1. With respect to "Foreign Assets" (as that term is defined in rule 17f-5(a)(2)) in such jurisdictions as the Fund and PFPC shall agree from time to time, the Fund hereby delegates to PFPC, and PFPC hereby accepts and assumes, the following duties of a "Foreign Custody Manager" as set forth in rule 17f-5:

a. selecting "Eligible Foreign Custodians" (as that term is defined in rule 17f-5(a)(1)), having first determined that Foreign Assets placed and maintained in the safekeeping of each such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such Foreign Assets, including, without limitation, those factors set forth in rule 17f-5(c)(1)(i)-(iv);

b. determining that the written contract with each Eligible Foreign Custodian will provide reasonable care for Foreign Assets based on the standards applicable to custodians in the relevant market, determining that the written contract with each Eligible Foreign Custodian satisfies the requirements of rule 17f-5(c)(2), and entering into written contracts with such Eligible Foreign Custodians; and

c. establishing a system for monitoring the appropriateness of both maintaining the Foreign Assets with each Eligible Foreign Custodian and the performance of the custody contractual arrangements with such Eligible Foreign Custodians, it being understood, however, that in the event that PFPC shall have determined that the existing Eligible Foreign Custodian in a given country no longer affords reasonable care to Foreign Assets and that no other available Eligible Foreign Custodian in that country would afford reasonable care, PFPC shall promptly so advise the Fund and shall then act in accordance with authorized instructions with respect to the disposition of the affected Foreign Assets.

For purposes of clarity, it is understood and agreed that PFPC shall not be responsible for any Foreign Custody Manager duties, including but not limited to those described in a., b. and c. above, with respect to any assets held by a securities depository.

- 1 -

1.2. In acting as a Foreign Custody Manager, PFPC shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets in a particular jurisdiction would exercise. PFPC's liability to the Fund hereunder shall be for PFPC's failure to exercise such reasonable care, prudence and diligence, provided however that PFPC shall not be liable for indirect, special, general or consequential damages or losses or for lost profits or loss of business nor shall PFPC be liable for damages or losses arising from reasons or causes beyond its control, and provided further however that PFPC's liability shall not exceed the fair market value of any loss of assets resulting from such failure to exercise such reasonable care, prudence and diligence at the time of such failure.

1.3. PFPC shall provide the Board of Trustees of the Fund with written quarterly reports for use at the Fund's quarterly Board of Trustees meetings regarding the placement of the Foreign Assets with a particular Eligible Foreign Custodian and any material changes to the arrangements with any Eligible Foreign Custodian at which Foreign Assets may be held pursuant to the Fund Custody Agreement.

1.4. Subject to Sections 1.1 - 1.3 above, PFPC is hereby authorized to place and maintain Foreign Assets on behalf of the Fund with Eligible Foreign Custodians pursuant to written contracts which PFPC has determined meet the requirements of rule 17f-5(c)(2).

2. Rule 17f-7

2.1. The Fund appoints PFPC, for such consideration (if any) as agreed and as contemplated by rule 17f-7 to provide an analysis to the Fund of the custody risks associated with maintaining the Fund's Foreign Assets with each "Eligible Securities Depository" (as that term is defined in rule 17f-7(b)(1)) at which the Fund's Foreign Assets are maintained as of the effective date of this document (or, in the case of an Eligible Securities Depository at which the Fund's Foreign Assets are not maintained as of such date, upon the maintenance of the Fund's Foreign Assets at such Depository after such date). The foregoing analysis may be provided at PFPC's website. PFPC shall monitor the custody risks associated with maintaining the Fund's Foreign Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify the Fund or its adviser of any material adverse change in such risks. The Fund acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from those sub-custodians chosen by PFPC under the Fund Custody Agreement or through publicly available information otherwise obtained by PFPC, and PFPC shall be entitled to rely on the information referenced in this sentence.

2.2. The Fund acknowledges that it may maintain Foreign Assets only at the depositories listed on Exhibit A hereto (as the same may be changed by PFPC from time to time). If the Fund maintains Foreign Assets at a depository listed on Exhibit A (including Foreign Assets maintained by the Fund at the time this document is entered into) or the Fund enters into a transaction with respect to Foreign Assets that as a matter of practice are or may be maintained at a depository listed on Exhibit A, such action will (unless the Fund provides written notice to PFPC specifically stating that a particular depository is not acceptable to it) serve as the Fund's acknowledgement that such depository is acceptable to it.

2.3. PFPC shall exercise reasonable care, prudence and diligence in performing pursuant to Section 2 hereof. PFPC's liability to the Fund hereunder shall be for PFPC's failure

- 2 -

to exercise such reasonable care, prudence and diligence, provided however that PFPC shall not be liable for indirect, special, general or consequential damages or losses or for lost profits or loss of business nor shall PFPC be liable for damages or losses arising from reasons or causes beyond its control, and provided further however that PFPC's liability shall not exceed the fair market value of any loss of assets resulting from such failure to exercise such reasonable care, prudence and diligence at the time of such failure.

3. General

3.1. Each party hereto represents that it has taken all requisite action (corporate or otherwise) to authorize the execution and delivery of this document, and in addition the Fund represents that the Foreign Assets which are the subject matter of this document are subject to the 1940 Act and that its Board of Trustees has determined that it is reasonable to rely on PFPC to perform as the Fund's Foreign Custody Manager.

3.2. Notwithstanding the provisions of any arrangements between the Fund and PFPC or otherwise, the Fund hereby agrees that assets may be maintained with any Eligible Foreign Custodian referred to in sub-section 1.4 above and any Eligible Securities Depository as defined in rule 17f-7(b)(1) (without the need to comply with any notice or consent or other requirements which may be set forth in any such arrangements).

3.3. This document shall be construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. This document may be executed by one or more of the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This document may be terminated by a party upon 60 days written notice to the other party or upon termination of the Fund Custody Agreement, whichever is sooner.

3.4. Notwithstanding anything in this document to the contrary, PFPC's liability for any action or omission of any foreign sub-custodian (as distinguished from PFPC's own duties as a Foreign Custody Manager under this document) shall be solely as set forth in the Fund Custody Agreement, and PFPC shall have no liability for actions, omissions or other matters relating to a depository.

3.5. PFPC shall have no responsibility to supervise, recommend or advise the Fund relative to the investment, purchase, sale, retention or disposition of any Foreign Assets in any country. In addition, PFPC shall have no responsibility with respect to any country risks (including without limitation the financial infrastructure of a country; a country's prevailing custody or settlement practices; nationalization, expropriation or other governmental actions; currency controls, restrictions, devaluations or fluctuations; and market conditions that may affect the orderly execution of securities transactions or the value of assets), including without limitation no responsibility to provide any evaluation regarding country risks; it is expressly agreed that if PFPC provides any evaluation of country risks, PFPC shall have no responsibility with respect to that evaluation. For clarity, this sub-section 3.5 shall not affect PFPC's responsibility under sub-section 2.1 above with respect to custody risks, as distinguished from country risks (for purposes of this sentence and sub-section 2.1 above only, "custody risks" include (to the extent required by rule 17f-7) the extent and quality of regulation and independent examination of a particular Eligible Securities Depository but "custody risks" do not include any other mater relating to regulation of the banking industry, securities industry or any other

- 3 -

industry; for all other purposes, any matter relating to regulation of the banking industry, securities industry or any other industry shall be considered a matter of country risk).

3.6. The Fund will indemnify PFPC for losses, liabilities and expenses suffered by PFPC with respect to the matters set forth in this document, except for such losses, liabilities and expenses which are the result of PFPC's failure to comply with its standard of care set forth in the Fund Custody Agreement and except for any indirect, special or consequential damages or losses or lost profits or loss of business.

3.7. The Fund acknowledges that PFPC may utilize another entity to carry out its duties set forth herein, provided that PFPC shall be liable for the actions or omissions of such entity to the same extent that PFPC is liable to the Fund for its own actions or omissions under this document.

3.8. A copy of the Declaration of Trust of the Fund is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this agreement is executed on behalf of the Trustees of the Fund as Trustees and not individually, and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund or of the applicable series thereof.

3.9 This document supersedes and replaces the document between the Fund and PFPC dated February 2, 2004 entitled "SEC Rule 17f-5 ("rule 17f-5") and Rule 17f-7 ("rule 17f-7") under the Investment Company Act of 1940, as amended ("1940 Act")."

If the foregoing corresponds to your understanding of our agreement, please indicate your acceptance by the signature of your authorized representative below.

Yours truly,

PFPC TRUST COMPANY

By:        /s/ Patrick Schaffer
       -----------------------------------------------

Name:      Patrick Schaffer
       -----------------------------------------------

Title:     Vice President and Director
       -----------------------------------------------

Agreed and accepted:

PHOENIX INSIGHT FUNDS TRUST

By:        /s/ Francis G. Waltman
       -----------------------------------------------

Name:      Francis G. Waltman
       ----------------------------------------------

Title:     Senior Vice President
       -----------------------------------------------

- 4 -

Exhibit A
Eligible Securities Depositories

--------------------------------------------------------------------------------
COUNTRY       DEPOSITORIES
--------------------------------------------------------------------------------
Argentina     Caja de Valores S.A. (CDV)
--------------------------------------------------------------------------------
Argentina     Central de Registration y de Instrumentos de Endeamiento Publico
              (CRYL)
--------------------------------------------------------------------------------
Australia     Austraclear
--------------------------------------------------------------------------------
Australia     Clearing House Electronic Sub-Register System (CHESS)
--------------------------------------------------------------------------------
Austria       Oesterreichische Kontrollbank AG (OeKB)
--------------------------------------------------------------------------------
Bahrain       The Clearing, Settlement and Depository System (CSD)
--------------------------------------------------------------------------------
Bangladesh    Central Depository Bangladesh Limited
--------------------------------------------------------------------------------
Belgium       Euronext Brussels - CIK
--------------------------------------------------------------------------------
Belgium       National Bank of Belgium (NBB)
--------------------------------------------------------------------------------
Bermuda       Bermuda Securities Depository (BSD)
--------------------------------------------------------------------------------
Brazil        Companhia Brasileira de Liquidacao e Custodia (CBLC)
--------------------------------------------------------------------------------
Brazil        Central of Custody and Financial Settlement of Securities (CETIP)
--------------------------------------------------------------------------------
Brazil        Central Bank / Sestema Especial de Liquidacoa e Custodia (SELIC)
--------------------------------------------------------------------------------
Bulgaria      Central Securities Depository AD  (CDAD)
--------------------------------------------------------------------------------
Bulgaria      Bulgarian National Bank's Government Securities Settlement
              System (BNB)
--------------------------------------------------------------------------------
Canada        Canadian Depository for Securities Ltd.
--------------------------------------------------------------------------------
Chile         Deposito Central de Valores SA (DCV)
--------------------------------------------------------------------------------
China         China Securities Depository and Clearing Corporation Limited
--------------------------------------------------------------------------------
China         China Securities Depository and Clearing Corporation Limited
--------------------------------------------------------------------------------
Colombia      Deposito Central de Valores (DCV)
--------------------------------------------------------------------------------
Colombia      Deposito Centralizado de Valores (DECEVAL)
--------------------------------------------------------------------------------
Costa Rica    Central de Valores de la Bolsa Nacional de Valores (CEVAL)
--------------------------------------------------------------------------------
Croatia       Central Depository Agency Inc. - Sredisnja Depozitarna Agencija
              (SDA)
--------------------------------------------------------------------------------
Croatia       Ministry of Finance (MoF)
--------------------------------------------------------------------------------
Cyprus        Cyprus Central Depository and Central Registry (CDCR)
--------------------------------------------------------------------------------
Czech         Czech National Bank (CNB)
--------------------------------------------------------------------------------
Czech         Stredisko Cennych Papiru (SCP)
--------------------------------------------------------------------------------
Denmark       Vaerdipapircentralen (VP)
--------------------------------------------------------------------------------
Egypt         Misr for Clearing Settlement and Central Depository (MCSD)
--------------------------------------------------------------------------------
Egypt         Bank of Egypt
--------------------------------------------------------------------------------
Estonia       Estonian Central Depository for Securities
--------------------------------------------------------------------------------
Euroclear     Euroclear S.A./N.V.
--------------------------------------------------------------------------------
Finland       Finnish Central Securities Depository (APK)
--------------------------------------------------------------------------------
France        Euroclear France
--------------------------------------------------------------------------------
Germany       Clearstream Banking AG (Frankfurt)
--------------------------------------------------------------------------------
Greece        Central Securities Depository SA (CSD)
--------------------------------------------------------------------------------
Greece        Bank of Greece Securities Settlement System (BOGS)
--------------------------------------------------------------------------------
Hong Kong     Central MoneyMarket Unit (CMU)
--------------------------------------------------------------------------------
Hong Kong     Hong Kong Securities Clearing Company Limited (HKSCC)
--------------------------------------------------------------------------------
Hungary       The Central Depository and Clearing House Ltd. (KELER Ltd.)
--------------------------------------------------------------------------------

                                     - 5 -

--------------------------------------------------------------------------------
COUNTRY       DEPOSITORIES
--------------------------------------------------------------------------------
Iceland       Icelandic Securities Depository Limited
--------------------------------------------------------------------------------
India         National Securities Depository Limited (NSDL)
--------------------------------------------------------------------------------
India         Central Depository Services (India) Limited (CDSL)
--------------------------------------------------------------------------------
India         Reserve Bank of India (RBI)
--------------------------------------------------------------------------------
Indonesia     Penyelesaian Transaksi Pasar Uang - Bank of Indonesia (BoI)
--------------------------------------------------------------------------------
Indonesia     PK Kustodia Sentral Efek Indonesia (KSEI)
--------------------------------------------------------------------------------
Ireland       Euroclear SA/NV and United Kingdom - Crest
--------------------------------------------------------------------------------
Israel        Tel Aviv Stock Exchange-Clearinghouse (SECH)
--------------------------------------------------------------------------------
Italy         Monte Titoli (MT)
--------------------------------------------------------------------------------
Japan         Bank of Japan (BOJ)
--------------------------------------------------------------------------------
Japan         Japan Securities Depository Center (JASDEC)
--------------------------------------------------------------------------------
Jordan        Jordan Securities Depository Center
--------------------------------------------------------------------------------
Kazakhstan    CJSC Central Securities Depository of the Republic of Kazakhstan
--------------------------------------------------------------------------------
Korea         Korea Securities Depository (KSD)
--------------------------------------------------------------------------------
Kuwait        Kuwait Clearing Company (KCC)
--------------------------------------------------------------------------------
Latvia        Bank of Latvia (BOL)
--------------------------------------------------------------------------------
Latvia        Latvian Central Depository (LCD)
--------------------------------------------------------------------------------
Lebanon       Central Bank of Lebanon
--------------------------------------------------------------------------------
Lebanon       MidClear
--------------------------------------------------------------------------------
Lithuania     Central Securities Depository of Lithuania (CSDL)
--------------------------------------------------------------------------------
Luxembourg    Clearstream Banking (Luxembourg)
--------------------------------------------------------------------------------
Malaysia      Bank Negara Malaysia (BNM)
--------------------------------------------------------------------------------
Malaysia      Malaysian Central Depository Sdn. Bhd. (MCD)
--------------------------------------------------------------------------------
Malta         Malta Central Securities Depository
--------------------------------------------------------------------------------
Mauritius     The Central Depository and Settlement Company (CDS)
--------------------------------------------------------------------------------
Mauritius     Bank of Mauritius
--------------------------------------------------------------------------------
Mexico        S.D. Indeval, S.A de CV
--------------------------------------------------------------------------------
Morocco       Maroclear
--------------------------------------------------------------------------------
Netherlands   Euroclear Netherlands - Necigef
--------------------------------------------------------------------------------
Netherlands   NIEC
--------------------------------------------------------------------------------
New Zealand   New Zealand Central Securities Depository (NZCSD)
--------------------------------------------------------------------------------
Norway        The Norwegian Central Securities Depository  (VPS)
--------------------------------------------------------------------------------
Oman          Muscat Depository and Securities Registration Company (MDSRC)
--------------------------------------------------------------------------------
Pakistan      State Bank of Pakistan (SBP)
--------------------------------------------------------------------------------
Pakistan      Central Depository Company of Pakistan (CDC)
--------------------------------------------------------------------------------
Philippines   Philippine Depository Trust Corporation
--------------------------------------------------------------------------------
Philippines   Register of Scripless Securities (RoSS)
--------------------------------------------------------------------------------
Poland        National Depository for Securities (NDS)
--------------------------------------------------------------------------------
Poland        National Bank of Poland (NBP)
--------------------------------------------------------------------------------
Portugal      Interbolsa
--------------------------------------------------------------------------------
Qatar         Doha Securities Market (DSM)
--------------------------------------------------------------------------------

                                     - 6 -

--------------------------------------------------------------------------------
COUNTRY       DEPOSITORIES
--------------------------------------------------------------------------------
Romania       Bucharest Stock Exchange (BSE)
--------------------------------------------------------------------------------
Romania       Societatea Nationala de Compensare, Decontare si
              Depozitare Pentru Valori Mobiliare S.A. (SNCDD)
--------------------------------------------------------------------------------
Russia        Bank for Foreign trade of the Russian Federation (VTB)
--------------------------------------------------------------------------------
Russia        The National Depository Centre (NDC)
--------------------------------------------------------------------------------
Russia        Depository Clearing Company (DCC)
--------------------------------------------------------------------------------
Singapore     Central Depository Pte. Ltd.
--------------------------------------------------------------------------------
Singapore     Monetary Authority of Singapore
--------------------------------------------------------------------------------
Slovakia      National Bank of Slovalia (NBS)
--------------------------------------------------------------------------------
Slovakia      Stredisko cennych papierov SR,a.s (SCP)
--------------------------------------------------------------------------------
Slovenia      Central Securities Clearing and Depository
              Corporation (KDD)
--------------------------------------------------------------------------------
South Africa  Share Transactions Totally Electronic (STRATE)
--------------------------------------------------------------------------------
Spain         Iberclear
--------------------------------------------------------------------------------
Sri Lanka     Central Depository Systems Private Limited (CDS)
--------------------------------------------------------------------------------
Sweden        Vardepappercentralen (VPC)
--------------------------------------------------------------------------------
Switzerland   SIS SegaInterSettle AG
--------------------------------------------------------------------------------
Taiwan        Taiwan Securities Central Depository Co. Ltd. (TSCD)
--------------------------------------------------------------------------------
Taiwan        Taiwan Government Securities System (CGSS)
--------------------------------------------------------------------------------
Thailand      Thailand Securities Depository Co. Ltd. (TSD)
--------------------------------------------------------------------------------
Thailand      Bank of Thailand
--------------------------------------------------------------------------------
Tunisia       STICODEVAM
--------------------------------------------------------------------------------
Turkey        Central Bank of Turkey (CBT)
--------------------------------------------------------------------------------
Turkey        Takasbank ISE Settlement and Custody Bank Inc.
--------------------------------------------------------------------------------
UK            Central Moneymarkets office (CMO)
--------------------------------------------------------------------------------
UK            Crestco Limited
--------------------------------------------------------------------------------
Ukraine       Interregional Securities Union (MFS)
--------------------------------------------------------------------------------
Ukraine       National Bank of Ukraine (NBU)
--------------------------------------------------------------------------------
United
Arab
Emirates      Central Depository
--------------------------------------------------------------------------------
Venezuela     Caja Venezolana de Valores CA (CVV)
--------------------------------------------------------------------------------
Venezuela     Central Bank - Banco Central de Venezuela (BCV)
--------------------------------------------------------------------------------
Vietnam       Ho Chi Minh Securities Trading Centre (HSTC)
--------------------------------------------------------------------------------
Vietnam       Hanoi Securities Trading Centre (HASTC)
--------------------------------------------------------------------------------

- 7 -

Exhibit h.1

ADMINISTRATION AGREEMENT


ADMINISTRATION AGREEMENT

This agreement is effective as of the 1st day of July, 2006 by and between the trusts listed on Schedule A (each a "Trust" and together the "Trusts") including the funds listed under each Trust (each, a "Fund" and together the "Funds"), and Phoenix Equity Planning Corporation, a Connecticut corporation (the "Administrator").

W I T N E S S E T H:

WHEREAS, each Trust is registered as an open-end diversified management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, each Trust desires to retain the Administrator to render or otherwise provide for administrative services in the manner and on the terms and conditions hereafter set forth; and

WHEREAS, the Administrator desires to be so retained on said terms and conditions.

NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter contained, each Trust and the Administrator agree as follows:

1. Appointment and Acceptance. Each Trust hereby appoints Phoenix Equity Planning Corporation to act as Administrator of the Funds, subject to the supervision and direction of the Board of Trustees of each Trust, as hereinafter set forth. The Administrator hereby accepts such appointment and agrees to furnish or cause to be furnished the services contemplated by this Agreement.

2. Duties of the Administrator.

(a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise for the proper operation of each Trust; (ii) prepare and, subject to approval by each Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state "blue sky" laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state "blue sky" laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund's shares;
(iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable; (vi) furnish corporate secretarial services to each Trust, including,

1

without limitation, preparation of materials necessary in connection with meetings of each Trust's Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund's expenses; (x) provide routine accounting services to the Funds, and consult with each Trust's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund's compliance with legal and regulatory requirements and with each Fund's investment policies and restrictions as set forth in each Fund's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds.

(b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds.

(c) All activities of the Administrator shall be conducted in accordance with each Trust's Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

3. Expenses of the Administrator. The Administrator assumes the expenses of and shall pay for maintaining the staff and personnel necessary to perform its obligations under this Agreement, and shall at its own expense provide office space, facilities, equipment and the necessary personnel which it is obligated to provide under section 2 hereof, except that each Trust shall pay the expenses of its other service providers such as the custodian, transfer agent,

2

dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds and expenses of Trust officers attending Board meetings as required and such other appropriate out of pocket expenses as approved by the Board. Each Trust shall pay or cause to be paid all other expenses of the Funds referenced in this Agreement.

4. Compensation of the Administrator. For the services provided to each Trust and each Fund by the Administrator pursuant to this Agreement, each Fund shall pay the Administrator monthly for its services, fees at the following annual rates based on the combined aggregate average daily net assets plus out of pocket expenses (including out of pocket expenses of any sub-administrator to each Trust):

         Non-Money Market Funds                      Money Market Funds
         ----------------------                      ------------------
Net Assets          Administrative Fee(1)      Net Assets      Administrative Fee(2)
----------          ---------------------      ----------      ---------------------

First $5 Billion            .09%               All Assets             .035%
Next $10 Billion            .08%
Over $15 Billion            .07%

5. Limitation of Liability of the Administrator; Indemnification. The Administrator shall not be liable to each Trust or any Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator, or any persons engaged pursuant to section 2(b) hereof, including officers, agents and employees of the Administrator and its affiliates, in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to each Trust, a Fund, or shareholders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or reckless disregard of its obligations and duties hereunder.

6. Activities of the Administrator. The services of the Administrator under this Agreement are not to be deemed exclusive, and the Administrator and any person controlled by or under common control with the Administrator shall be free to render similar services to others and services to each Trust in other capacities.

7. Duration and Termination of this Agreement.

(a) This Agreement shall become effective July 1, 2006 and shall continue in effect with respect to each Fund until December 31, 2006, and thereafter from year to year so long as such continuation is specifically approved at least annually by the Board of Trustees of each Trust, including a majority of the Trustees who are not "interested persons" of each Trust within the meaning of the 1940 Act and who have no direct or indirect interest in this Agreement; provided, however, that this Agreement may be terminated at any time without the payment of any penalty, on behalf of any or all of the Funds, by each Trust, by the Board or, with respect to any Fund, by "vote of a majority of the outstanding voting securities" (as defined in


(1) Fee is based on combined assets of all non-money market series of Phoenix Funds and Phoenix Edge Series Fund.
(2) Fee is based on combined assets of all money market series of Phoenix Funds and Phoenix Edge Series Fund.

3

the 1940 Act) of that Fund, or by the Administrator on not less than 60 days' written notice to the other party. This Agreement shall automatically terminate in the event of its "assignment" as defined in the 1940 Act.

(b) The Administrator hereby agrees that the books and records prepared hereunder with respect to each Trust are the property of each Trust and further agrees that upon the termination of this Agreement or otherwise upon request the Administrator will surrender promptly to each Trust copies of the books and records maintained or required to be maintained hereunder, including in such machine-readable form as agreed upon by the parties, in accordance with industry practice, where applicable.

8. Amendments of this Agreement. This Agreement may be amended by the parties hereto only if such amendment is specifically approved by the Board of Trustees of each Trust and such amendment is set forth in a written instrument executed by each of the parties hereto.

9. Limitation of Liability. It is expressly agreed that the obligations of each Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of each Trust personally, but bind only the Trust property of each Trust, as provided in the Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees or the shareholders of each Trust and signed by of each Trust, acting as such, and neither such authorization by such Trustees and shareholders nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or be binding upon or impose any liability on any of them personally, but shall bind only the trust property of each Trust as provided in its Declaration of Trust.

10. Governing Law. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Connecticut as at the time in effect and the applicable provisions of the 1940 Act. To the extent that the applicable law of the State of Connecticut, or any provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.

11. Counterparts. This Agreement may be executed by the parties hereto in counterparts and if so executed, the separate instruments shall constitute one agreement.

12. Notices. All notices or other communications hereunder to either party shall be in writing and shall be deemed to be received on the earlier date of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid. Notice shall be addressed: (a) if to the Administrator, to the attention of: John H. Beers, Vice President and Secretary, Phoenix Equity Planning Corporation, One American Row, P.O. Box 5056, Hartford, CT 06102 or (b) if to each Trust, to the attention of: President, Phoenix Funds, c/o Secretary, Phoenix Funds, One American Row, Hartford, CT 06102, or at such other address as either party may designate by written notice to the other. Notice shall also be deemed sufficient if given by telecopier, telegram or similar means of same day delivery (with a confirming copy by mail as provided herein).

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13. Separate Funds. This Agreement shall be construed to be made by each Trust as a separate agreement with respect to each Fund, and under no circumstances shall the rights, obligations or remedies with respect to a particular Fund be deemed to constitute a right, obligation or remedy applicable to any other Fund.

14. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior arrangements, agreements or understandings.

PHOENIX ADVISER TRUST
PHOENIX ASSET TRUST
PHOENIX CA TAX-EXEMPT BOND FUND
PHOENIX EQUITY SERIES FUND
PHOENIX EQUITY TRUST
PHOENIX INSIGHT FUNDS TRUST
PHOENIX INSTITUTIONAL MUTUAL FUNDS
PHOENIX INVESTMENT SERIES FUND
PHOENIX INVESTMENT TRUST 06
PHOENIX INVESTMENT TRUST 97
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX MULTI-SERIES TRUST
PHOENIX OPPORTUNITIES TRUST
PHOENIX PHOLIOs(SM)
PHOENIX PORTFOLIOS
PHOENIX SERIES FUND
PHOENIX STRATEGIC EQUITY SERIES FUND

By:/s/ Daniel T. Geraci
   -----------------------------------------------
Name:  Daniel T. Geraci
Title: President

PHOENIX EQUITY PLANNING CORPORATION

                              By:/s/ John H. Beers
                                 -----------------------------------------------
                              Name:  John H. Beers
                              Title: Vice President and Secretary

Dated: August 23, 2006.

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SCHEDULE A
(Dated: August 23, 2006)

PHOENIX ADVISER TRUST
Phoenix Focused Value Fund
Phoenix Foreign Opportunities Fund

PHOENIX ASSET TRUST
Phoenix CA Intermediate Tax-Free Bond Fund Phoenix Rising Dividends Fund
Phoenix Small-Mid Cap Fund

PHOENIX CA TAX-EXEMPT BOND FUND

PHOENIX EQUITY SERIES FUND
Phoenix Growth & Income Fund

PHOENIX EQUITY TRUST
Phoenix Mid-Cap Value Fund
Phoenix Pathfinder Fund
Phoenix Relative Value Fund
Phoenix Total Value Fund
Phoenix Worldwide Strategies Fund

PHOENIX INSIGHT FUNDS TRUST
Phoenix Insight Balanced Fund
Phoenix Insight Core Equity Fund
Phoenix Insight Emerging markets Fund Phoenix Insight Index Fund
Phoenix Insight International Fund
Phoenix Insight Small-Cap Opportunity Fund Phoenix Insight Small-Cap Value Fund
Phoenix Insight Bond Fund
Phoenix Insight High Yield Bond Fund
Phoenix Insight Intermediate Government Bond Fund Phoenix Insight Intermediate Tax-Exempt Bond Fund Phoenix Insight Short/Intermediate Bond Fund Phoenix Insight Tax-Exempt Bond Fun
Phoenix Insight Government Money market Fund Phoenix Insight Money Market Fund
Phoenix Insight Tax-Exempt Money Market Fund

PHOENIX INSTITUTIONAL MUTUAL FUNDS
Phoenix Institutional Bond Fund
Phoenix Low-Duration Core Plus Bond Fund

PHOENIX INVESTMENT SERIES FUND
Phoenix Global Utilities Fund
Phoenix Income & Growth Fund

PHOENIX INVESTMENT TRUST 06
Phoenix All-Cap Growth Fund
Phoenix Nifty Fifty Fund
Phoenix Small-Cap Growth Fund


SCHEDULE A (CONT'D)
(Dated: August 23, 2006)

PHOENIX INVESTMENT TRUST 97
Phoenix Quality Small-Cap Fund
Phoenix Small-Cap Sustainable Growth Fund Phoenix Small-Cap Value Fund
Phoenix Value Equity Fund

PHOENIX MULTI-PORTFOLIO FUND
Phoenix Emerging Markets Bond Fund
Phoenix International Strategies Fund Phoenix Real Estate Securities Fund
Phoenix Tax-Exempt Bond Fund

PHOENIX MULTI-SERIES TRUST
Phoenix High Yield Securities Fund
Phoenix Multi-Sector Fixed Income Fund Phoenix Multi-Sector Short Term Bond Fund

PHOENIX OPPORTUNITIES TRUST
Phoenix Bond Fund
Phoenix Earnings Driven Growth Fund
Phoenix Growth Opportunities Fund

PHOENIX PHOLIOS(SM)
Phoenix Conservative Income PHOLIO
Phoenix Diversifier PHOLIO
Phoenix International PHOLIO
Phoenix Wealth Accumulator PHOLIO
Phoenix Wealth Builder PHOLIO
Phoenix Wealth Guardian PHOLIO
Phoenix Wealth Preserver PHOLIO

PHOENIX PORTFOLIOS
Phoenix Market Neutral Fund

PHOENIX SERIES FUND
Phoenix Balanced Fund
Phoenix Capital Growth Fund
Phoenix Core Bond Fund
Phoenix High Yield Fund
Phoenix Mid-Cap Growth Fund
Phoenix Money Market Fund

PHOENIX STRATEGIC EQUITY SERIES FUND
Phoenix Dynamic Growth Fund
Phoenix Fundamental Growth Fund
Phoenix Large-Cap Growth Fund
Phoenix Strategic Growth Fund

7

Exhibit h.2

AMENDED AND RESTATED

TRANSFER AGENCY AND SERVICE AGREEMENT


AMENDED AND RESTATED

TRANSFER AGENCY AND SERVICE AGREEMENT

BETWEEN

PHOENIX FUNDS

AND

PHOENIX EQUITY PLANNING CORPORATION


                                      TABLE OF CONTENTS
                                                                                          PAGE

ARTICLE 1.    Terms of Appointment; Duties of Transfer Agent.................................3

ARTICLE 2.    Fees and Expenses..............................................................6

ARTICLE 3.    Representations and Warranties of Transfer Agent...............................6

ARTICLE 4.    Representations and Warranties of the Trust....................................6

ARTICLE 5.    Data Access and Proprietary Information........................................7

ARTICLE 6.    Indemnification................................................................8

ARTICLE 7.    Standard of Care..............................................................10

ARTICLE 8.    Covenants.....................................................................10

ARTICLE 9.    Termination...................................................................11

ARTICLE 10.   Assignment....................................................................11

ARTICLE 11.   Amendment.....................................................................12

ARTICLE 12.   Connecticut Law to Apply......................................................12

ARTICLE 13.   Force Majeure.................................................................12

ARTICLE 14.   Consequential Damages.........................................................12

ARTICLE 15.   Merger of Agreement...........................................................12

ARTICLE 16.   Limitations of Liability of the Trustees and Shareholders.....................12

ARTICLE 17.   Counterparts..................................................................13


AMENDED AND RESTATED

TRANSFER AGENCY AND SERVICE AGREEMENT

This AGREEMENT, effective the 1st day of July, 2006, is made by and between the undersigned entities (hereinafter each referred to as the "Fund" and collectively referred to as the "Phoenix Funds") and PHOENIX EQUITY PLANNING CORPORATION (hereinafter referred to as the "Transfer Agent"). This Agreement supercedes any previous Transfer Agency and Service Agreement entered into between the above-referenced parties.

W I T N E S S E T H:

ARTICLE 1. TERMS OF APPOINTMENT; DUTIES OF TRANSFER AGENT

1.01 Subject to the terms and conditions set forth in this Agreement, the Phoenix Funds hereby continue to employ Transfer Agent to act as, and Transfer Agent agrees to continue acting as, transfer agent for the authorized and issued shares of beneficial interest of each of the series of the Phoenix Funds (hereinafter collectively and singularly referred to as "Shares"), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Fund ("Shareholders") and as set out in the currently effective registration statement of the Fund (the prospectus and statement of additional information portions of such registration statement being referred to as the "Prospectus"), including, without limitation, any periodic investment plan or periodic withdrawal program.

1.02 Transfer Agent agrees that it will perform the following services pursuant to this Agreement:

(a) In accordance with procedures established from time to time by agreement between the Phoenix Funds and Transfer Agent, Transfer Agent shall:

(i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian appointed from time to time by the Trustees of the Fund(which entity or entities, as the case may be, shall be referred to as the "Custodian");

(ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each appropriate Shareholder account;

(iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian;

(iv) In respect to the transactions in items (i), (ii) and
(iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Fund who shall thereby be deemed to be acting on behalf of the Phoenix Funds;


(v) At the appropriate time as and when it receives monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;

(vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;

(vii) Prepare and transmit payments for dividends and distributions declared by the Fund, if any;

(viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Fund, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity;

(ix) Maintain records of account for and advise the Fund and its respective Shareholders as to the foregoing; and

(x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by the Fund. The Transfer Agent shall also provide on a regular basis to the Fund the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective Fund.

(b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and
(ii) provide a system which will enable the Fund to monitor the total number of Shares sold in each State.

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(c) In addition, the Phoenix Funds shall (i) identify to Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for the Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Funds and the reporting of such transactions to the Fund as provided above.

(d) Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Phoenix Funds and Transfer Agent per the attached service responsibility schedule, if any. The Transfer Agent may at times perform only a portion of these services and the Phoenix Funds or its agent may perform these services on behalf of the Fund.

(e) The Fund hereby delegates to the Transfer Agent the implementation, administration and operation of the Fund's anti-money laundering program, as such anti-money laundering program is adopted by the Fund and as amended from time to time (the "Program") provided that such Program and any amendments are promptly provided to the Transfer Agent. The Fund hereby further authorizes the sub-delegation by the Transfer Agent of the implementation, administration and operation of certain aspects of the Fund's Program to Boston Financial Data Services, Inc. ("BFDS"). The Transfer Agent further agrees that it will fully cooperate with the designated anti-money laundering compliance officer (the "AML Compliance Officer") of the Fund in the discharge of its delegated duties hereunder. The Transfer Agent agrees to provide to the Fund, its AML Compliance Officer, internal or external auditors, regulatory authorities or the duly appointed agents of any of the foregoing (collectively, the "Interested Parties") any and all necessary reports and information requested by the Fund or any of the Interested Parties, as the case may be, with respect to the Transfer Agent's performance of its delegated duties under the Program.

In connection with the performance by the Transfer Agent of the above-delegated duties, the Transfer Agent understands and acknowledges that the Fund remains responsible for assuring compliance with the Patriot Act and that the records the Transfer Agent maintains for the Fund relating to the Fund's Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate the compliance of the Fund with the Patriot Act. The Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Transfer Agent will use its best efforts to make available, during normal business hours, all required records and information for review by such examiners.

(f) The Transfer Agent shall provide additional services on behalf of the Phoenix Funds (i.e., escheatment services) which may be agreed upon in writing between the Phoenix Funds and the Transfer Agent.

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ARTICLE 2. FEES AND EXPENSES

2.01 In consideration of the services provided by the Transfer Agent pursuant to this Agreement, the Fund agrees to pay Transfer Agent the fees set forth in Schedule A attached hereto and made a part hereof. Fees and out-of-pocket expenses and advances identified under Section 2.02 below may be changed from time to time subject to mutual written agreement between the Fund and Transfer Agent. Nothing herein shall preclude the assignment of all or any portion of the foregoing fees and expense reimbursements to any sub-agent contracted by Transfer Agent.

2.02 In addition to the fee paid under Section 2.01 above, the Phoenix Funds agree to reimburse Transfer Agent for out-of-pocket expenses or advances incurred by Transfer Agent for the items set out in Schedule A attached hereto. In addition, any other expenses incurred by Transfer Agent at the request or with the consent of the Fund, will be reimbursed by the Fund requesting same.

2.03 The Phoenix Funds agree to pay all fees and reimbursable expenses within five days following the mailing of the respective billing notice. The above fees will be charged against the Fund's custodian checking account five (5) days after the invoice is transmitted to the Phoenix Funds. Postage for mailing of dividends, proxies, Fund reports and other mailings to all Shareholder accounts shall be advanced to Transfer Agent at least seven (7) days prior to the mailing date of such materials.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF TRANSFER AGENT

The Transfer Agent represents and warrants to the Phoenix Funds that:

3.01 It is a corporation organized and existing and in good standing under the laws of the State of Connecticut.

3.02 It is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement.

3.03 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

3.04 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

3.05 It is and shall continue to be a duly registered transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF THE TRUST

The Phoenix Funds represent and warrant to Transfer Agent that:

4.01 All corporate or trust proceedings, as the case may be, required to enter into and perform this Agreement have been undertaken and are in full force and effect.

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4.02 The Fund is an open-end, management investment company registered under the Investment Company Act of 1940.

4.03 A registration statement under the Securities Act of 1933 is currently effective for the Fund and such registration statement will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares being offered for sale.

ARTICLE 5. DATA ACCESS AND PROPRIETARY INFORMATION

5.01 The Phoenix Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Phoenix Funds by the Transfer Agent as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customer Data. The Phoenix Funds agree to treat all Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Phoenix Funds agree for itself and its employees and agents:

(a) to access Customer Data solely from locations as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent's applicable user documentation;

(b) to refrain from copying or duplicating in any way the Proprietary Information;

(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent's instructions;

(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;

(e) that the Phoenix Funds shall have access only to those authorized transactions agreed upon by the parties; and

(f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent's expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law.

-7-

Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.

5.02 If the Phoenix Funds notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Phoenix Funds agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof.
DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5.03 If the transactions available to the Phoenix Funds include the ability to originate electronic instructions to the Transfer Agent in order to
(i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.

ARTICLE 6. INDEMNIFICATION

6.01 The Transfer Agent shall not be responsible for, and the Phoenix Funds shall indemnify and hold Transfer Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:

(a) All actions of Transfer Agent or its agent or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct.

(b) The lack of good faith, negligence or willful misconduct by the Phoenix Funds which arise out of the breach of any representation or warranty of the Phoenix Funds hereunder.

(c) The reliance on or use by the Transfer Agent or its agents or subcontractors of information, records and documents which (i) are received by Transfer Agent or its agents or subcontractors, and (ii) have been prepared, maintained or performed by the Phoenix Funds or any other person or firm on behalf of the Phoenix Funds including but not limited to any previous transfer agent or registrar.

(d) The reliance on, or the carrying out by Transfer Agent or its agents or subcontractors of any instructions or requests of the Phoenix Funds.

-8-

(e) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state.

6.02 Transfer Agent shall indemnify and hold the Phoenix Funds harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by Transfer Agent, or any sub-agent, as a result of Transfer Agent's, or such sub-agent's, lack of good faith, negligence or willful misconduct.

6.03 At any time the Transfer Agent may apply to any officer of the Phoenix Funds for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by Transfer Agent under this Agreement, and Transfer Agent and its agents or subcontractors shall not be liable and shall be indemnified by the Phoenix Funds for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. The Transfer Agent, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Phoenix Funds, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided Transfer Agent or its agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Phoenix Funds, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Phoenix Funds. Transfer Agent, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar.

6.04 In order that the indemnification provisions contained in this Article 6 shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party's prior written consent.

6.05 Transfer Agent hereby expressly acknowledges that recourse against the Phoenix Funds, if any, shall be subject to those limitations provided by governing law and the applicable Declaration of Trust of the Phoenix Fund, as applicable, and agrees that obligations assumed by the Phoenix Funds hereunder shall be limited in all cases to the Phoenix Funds and their respective assets. Transfer Agent shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Phoenix Funds, nor shall the Transfer Agent seek satisfaction of any obligations from the Trustees or any individual Trustee of the Phoenix Funds.

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ARTICLE 7. STANDARD OF CARE

7.01 The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors unless said errors are caused by its negligence, bad faith, or willful misconduct of that of its employees.

ARTICLE 8. COVENANTS

8.01 The Phoenix Funds shall promptly furnish to Transfer Agent the following:

(a) A certified copy of the resolution of its Trustees authorizing the appointment of Transfer Agent and the execution and delivery of this Agreement.

(b) A copy of the Declaration of Trust and By-Laws, and all amendments thereto, of the Fund.

8.02 The Transfer Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Phoenix Funds for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

8.03 The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, Transfer Agent agrees that all such records prepared or maintained by Transfer Agent relating to the services to be performed by Transfer Agent hereunder are the property of each respective Fund and will be preserved, maintained and made available in accordance with such
Section and Rules, and will be surrendered promptly to each respective Fund on and in accordance with its request.

8.04 The parties agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law.

8.05 In case of any requests or demands for the inspection of the Shareholder records, Transfer Agent will endeavor to notify the affected Fund and to secure instructions from an authorized officer of such Fund as to such inspection. Transfer Agent reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

8.06 The Transfer Agent agrees to cooperate with the Fund and will facilitate the filing by the Fund and/or its officers and auditors of any and all certifications or attestations as required by the Sarbanes-Oxley Act of 2002, including, without limitation, furnishing such sub-certifications from relevant officers of the Transfer Agent with respect to the services and

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recordkeeping performed by the Transfer Agent under the Agreement as the Fund shall reasonably request from time to time.

8.07 Upon request, the Transfer Agent agrees to provide its written policies and procedures pursuant to Rule 38a-1 under the Investment Company Act of 1940, as amended to the Fund's chief compliance officer for review and the Fund's board of trustees' approval. The Transfer Agent further agrees to cooperate with the Fund in its review of such written policies and procedures, including without limitation furnishing such certifications and sub-certifications as the Funds shall reasonably request from time to time.

8.08 The Transfer Agent agrees that it shall promptly notify the Fund in the event that a "material compliance matter" (as such term is defined pursuant to Rule 38a-1 under the 1940 Act) arises with respect the services it provides under the Agreement.

8.09 The Transfer Agent shall not, directly or indirectly, disclose or use any nonpublic personal information regarding the consumers or customers of the Fund (as the terms "consumer" and "customer" are defined in Rule 3(g) and
3(i), respectively, of Regulation S-P of the Securities and Exchange Commission), other than to carry out the functions contemplated by this Agreement, and the Transfer Agent shall establish appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of any such nonpublic personal information.

ARTICLE 9. TERMINATION

9.01 This Agreement may be terminated by either party upon one hundred twenty (120) days written notice to the other. The parties mutually acknowledge that the termination of this Agreement by one, but not each Fund shall not effect a termination of this Agreement as to all other Phoenix Funds which have not terminated the Agreement.

9.02 Should the Fund exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the terminating Fund. Additionally, Transfer Agent reserves the right to charge any other reasonable expenses associated with such termination and/or a charge equivalent to the average of three (3) months' fees to the terminating Fund.

ARTICLE 10. ASSIGNMENT

10.01 Except as provided in Section 10.03 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.

10.02 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

10.03 The Transfer Agent may, without further consent on the part of any of the Phoenix Funds, subcontract for the performance hereof with one or more sub-agents; provided,

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however, that Transfer Agent shall be as fully responsible to the Fund for the acts and omissions of any subcontractor as it is for its own acts and omissions.

ARTICLE 11. AMENDMENT

11.01 This Agreement may be amended or modified by a written amendment to the Agreement executed by the parties and authorized or approved by a resolution of the Trustees of each respective Fund.

ARTICLE 12. CONNECTICUT LAW TO APPLY

12.01 This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of Connecticut.

ARTICLE 13. FORCE MAJEURE

13.01 In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.

ARTICLE 14. CONSEQUENTIAL DAMAGES

14.01 Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any act or failure to act hereunder.

ARTICLE 15. MERGER OF AGREEMENT

15.01 This Agreement, as may be amended from time to time, constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

15.02 This Agreement shall not be merged with or construed in conjunction with any other current or future agreement between the Phoenix Funds and Phoenix Equity Planning Corporation, each and all of which agreements shall at all times remain separate and distinct.

ARTICLE 16. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS

16.01 For the Phoenix Funds that are formed as Massachusetts business trusts, notice is hereby given that the Agreements and Declarations of such trusts are on file with the Secretary of the Commonwealth of Massachusetts and were executed on behalf of the Trustees of the trusts as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or Shareholders individually but are binding only upon the assets and property of the Fund.

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ARTICLE 17. COUNTERPARTS

17.01 This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf and through their duly authorized officers, as of the day and year first above written.

PHOENIX ADVISER TRUST
PHOENIX ASSET TRUST
PHOENIX CA-TAX-EXEMPT BOND FUND
PHOENIX EQUITY SERIES FUND
PHOENIX EQUITY TRUST
PHOENIX INSIGHT FUNDS TRUST
PHOENIX INSTITUTIONAL MUTUAL
FUNDS
PHOENIX INVESTMENT SERIES FUND
PHOENIX INVESTMENT TRUST 06
PHOENIX INVESTMENT TRUST 97
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX MULTI-SERIES TRUST
PHOENIX OPPORTUNITIES TRUST
PHOENIX PHOLIOS(SM)
PHOENIX PORTFOLIOS
PHOENIX SERIES FUND
PHOENIX STRATEGIC EQUITY SERIES
FUND
(COLLECTIVELY, THE "PHOENIX FUNDS")

                                      By: /s/ Francis G. Waltman
                                          ----------------------------------
                                          Name:  Francis G. Waltman
                                          Title: Senior Vice President

ATTEST:

By:    /s/ Kevin J. Carr
       ----------------------------------
       Name:  Kevin J. Carr
       Title: Vice President, Chief Legal Officer,
               Counsel and Secretary

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PHOENIX EQUITY PLANNING CORPORATION

                                      By: /s/ John H. Beers
                                          --------------------------------------
                                          Name: John H. Beers
                                          Title:  Vice President and Secretary

ATTEST:

By: /s/ Kevin J. Carr
    -------------------------------------------
    Name:  Kevin J. Carr
    Title: Vice President and Assistant
           Secretary

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SCHEDULE A
FEE SCHEDULE

TOTAL TRANSFER AGENT FEE

Base Fee                      $3,200,000
Direct Accounts               $17.30 per account
Networked Accounts            $ 6.45 per account
Omnibus Accounts              $ 7.40 per underlying account
Closed Accounts               $ 2.40 per account
                              Out-of-Pocket Expenses

Account Charges:
Account Charges will be allocated on the basis of the number of accounts.

Base Fees:
Base Fees will be allocated according to average net assets.

Out-of-Pocket Expenses: Out-of-pocket expenses include, but are not limited to:
expenses invoiced by broker-dealers and financial institutions for shareholder servicing including up to $10.85 per account for network level 3 and $17.30 for each account held in an omnibus account, confirmation production, postage, forms, telephone, microfilm, microfiche, stationary and supplies billed as .1122% of postage costs per piece of mail and expenses incurred at the specific direction of the Fund. Postage for mass mailings is due seven days in advance of the mailing date.


EXHIBIT h.3

SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
PEPCO
AND
BOSTON FINANCIAL DATA SERVICES, INC.


SUB-TRANSFER AGENCY AND SERVICE AGREEMENT

BETWEEN

PHOENIX EQUITY PLANNING CORPORATION

AND

BOSTON FINANCIAL DATA SERVICES, INC.


TABLE OF CONTENTS

Page

1. Terms of Appointment and Duties.......................................1

2. Third Party Administrators for Defined Contribution Plans.............4

3. Fees and Expenses.....................................................5

4. Representations and Warranties of the Sub-Transfer Agent..............6

5. Representations and Warranties of the Transfer Agent..................7

6. Wire Transfer Operating Guidelines....................................7

7. Data Access and Proprietary Information...............................9

8. Indemnification......................................................10

9. Standard of Care/Limitation of Liability.............................12

10. Confidentiality......................................................12

11. Covenants of the Transfer Agent and the Sub-Transfer Agent...........13

12. Termination of Agreement.............................................13

13. Assignment and Third Party Beneficiaries.............................14

14. Subcontractors.......................................................15

15. Miscellaneous........................................................15

16. Additional Funds.....................................................17


SUB-TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the 1ST day of January, 2005, by and between PHOENIX EQUITY PLANNING CORPORATION, a Connecticut corporation, having its principal office and place of business at 56 Prospect St., Hartford, Connecticut 06115 (the "Transfer Agent"), and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (the "Sub-Transfer Agent").

WHEREAS, the Transfer Agent has been assigned 030197 as its six-digit FINS number by the Depository Trust Company of New York, NY ("DTC");

WHEREAS, the Transfer Agent registered with the U. S. Securities and Exchange Commission, its appropriate regulatory authority ("ARA") and has been assigned a seven digit number (generally beginning with an "84" or an "85") ARA number of 084-5491;

WHEREAS, the Transfer Agent has been appointed by each of the investment companies (including each series thereof, a "Portfolio", and collectively as the "Portfolios") listed on Schedule A (the "Fund(s)") which may be amended by the parties from time to time and made subject to this Agreement in accordance with
Section 16, each an open-end diversified management investment company registered under the Investment Company Act of 1940, as amended, as transfer agent, dividend disbursing agent and shareholder servicing agent in connection with certain activities, and the Transfer Agent has accepted each such appointment;

WHEREAS, the Transfer Agent has entered into a Transfer Agency and Service Agreement with each of the Funds (including each series thereof) listed on Schedule A pursuant to which the Transfer Agent is responsible for certain transfer agency and dividend disbursing functions and the Transfer Agent is authorized to subcontract for the performance of its obligations and duties thereunder in whole or in part with the Sub-Transfer Agent;

WHEREAS, the Transfer Agent is desirous of having the Sub-Transfer Agent perform certain shareholder accounting, administrative and servicing function (collectively "Shareholder and Record-Keeping Services");

WHEREAS, the Transfer Agent desires to appoint the Sub-Transfer Agent as its agent, and the Sub-Transfer Agent desires to accept such appointment; and

WHEREAS, the parties hereto acknowledge and agree that the Sub-Transfer Agency and Service Agreement between Phoenix Equity Planning Corporation and State Street Bank and Trust Company effective June 1, 1994 is terminated as of January 1, 2005.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Terms of Appointment; Duties

1.1 Sub-Transfer Agency Services. Subject to the terms and conditions set forth in this Agreement, the Transfer Agent hereby employs and appoints the Sub-Transfer Agent to act as, and the Sub-Transfer Agent agrees to act as, the agent of the Transfer Agent for


the shares of the Funds in connection with any accumulation, open-account, retirement plans or similar plan provided to the shareholders of each Fund ("Shareholders") and set out in the currently effective prospectus and statement of additional information ("prospectus") of each such Fund, including without limitation any periodic investment plan or periodic withdrawal program. As used herein, the term "Shares" means the authorized and issued shares of common stock, or shares of beneficial interest, as the case may be, for each of the Funds (including each series thereof) enumerated in Schedule A. In accordance with procedures established from time to time by agreement between the Transfer Agent and the Sub-Transfer Agent, the Sub-Transfer Agent agrees that it will perform the following Shareholder and Record-Keeping services:

(a) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the Custodian of the Fund authorized pursuant to the Articles of Incorporation of the Fund (the "Custodian");

(b) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

(c) Receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian;

(d) In respect to the transactions in items (a), (b) and (c) above, the Sub-Transfer Agent shall execute transactions directly with broker-dealers authorized by the Fund;

(e) At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;

(f) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;

(g) Prepare and transmit payments for dividends and distributions declared by the Fund;

(h) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Sub-Transfer Agent of indemnification satisfactory to the Sub-Transfer Agent and protecting the Sub-Transfer Agent and the Fund, and the Sub-Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity;

(i) Issue replacement checks and place stop orders on original checks based on Shareholder's representation that a check was not received or was lost. Such stop orders and replacements will be deemed to have been made at the request of the Transfer Agent, and the Transfer Agent shall be responsible for all losses or claims resulting from such replacement;

(j) Maintain records of account for and advise the Transfer Agent and its Shareholders as to the foregoing; and

(k) Record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorized,

2

based upon data provided to it by the Fund, and issued and outstanding. The Sub-Transfer Agent shall also provide the Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund.

1.2 Additional Services. In addition to, and neither in lieu nor in contravention of, the services set forth in the above paragraph, the Sub-Transfer Agent shall perform the following services:

(a) Other Customary Services. Perform the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plan (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing Shareholder proxies, Shareholder reports and prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information;

(b) Control Book (also known as "Super Sheet"). Maintain a daily record and produce a daily report for the Fund of all transactions and receipts and disbursements of money and securities and deliver a copy of such report for the Fund for each business day to the Fund no later than 9:00 AM Eastern Time, or such earlier time as the Fund may reasonably require, on the next business day;

(c) "Blue Sky" Reporting. The Fund or Transfer Agent shall (i) identify to the Sub-Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of the Sub-Transfer Agent for the Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund and providing a system which will enable the Fund to monitor the total number of Shares sold in each State;

(d) National Securities Clearing Corporation (the "NSCC"). (i) accept and effectuate the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC on behalf of NSCC's participants, including the Fund), in accordance with, instructions transmitted to and received by the Sub-Transfer Agent by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of authorized persons, as hereinafter defined on the dealer file maintained by the Sub-Transfer Agent; (ii) issue instructions to Fund's banks for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank

3

participants); (iii) provide account and transaction information from the affected Fund's records on DST Systems, Inc. computer system TA2000 ("TA2000 System") in accordance with NSCC's Networking and Fund/SERV rules for those broker-dealers; and (iv) maintain Shareholder accounts on TA2000 System through Networking;

(e) New Procedures. New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Transfer Agent and the Sub-Transfer. The Sub-Transfer Agent may at times perform only a portion of these services and the Transfer Agent, the Funds or their agent may perform these services on the Fund's behalf; and

(f) Anti-Money Laundering ("AML") Delegation. If the Transfer Agent elects to delegate to the Sub-Transfer Agent certain AML duties under this Agreement, the parties will agree to such duties and terms as stated in the attached schedule ("Schedule 1.2(f) entitled "AML Delegation" which may be changed from time to time subject to mutual written agreement between the parties. In consideration of the performance of the duties by the Sub-Transfer Agent pursuant to this
Section 1.2(f), the Transfer Agent agrees to pay the Sub-Transfer Agent for the reasonable administrative expense that may be associated with such additional duties in the amount as the parties may from time to time agree in writing in accordance with Section 3 (Fees and Expenses) below.

1.3 Fiduciary Accounts. With respect to certain retirement plans (such as individual retirement accounts ("IRAs")) or accounts, SIMPLE IRAs, SEP IRAs, Roth IRAs, Coverdell Education Savings Accounts, and 403(b) Plans (collectively, such accounts, "Fiduciary Accounts"), the Sub-Transfer Agent, at the request of the Transfer Agent, shall arrange for the provision of appropriate prototype plans as well as provide or arrange for the provision of various services to such plans and/or accounts, which services may include custodial services to be provided by State Street Bank and Trust Company (the "Bank"), account set-up maintenance, and disbursements as well as such other services as the parties hereto shall mutually agree upon.

2. Third Party Administrators for Defined Contribution Plans

2.1 The Fund may decide to make available to certain of its customers, a qualified plan program (the "Program") pursuant to which the customers ("Employers") may adopt certain plans of deferred compensation ("Plan or Plans") for the benefit of the individual Plan participant (the "Plan Participant"), such Plan(s) being qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended ("Code") and administered by third party administrators which may be plan administrators as defined in the Employee Retirement Income Security Act of 1974, as amended)(the "TPA(s)").

2.2 In accordance with the procedures established in the initial Schedule 2.1 entitled "Third Party Administrator Procedures", as may be amended by the Sub-Transfer Agent and the Fund from time to time ("Schedule 2.1"), the Sub-Transfer Agent shall:

(a) Treat Shareholder accounts established by the Plans in the name of the Trustees, Plans or TPAs as the case may be as omnibus accounts;

(b) Maintain omnibus accounts on its records in the name of the TPA or its designee as the Trustee for the benefit of the Plan; and

4

(c) Perform all services under Section 1 as sub-transfer agent of the Funds and not as a record-keeper for the Plans.

2.3 Transactions identified under Section 2 of this Agreement shall be deemed exception services ("Exception Services") when such transactions:

(a) Require the Sub-Transfer Agent to use methods and procedures other than those usually employed by the Sub-Transfer Agent to perform services under Section 1 of this Agreement;

(b) Involve the provision of information to the Sub-Transfer Agent after the commencement of the nightly processing cycle of the TA2000 System; or

(c) Require more manual intervention by the Sub-Transfer Agent, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan and pre-nightly transactions.

3. Fees and Expenses

3.1 Fee Schedule. For the performance by the Sub-Transfer Agent pursuant to this Agreement, the Transfer Agent agrees to pay the Sub-Transfer Agent an annual maintenance fee for each Shareholder account as set forth in the attached fee schedule ("Schedule 3.1"). Such fees and out-of-pocket expenses and advances identified under Section 3.2 below may be changed from time to time subject to mutual written agreement between the Transfer Agent and the Sub-Transfer Agent.

3.2 Out-of-Pocket Expenses. In addition to the fee paid under Section 3.1 above, the Transfer Agent agrees to reimburse the Sub-Transfer Agent for out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, mailing and tabulating proxies, records storage, or advances incurred by the Sub-Transfer Agent for the items set out in Schedule 3.1 attached hereto. In addition, any other expenses incurred by the Sub-Transfer Agent at the request or with the consent of the Transfer Agent, will be reimbursed by the Fund.

3.3 Postage. Postage for mailing of dividends, proxies, Fund reports and other mailings to all shareholder accounts shall be advanced to the Transfer Agent by the Fund at least seven (7) days prior to the mailing date of such materials.

3.4 Invoices. The Transfer Agent agrees to pay all fees and reimbursable expenses within thirty (30) days following the receipt of the respective billing notice, except for any fees or expenses which are subject to good faith dispute. In the event of such a dispute, the Transfer Agent may only withhold that portion of the fee or expense subject to the good faith dispute. The Transfer Agent shall notify the Sub-Transfer Agent in writing within twenty-one (21) calendar days following the receipt of each billing notice if the Transfer Agent is disputing any amounts in good faith. If the Transfer Agent does not provide such notice of dispute within the required time, the billing notice will be deemed accepted by the Transfer Agent. The Fund shall settle such disputed amounts within five (5) days of the day on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled by law or legal process.

5

3.5 Cost of Living Adjustment. Following the first year of the Initial Term, the total fee for all services for each succeeding year shall equal the fee that would be charged for the same services based on a fee rate (as reflected in a fee rate schedule) increased by the percentage increase (not to exceed 5%) for the twelve-month period of such previous calendar year of the CPI-W (defined below), or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. As used herein, "CPI-W" shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers for Boston-Brockton-Nashua, MA-NH-ME-CT, (Base Period: 1982-84 = 100), as published by the United States Department of Labor, Bureau of Labor Statistics.

3.6 Late Payments. If any undisputed amount in an invoice of the Sub-Transfer Agent (for fees or reimbursable expenses) is not paid when due, the Transfer Agent shall pay the Sub-Transfer Agent interest thereon (from the due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the prime Rate (that is, the base rate on corporate loans posted by large domestic banks) published by The Wall Street Journal (or, in the event such rate is not so published, a reasonably equivalent published rate selected by the Transfer Agent on the first day of publication during the month when such amount was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable provision of Massachusetts law.

4. Representations and Warranties of the Sub-Transfer Agent

The Sub-Transfer Agent represents and warrants to the Transfer Agent that:

4.1 It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

4.2 It is duly qualified to carry on its business in The Commonwealth of Massachusetts.

4.3 It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement.

4.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

4.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

4.6 It will provide security, as set forth in Section 10 of this Agreement, for Transfer Agent materials in Sub-Transfer Agent's possession, in the same manner and to the same extent by which Sub-Transfer Agent treats its own Confidential information.

4.7 It will provide to Transfer Agent, upon request, Sub-Transfer Agent's certification related to its internal controls for handling of Transfer Agent's information. Upon request, Sub-Transfer Agent will provide a copy of its SAS 70 report to Transfer Agent on an annual basis.

6

5. Representations and Warranties of the Transfer Agent

The Transfer Agent represents and warrants to the Sub-Transfer Agent that:

5.1 It is a corporation duly organized and existing and in good standing under the laws of the State of Connecticut.

5.2 It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement.

5.3 All corporate proceedings required by said Articles of Incorporation and By-Laws have been taken to authorize it to enter into and perform this Agreement.

5.4 Each Fund is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended.

5.5 A registration statement under the Securities Act of 1933, as amended is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale.

5.6 It has obtained, from each Fund, all consents and approvals necessary for the subcontracting of the Shareholder and Record-Keeping Services being provided herein.

6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial Code

6.1 Obligation of Sender. The Sub-Transfer Agent is authorized to promptly debit the appropriate Transfer Agent account(s) upon the receipt of a payment order in compliance with the selected security procedure (the "Security Procedure") chosen for funds transfer and in the amount of money that the Sub-Transfer Agent has been instructed to transfer. The Sub-Transfer Agent shall execute payment orders in compliance with the Security Procedure and with the Transfer Agent instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after this the customary deadline will be deemed to have been received the next business day.

6.2 Security Procedure. The Transfer Agent acknowledges that the Security Procedure it has designated on the Transfer Agent Selection Form was selected by the Transfer Agent from security procedures offered by the Sub-Transfer Agent. The Transfer Agent shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated to the Sub-Transfer Agent in writing. The Transfer Agent must notify the Sub-Transfer Agent immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Transfer Agent's authorized personnel. The Sub-Transfer Agent shall verify the authenticity of all Transfer Agent instructions according to the Security Procedure.

7

6.3 Account Numbers. The Sub-Transfer Agent shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern.

6.4 Rejection. The Sub-Transfer Agent reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of the Sub-Transfer Agent's receipt of such payment order; (b) if initiating such payment order would cause the Sub-Transfer Agent, in the Sub-Transfer Agent's sole judgement, to exceed any volume, aggregate dollar, network, time, credit or similar limits which are applicable to the Sub-Transfer Agent; or (c) if the Sub-Transfer Agent, in good faith, is unable to satisfy itself that the transaction has been properly authorized.

6.5 Cancellation Amendment. The Sub-Transfer Agent shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording the Sub-Transfer Agent reasonable opportunity to act. However, the Sub-Transfer Agent assumes no liability if the request for amendment or cancellation cannot be satisfied.

6.6 Errors. The Sub-Transfer Agent shall assume no responsibility for failure to detect any erroneous payment order provided that the Sub-Transfer Agent complies with the payment order instructions as received and the Sub-Transfer Agent complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

6.7 Interest. The Sub-Transfer Agent shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless the Sub-Transfer Agent is notified of the unauthorized payment order within thirty (30) days of notification by the Sub-Transfer Agent of the acceptance of such payment order. In no event (including failure to execute a payment order) shall the Sub-Transfer Agent be liable for special, indirect or consequential damages, even if advised of the possibility of such damages.

6.8 ACH Credit Entries/Provisional Payments. When the Transfer Agent initiates or receives Automated Clearing House credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, the Bank will act as an Originating Depository Financial Institution and/or Receiving Depository Financial Institution, as the case may be, with respect to such entries. Credits given by the Sub-Transfer Agent with respect to an ACH credit entry are provisional until the Sub-Transfer Agent receives final settlement for such entry from the Federal Reserve Bank. If the Sub-Transfer Agent does not receive such final settlement, the Transfer Agent agrees that the Sub-Transfer Agent shall receive a refund of the amount credited to the Transfer Agent in connection with such entry, and the party making payment to the Transfer Agent via such entry shall not be deemed to have paid the amount of the entry.

8

6.9 Confirmation. Confirmation of Sub-Transfer Agent's execution of payment orders shall ordinarily be provided within twenty four (24) hours notice of which may be delivered through the Sub-Transfer Agent's proprietary information systems, or by facsimile or call-back. Transfer Agent must report any objections to the execution of an order within thirty (30) days.

7. Data Access and Proprietary Information

7.1 The Transfer Agent acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Transfer Agent by the Sub-Transfer Agent as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Sub-Transfer Agent on databases under the control and ownership of the Sub-Transfer Agent or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Sub-Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customer Data. The Transfer Agent agrees to treat all Proprietary Information as proprietary to the Sub-Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Transfer Agent agrees for itself and its employees and agents to:

(a) Use such programs and databases (i) solely on the Transfer Agent's computers, or (ii) solely from equipment at the location agreed to between the Sub-Transfer Agent and the Transfer Agent and (iii) solely in accordance with the Sub-Transfer Agent's applicable user documentation;

(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Transfer Agent's computer(s)), the Proprietary Information;

(c) Refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Sub-Transfer Agent's instructions;

(d) Refrain from causing or allowing information transmitted from the Sub-Transfer Agent's computer to the Transfer Agent's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);

(e) Allow the Transfer Agent to have access only to those authorized transactions as agreed to between the Sub-Transfer Agent and the Transfer Agent; and

(f) Honor all reasonable written requests made by the Sub-Transfer Agent to protect at the Sub-Transfer Agent's expense the rights of the Sub-Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law.

9

7.2 Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Sub-Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.

7.3 The Transfer Agent acknowledges that its obligation to protect the Sub-Transfer Agent's Proprietary Information is essential to the business interest of the Sub-Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Sub-Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Sub-Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.

7.4 If the Transfer Agent notifies the Sub-Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Sub-Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Sub-Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Transfer Agent agrees to make no claim against the Sub-Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE SUB-TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.5 If the transactions available to the Transfer Agent include the ability to originate electronic instructions to the Sub-Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Sub-Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Sub-Transfer Agent from time to time.

7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this
Section shall survive any earlier termination of this Agreement.

8. Indemnification

8.1 The Sub-Transfer Agent shall not be responsible for, and the Transfer Agent shall indemnify and hold the Sub-Transfer Agent and with respect to Section 8.1(e) herein, also the Bank, harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:

10

(a) All actions of the Sub-Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, (including the defense of any law suit in which the Sub-Transfer Agent or affiliate is a named party), provided that such actions are taken in good faith and without negligence or willful misconduct;

(b) The Transfer Agent's lack of good faith, negligence or willful misconduct which arise out of the breach of any representation or warranty of the Transfer Agent hereunder;

(c) The reliance upon, and any subsequent use of or action taken or omitted, by the Sub-Transfer Agent, or its agents or subcontractors on:
(i) any information, records, documents, data, stock certificates or services, which are received by the Sub-Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by the Transfer Agent, and which have been prepared, maintained or performed by the Transfer Agent or each Fund or any other person or firm on behalf of the Transfer Agent or each Fund including but not limited to any broker-dealer, TPA or previous transfer agent or registrar; (ii) any instructions or requests of the Transfer Agent or each Fund or any of its officers; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by the Sub-Transfer Agent under this Agreement which are provided to the Sub-Transfer Agent after consultation with such legal counsel; or (iv) any paper or document reasonably believed to be genuine, authentic, or signed by the proper person or persons;

(d) The acceptance of e-mail and facsimile transaction requests on behalf of individual Shareholders received from broker-dealers, TPAs, the Funds or the Transfer Agent, and the reliance by the Sub-Transfer Agent on the broker-dealer, TPA, the Fund or the Transfer Agent ensuring that the original source documentation is in good order and properly retained;

(e) The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares;

(f) The negotiation and processing of any checks, wires and ACH payments including without limitation for deposit into the Fund's demand deposit account maintained at the Bank; or

(g) Upon the Fund's request entering into any agreements required by the NSCC for the transmission of Fund or Shareholder data through the NSCC clearing systems

8.2 In order that the indemnification provisions contained in this Section 8 shall apply, upon the assertion of a claim for which the Transfer Agent may be required to indemnify the Sub-Transfer Agent, the Sub-Transfer Agent shall promptly notify the Transfer Agent of such assertion, and shall keep the Transfer Agent advised with respect to all developments concerning such claim. The Transfer Agent shall have the option to participate with the Sub-Transfer Agent in the defense of such claim or to defend

11

against said claim in its own name or in the name of the Sub-Transfer Agent. The Sub-Transfer Agent shall in no case confess any claim or make any compromise in any case in which the Transfer Agent may be required to indemnify the Sub-Transfer Agent except with the Transfer Agent's prior written consent.

9. Standard of Care/Limitation of Liability

The Sub-Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, bad faith, or willful misconduct or that of its employees or agents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by
Section 9 of this Agreement. This standard of care shall apply to Exception Services as defined in Section 2.3 herein, but such application shall take into consideration the manual processing involved in, and time sensitive nature of, Exception Services. Notwithstanding the foregoing, Sub-Transfer Agent's aggregate liability during any term of this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided by Sub-Transfer Agent under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the aggregate of the amounts actually received hereunder by Sub-Transfer Agent as fees and charges, but not including reimbursable expenses, during the six (6) calendar months immediately preceding the event for which recovery from Sub-Transfer Agent is being sought.

10. Confidentiality

10.1 The Sub-Transfer Agent and the Transfer Agent agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any customers' lists, trade secrets, cost figures and projections, profit figures and projections, or any other secret or confidential information whatsoever, whether of the Sub-Transfer Agent or of the Transfer Agent, used or gained by the Sub-Transfer Agent or the Transfer Agent during performance under this Agreement. The Sub-Transfer Agent and the Transfer Agent further covenant and agree to retain all such knowledge and information acquired during and after the term of this Agreement respecting such lists, trade secrets, or any secret or confidential information whatsoever in trust for the sole benefit of the Sub-Transfer Agent or the Transfer Agent and their successors and assigns. In the event of breach of the foregoing by either party, the remedies provided by
Section 7.3 shall be available to the party whose confidential information is disclosed. The above prohibition of disclosure shall not apply to the extent that the Sub-Transfer Agent must disclose such data to its sub-contractor or Fund agent for purposes of providing services under this Agreement.

10.2 In the event that any requests or demands are made for the inspection of the Shareholder records of the Fund, other than request for records of Shareholders pursuant to standard subpoenas from state or federal government authorities (i.e., divorce and criminal actions), the Sub-Transfer Agent will use best efforts to notify the Transfer Agent and to secure instructions from an authorized officer of the Transfer Agent as to such

12

inspection. The Sub-Transfer Agent expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the Shareholder records to such person or if required by law or court order.

11. Covenants of the Transfer Agent and the Sub-Transfer Agent

11.1 The Sub-Transfer Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Transfer Agent for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

11.2 The Sub-Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Sub-Transfer Agent agrees that all such records prepared or maintained by the Sub-Transfer Agent relating to the services to be performed by the Sub-Transfer Agent hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such
Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request.

12. Termination of Agreement

12.1 Term. The initial term of this Agreement (the "Initial Term") shall be three years from the date first stated above unless terminated pursuant to the provisions of this Section 12. Unless a terminating party gives written notice to the other party one hundred and twenty (120) days before the expiration of the Initial Term or any Renewal Term, this Agreement will renew automatically from year to year (each such year-to-year renewal term a "Renewal Term"). One hundred and twenty
(120) days before the expiration of the Initial Term or a Renewal Term the parties to this Agreement will agree upon a Fee Schedule for the upcoming Renewal Term. Otherwise the fees shall be increased pursuant to Section 3.5 of this Agreement.

12.2 Termination by Transfer Agent for Cause. If Sub-Transfer Agent defaults in the performance of any of its material obligations (or repeatedly defaults in the performance of any of its other obligations) under this Agreement, and does not cure such default within sixty days (60) of notice of the default, then Transfer Agent may, by giving notice to Sub-Transfer Agent, terminate this Agreement as of the termination date specified in the notice of termination.

12.3 Early Termination. Notwithstanding anything contained in this Agreement to the contrary, should the Transfer Agent desire to move any of its services provided by the Sub-Transfer Agent hereunder to a successor service provider prior to the expiration of the then current Initial or Renewal Term, or without the required notice, the Sub-Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; however, there can be no guarantee or assurance that the Sub-Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, or if the Fund is liquidated or its assets merged or purchased or the like with or by another entity which does not utilize the services of the Transfer Agent, the fees payable to the Sub-Transfer

13

Agent shall be calculated as if the services had been performed by the Sub-Transfer Agent until the expiration of the then current Initial or Renewal Term and calculated at the asset and/or Shareholder account levels, as the case may be, on the date notice of termination was given to the Sub-Transfer Agent. In addition to the foregoing, the Transfer Agent shall pay to the Sub-Transfer Agent an amount equal to the aggregate of all discounts on fees received by the Transfer Agent which would, other than for such discounts, have been due and owed by the Transfer Agent to the Sub-Transfer Agent during the Initial Term or subsequent Renewal Term. For purposes of this provision the parties have calculated this amount to be $377,000 for each year or partial year remaining in the then current term. The payment of all fees to the Sub-Transfer Agent as set forth shall be accelerated to the business day immediately prior to the conversion or termination of services.

12.4 Expiration of Term. During the Initial Term or Renewal Term, whichever currently is in effect, should either party exercise its right to terminate, all out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Transfer Agent. Additionally, the Sub-Transfer Agent reserves the right to charge for any other reasonable expenses associated with such termination.

12.5 Confidential Information. Upon termination of this Agreement, each party shall return to the other party all copies of confidential or proprietary materials or information received from such other party hereunder, other than materials or information required to be retained by such party under applicable laws or regulations.

12.6 Unpaid Invoices. The Sub-Transfer Agent may terminate this Agreement immediately upon an unpaid invoice payable by the Transfer Agent to the Sub-Transfer Agent being outstanding for more than ninety (90) days, except with respect to any amount subject to a good faith dispute within the meaning of Section 3.4 of this Agreement.

12.7 Bankruptcy. Either party hereto may terminate this Agreement by notice to the other party, effective at any time specified therein, in the event that (a) the other party ceases to carry on its business or (b) in the event that any of the following occur(s) and is not discharged within thirty days: (i) voluntary institution by the other party of insolvency, receivership, bankruptcy, or any other proceedings for the settlement of the other party's debt, (ii) involuntary institution of insolvency, receivership, bankruptcy or any other proceedings for settlement of the other party's debt, (iii) the making of general assignment by the other party for the benefit of creditors; or (iv) the dissolution of the other party.

13. Assignment and Third Party Beneficiaries

13.1 Except as provided in Section 14.1 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

14

13.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Sub-Transfer Agent and the Transfer Agent, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Sub-Transfer Agent and the Transfer Agent. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

13.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Sub-Transfer Agent and the Transfer Agent. Other than as provided in Section 14.1 and Schedule 1.2(f), neither party shall make any commitments with third parties that are binding on the other party without the other party's prior written consent.

14. Subcontractors

14.1 The Sub-Transfer Agent may, with notice, but without further consent on the part of the Transfer Agent, subcontract for the performance hereof with a Sub-Transfer Agent affiliate duly registered as a transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934; provided, however, that the Sub-Transfer Agent shall be fully responsible to the Transfer Agent for the acts and omissions of the Sub-Transfer Agent or its affiliate as it is for its own acts and omissions.

14.2 Nothing herein shall impose any duty upon the Sub-Transfer Agent in connection with or make the Sub-Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, Airborne Services, Federal Express, United Parcel Service, the U.S. Mails, the NSCC and telecommunication companies, provided, if the Sub-Transfer Agent selected such company, the Sub-Transfer Agent shall have exercised due care in selecting the same.

15. Miscellaneous

15.1 Amendment. This Agreement may be amended or modified by a written agreement executed by both parties.

15.2 Massachusetts Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.

15.3 Force Majeure. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. Performance under this Agreement shall resume when the affected party or parties are able to perform substantially that party's duties.

15

15.4 Consequential Damages. Neither party to this Agreement shall be liable to the other party for consequential, indirect or special damages under any provision of this Agreement or for any consequential, indirect or special damages arising out of any act or failure to act hereunder.

15.5 Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.

15.6 Severability. If any provision or provisions of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

15.7 Priorities Clause. In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement and any Schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

15.8 Waiver. No waiver by either party or any breach or default of any of the covenants or conditions herein contained and performed by the other party shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition.

15.9 Merger of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

15.10 Counterparts. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

15.11 Reproduction of Documents. This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence.

15.12 Notices. All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.

(a) If to Boston Financial Data Services, Inc. to: Boston Financial Data Services, Inc. 2 Heritage Drive, 4th Floor North Quincy, Massachusetts 02171 Attn: Legal Department Facsimile: (617) 483-2490

16

(b) If to the Transfer Agent, to:


Phoenix Equity Planning Corporation
101 Munson Street
Greenfield, Massachusetts 01301
Attention: Heidi Griswold
Facsimile: (413) 772-4112
cc: Phoenix Equity Planning Corporation
One American Row
Hartford, Connecticut 06115
Attention: Matthew Swendiman

16. Additional Funds

In the event that any Fund establishes one or more series of Shares or a new investment company is added in addition to those listed on the attached Schedule A, with respect to which the Transfer Agent desires to have the Sub-Transfer Agent render services as sub-transfer agent under the terms hereof, it shall so notify the Sub-Transfer Agent in writing, and if the Sub-Transfer Agent agrees in writing to provide such services, such Fund or such series of Shares shall become a Portfolio (as the case may be) hereunder.

17

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

PHOENIX EQUITY PLANNING
CORPORATION

                                   By: /s/ Heidi Griswold
                                       -----------------------------------------

                                   Name: Heidi Griswold
                                         ---------------------------------------

                                   Title: AVP, Mutual Fund Services
                                          --------------------------------------
ATTEST:



/s/ Thomas J. Almstead
----------------------

                                   BOSTON FINANCIAL DATA SERVICES, INC.

                                   BY: /s/ Jane L. Brennan
                                       -----------------------------------------
                                       Jane Brennan, Divisional Vice President

ATTEST:



/s/ Steve Silverman, Client Service Officer
-------------------------------------------

18

SCHEDULE A
January 1, 2005

PHOENIX EQUITY TRUST
Phoenix Mid-Cap Value Fund
Phoenix-Aberdeen Worldwide Opportunities Fund
PHOENIX PARTNER SELECT FUNDS
Phoenix Partner Select Wealth Builder Fund Phoenix Partner Select Wealth Guardian Fund
THE PHOENIX-ENGEMANN FUNDS
Phoenix-Engemann Balanced Return Fund Phoenix-Engemann Focus Growth Fund
Phoenix-Engemann Nifty Fifty Fund
Phoenix-Engemann Small-Cap Growth
PHOENIX MULTI-SERIES TRUST
Phoenix-Goodwin Multi-Sector Fixed Income Fund Phoenix-Goodwin Multi-Sector Short Term Bond Fund
PHOENIX INSTITUTIONAL MUTUAL FUNDS
Phoenix Institutional Bond Fund
PHOENIX STRATEGIC EQUITY SERIES FUND
Phoenix-Seneca Growth Fund
Phoenix-Seneca Strategic Theme Fund
PHOENIX EQUITY SERIES FUND
Phoenix Growth & Income Fund
PHOENIX PORTFOLIOS
Phoenix Market Neutral Fund
PHOENIX INSTITUTIONAL MUTUAL FUNDS
Phoenix Institutional Bond Fund
PHOENIX INVESTMENT SERIES FUND
Phoenix Income & Growth Fund
Phoenix Global Utilities Fund
PHOENIX INVESTMENT TRUST 97
Phoenix Small Cap Value Fund
Phoenix Value Equity Fund
PHOENIX-GOODWIN MULTI SECTOR FIXED INCOME FUND, INC. PHOENIX GOODWIN CALIFORNIA TAX-EXEMPT BOND FUND PHOENIX STRATEGIC ALLOCATION FUND
PHOENIX MULTI-PORTFOLIO FUND
Phoenix-Aberdeen International Fund Phoenix-Duff & Phelps Real Estate Securities Fund Phoenix-Goodwin Emerging Markets Bond Fund Phoenix-Goodwin Tax Exempt Bond Fund
PHOENIX-KAYNE FUNDS
Phoenix-Kayne Rising Dividends Fund Phoenix-Kayne Small-Mid Cap Fund
Phoenix-Kayne International Fund
Phoenix-Kayne Intermediate Total Return Bond Fund Phoenix-Kayne California Intermediate Tax-Free Bond Fund


SCHEDULE A
January 1, 2005
(continued)

PHOENIX-SENECA FUNDS
Phoenix-Seneca Bond Fund
Phoenix-Seneca Mid-Cap "EDGE" Fund
Phoenix-Seneca Equity Income Fund
PHOENIX SERIES FUND
Phoenix Core Bond Fund
Phoenix-Engemann Mid-Cap Growth Fund Phoenix-Engemann Capital Growth Fund Phoenix-Goodwin High Yield Fund
Phoenix-Goodwin Money Market Fund

PHOENIX EQUITY PLANNING               BOSTON FINANCIAL DATA SERVICES,
CORPORATION                           INC.


By:  /s/ Heidi Griswold               By:  /s/ Jane L. Brennan
     ----------------------------          -------------------------------------
                                      Jane Brennan, Divisional Vice President

Name:  Heidi Griswold
       --------------------------

Title: AVP, Mutual Fund Services
       --------------------------


SCHEDULE 1.2(g)
AML DELEGATION

1. DELEGATION. In connection with the enactment of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and the regulations promulgated thereunder, (collectively, the "USA PATRIOT Act"), the Transfer Agent and the Funds have developed and implemented a written anti-money laundering program (the "AML Program"), which is designed to satisfy the requirements of the USA PATRIOT Act. Under the USA PATRIOT Act, a mutual fund can elect to delegate certain duties with respect to the implementation and operation of its AML Program to a service provider, including its transfer agent. The Funds have made such a delegation to the Transfer Agent. In accordance with the Funds' delegation, the Transfer Agent is desirous of having the Sub-Transfer Agent perform certain delegated duties pursuant to the AML Program and the Sub-Transfer Agent desires to accept such delegation.

2. LIMITATION ON DELEGATION. The Transfer Agent acknowledges and agrees that in accepting the delegation hereunder, the Sub-Transfer Agent is agreeing to perform only those services that have been expressly delegated hereby as the same may from time to time be amended and is not undertaking and shall not be responsible for any other aspect of the AML Program or for the overall compliance by the Funds with the USA PATRIOT Act or for any other matters delegated by the Funds to the Transfer Agent that have not been further delegated hereunder. Additionally, the parties acknowledge and agree that the Sub-Transfer Agent shall only be responsible for performing the delegated duties with respect to the ownership of, and transactions in, shares in the Funds for which the Sub-Transfer Agent maintains the applicable shareholder information.

3. CONSENT TO EXAMINATION. In connection with the performance by the Sub-Transfer Agent of the delegated duties below, the Sub-Transfer Agent understands and acknowledges that the Transfer Agent and the Funds remain responsible for assuring compliance with the USA PATRIOT Act and that the records the Sub-Transfer Agent maintains for the Transfer Agent on behalf of the Funds relating to the AML Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. The Sub-Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Sub-Transfer Agent will use its best efforts to make available, during normal business hours and on reasonable notice all required records and information for review by such examiners.

4. DELEGATED DUTIES.

4.1 Consistent with the services provided by the Sub-Transfer Agent and with respect to the beneficial ownership of, and transactions in, shares in the Fund for which the Sub-Transfer Agent maintains the applicable shareholder information, the Sub-Transfer Agent shall:


SCHEDULE 1.2(f)
AML DELEGATION
(continued)

(a) Submit all financial and non-financial transactions through the Office of Foreign Assets Control ("OFAC") database and such other lists or databases as may be required from time to time by applicable regulatory authorities;

(b) Review special payee checks through OFAC database;

(c) Review redemption transactions that occur within thirty (30) days of account establishment or maintenance;

(d) Review wires sent pursuant to banking instructions other than those on file with the Sub-Transfer Agent;

(e) Review accounts with small balances followed by large purchases;

(f) Review accounts with frequent activity within a specified date range followed by a large redemption;

(g) On a daily basis, review purchase and redemption activity per tax identification number ("TIN") within the Funds to determine if activity for that TIN exceeded the $100,000 threshold on any given day;

(h) Monitor and track cash equivalents under $10,000 for a rolling twelve-month period and file IRS Form 8300 and issue the Shareholder notices required by the IRS;

(i) Determine when a suspicious activity report ("SAR") should be filed as required by regulations applicable to mutual funds; prepare and file the SAR. Provide the Transfer Agent with a copy of the SAR within a reasonable time after filing; notify the Transfer Agent if any further communication is received from U.S. Department of the Treasury or other law enforcement agencies regarding the SAR;

(j) Compare account information to any FinCEN request received by the Transfer Agent and provided to the Transfer Agent pursuant to USA PATRIOT Act Sec. 314(a). Provide the Transfer Agent with documentation/information necessary to respond to requests under USA PATRIOT Act Sec. 314(a) within required time frames; and

(k) In accordance with procedures agreed upon by the parties (which may be amended from time to time by mutual agreement of the parties) (i) verify the identity of any person seeking to open an account with a Fund, (ii) Maintain records of the information used to verify the person's identity and (iii) Determine whether the person appears on any lists of known or suspected terrorists or terrorists organizations provided to the Transfer Agent by any government agency.

2

SCHEDULE 1.2(f)
AML DELEGATION
(continued)

4.2 In the event that the Sub-Transfer Agent detects suspicious activity as a result of the foregoing procedures, which necessitates the filing by the Sub-Transfer Agent of a SAR, a Form 8300 or other similar report or notice to OFAC, then the Sub-Transfer Agent shall also immediately notify the Transfer Agent, unless prohibited by applicable law.

PHOENIX EQUITY PLANNING               BOSTON FINANCIAL DATA SERVICES,
CORPORATION                           INC.


By:  /s/ Heidi Griswold               By:  /s/ Jane L. Brennan
     ----------------------------          -------------------------------------
                                      Jane Brennan, Divisional Vice President

Name:  Heidi Griswold
       --------------------------

Title: AVP, Mutual Fund Services
       --------------------------

3

SCHEDULE 2.1
THIRD PARTY ADMINISTRATOR(S) PROCEDURES

Dated: January 1, 2005

1. On each day on which both the New York Stock Exchange and the Fund are open for business (a "Business Day"), the TPA(s) shall receive, on behalf of and as agent of the Fund, Instructions (as hereinafter defined) from the Plan. Instructions shall mean as to each Fund (i) orders by the Plan for the purchases of Shares, and (ii) requests by the Plan for the redemption of Shares; in each case based on the Plan's receipt of purchase orders and redemption requests by Participants in proper form by the time required by the terms of the Plan, but not later than the time of day at which the net asset value of a Fund is calculated, as described from time to time in that Fund's prospectus. Each Business Day on which the TPA receives Instructions shall be a "Trade Date".

2. The TPA(s) shall communicate the TPA(s)'s acceptance of such Instructions, to the applicable Plan.

3. On the next succeeding Business Day following the Trade Date on which it accepted Instructions for the purchase and redemption of Shares, (TD+1), the TPA(s) shall notify the Sub-Transfer Agent of the net amount of such purchases or redemptions, as the case may be, for each of the Plans. In the case of net purchases by any Plan, the TPA(s) shall instruct the Trustees of such Plan to transmit the aggregate purchase price for Shares by wire transfer to the Sub-Transfer Agent on (TD+1). In the case of net redemptions by any Plan, the TPA(s) shall instruct the Fund's custodian to transmit the aggregate redemption proceeds for Shares by wire transfer to the Trustees of such Plan on (TD+1). The times at which such notification and transmission shall occur on (TD+1) shall be as mutually agreed upon by each Fund, the TPA(s), and the Sub-Transfer Agent.

4. The TPA(s) shall maintain separate records for each Plan, which record shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. The TPA(s) shall maintain on behalf of each of the Plans a single master account with the Sub-Transfer Agent and such account shall be in the name of that Plan, the TPA(s), or the nominee of either thereof as the record owner of Shares owned by such Plan.

5. The TPA(s) shall maintain records of all proceeds of redemptions of Shares and all other distributions not reinvested in Shares.

6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic account statements showing the total number of Shares owned by that Plan as of the statement closing date, purchases and redemptions of Shares by the Plan during the period covered by the statement, and the dividends and other distributions paid to the Plan on Shares during the statement period (whether paid in cash or reinvested in Shares).

7. The TPA(s) shall, at the request and expense of each Fund, transmit to the Plans prospectuses, proxy materials, reports, and other information provided by each Fund for delivery to its shareholders.

4

SCHEDULE 2.1
THIRD PARTY ADMINISTRATOR(S) PROCEDURES

Dated: January 1, 2005
(continued)

8. The TPA(s) shall, at the request of each Fund, prepare and transmit to each Fund or any agent designated by it such periodic reports covering Shares of each Plan as each Fund shall reasonably conclude are necessary to enable the Fund to comply with state Blue Sky requirements.

9. The TPA(s) shall transmit to the Plans confirmation of purchase orders and redemption requests placed by the Plans; and

10. The TPA(s) shall, with respect to Shares, maintain account balance information for the Plan(s) and daily and monthly purchase summaries expressed in Shares and dollar amounts.

11. Plan sponsors may request, or the law may require, that prospectuses, proxy materials, periodic reports and other materials relating to each Fund be furnished to Participants in which event the Sub-Transfer Agent or each Fund shall mail or cause to be mailed such materials to Participants. With respect to any such mailing, the TPA(s) shall, at the request of the Sub-Transfer Agent or each Fund, provide at the TPA(s)'s expense a complete and accurate set of mailing labels with the name and address of each Participant having an interest through the Plans in Shares.

PHOENIX EQUITY PLANNING               BOSTON FINANCIAL DATA SERVICES,
CORPORATION                           INC.


By:  /s/ Heidi Griswold               By:  /s/ Jane L. Brennan
     ----------------------------          -------------------------------------
                                      Jane Brennan, Divisional Vice President

Name:  Heidi Griswold
       --------------------------

Title: AVP, Mutual Fund Services
       --------------------------

5

SCHEDULE 2.1
FEES
January 1, 2005 through December 31, 2007

General: Fees are billable on a monthly basis at the rate of 1/12th of the annual fee and include National Quality Review charges. A charge is made for an account in the month that an account opens or closes. Account service fees are the higher of; (a) open account charges plus closed account charges or, (b) the CUSIP minimum. A CUSIP that merges with another CUSIP shall be charged account service fees through May of the year following the calendar year in which the CUSIP merged. CUSIPs are subject to account service fees until purged from the TA2000 System.

Annual Account Service Fees*
----------------------------
Open Account                                                          $    5.75/account
Closed Account                                                        $    1.40/account

    *Note:  A CUSIP Minimum Fee of $1,617/month applies.

Other Annual Fees
-----------------
Investor                                                              $    1.89/Investor
12b-1 Commissions/TASS                                                $    1.08/account
COMFEE Processing                                                     $    0.25/account (once initialized)

Transaction Fees
----------------
Checkwriting                                                          $    1.05/draft

Automated Work Station ("AWD") Support Fees
-------------------------------------------
1-150 Workstations                                                    $4,500.00/each/year
151+ Workstations                                                     $4,400.00/each/year
AWD AUTOSOURCE                                                        $   10.00/report/execution
NT Fax                                                                $1,500.00/line/year

Out-of-Pocket Expenses**: Out-of-pocket expenses include but are not limited to confirmation statement files, NSCC charges, postage, forms, audio response, Internet based applications, disaster backup, project management, business event management, programming, reports, telephone/line charges, faxes, transmissions, freight, records retention, federal funds wires, microfiche, CD ROMS, fund implementation and expenses incurred at the specific direction of the Transfer Agent.

**Note: The Sub-Transfer Agent agrees to inform the Transfer Agent of rate changes prior to their implementation.

PHOENIX EQUITY PLANNING             BOSTON FINANCIAL DATA SERVICES, INC.
CORPORATION

By:  /s/ Heidi Griswold             By:  /s/ Jane L. Brennan
     ----------------------------        ----------------------
                                         Jane Brennan, Divisional Vice President

Name:  Heidi Griswold
       --------------------------

Title: AVP, Mutual Fund Services

EXHIBIT (h)(4)

EXPENSE LIMITATION AGREEMENT

PHOENIX INSIGHT FUNDS TRUST


EXPENSE LIMITATION AGREEMENT

PHOENIX INSIGHT FUNDS TRUST

This Expense Limitation Agreement (the "Agreement") is effective as of May 18, 2006 by and between Phoenix Insight Funds Trust, a Massachusetts business trust (the "Registrant"), on behalf of each series of the Registrant listed in Appendix A, as may be amended from time to time (each a "Fund" and collectively, the "Funds"), and the Adviser of each of the Funds, Phoenix Investment Counsel, Inc., a Massachusetts Corporation (the "Adviser").

WHEREAS, the Adviser renders advice and services to the Funds pursuant to the terms and provisions of one or more Investment Advisory Agreements entered into between the Registrant and the Adviser (the "Advisory Agreement"); and

WHEREAS, the Adviser desires to maintain the expenses of each Fund at a level below the level to which each such Fund might otherwise be subject; and

WHEREAS, the Adviser understands and intends that the Registrant will rely on this Agreement in preparing post-effective amendments to the Registrant's registration statement on Form N-1A and in accruing the expenses of the Registrant for purposes of calculating net asset value and for other purposes, and expressly permits the Registrant to do so.

NOW, THEREFORE, the parties hereto agree as follows:

1. Limit on Fund Expenses. The Adviser hereby agrees to limit each Fund's Expenses to the respective rate of Total Fund Operating Expenses ("Expense Limit") specified for that Fund in Appendix A of this Agreement.

2. Definition. For purposes of this Agreement, the term "Total Fund Operating Expenses" with respect to a Fund is defined to include all expenses necessary or appropriate for the operation of the Fund including the Adviser's investment advisory or management fee under the Advisory Agreement and other expenses described in the Advisory Agreement that the Fund is responsible for and have not been assumed by the Adviser, but does not include front-end or contingent deferred loads, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization or extraordinary expenses, such as litigation.

3. Recoupment of Fees and Expenses. The Adviser agrees that it shall not be entitled to be reimbursed by a Fund for any expenses that it has waived or limited.

4. Term, Termination and Modification. This Agreement shall become effective on the date specified herein and shall remain in effect until December 31, 2007, unless sooner terminated as provided below in this Paragraph. Thereafter, this Agreement shall automatically renew for one-year terms with respect to a Fund unless the Adviser provides written notice to the Fund of the termination of this


Agreement, or the modification to the Expense Limit specified for a Fund in Appendix A of this Agreement, within thirty (30) days of the end of the then current term for that Fund. This Agreement may be terminated by the Registrant on behalf of any one or more of the Funds at any time without payment of any penalty or by the Board of Trustees of the Registrant upon thirty (30) days' written notice to the Adviser. In addition, this Agreement shall terminate with respect to a Fund upon termination of the Advisory Agreement with respect to such Fund.

5. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

6. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall otherwise be rendered invalid, the remainder of this Agreement shall not be affected thereby.

7. Captions. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any Federal securities law, regulation or rule, including the Investment Company Act of 1940, as amended and the Investment Advisers Act of 1940, as amended and any rules and regulations promulgated thereunder.

9. Computation. If the fiscal year to date Total Fund Operating Expenses of a Fund at the end of any month during which this Agreement is in effect exceed the Expense Limit for that Fund (the "Excess Amount"), the Adviser shall waive or reduce its fee under the Advisory Agreement or remit to that Fund an amount that is sufficient to pay the Excess Amount computed on the last day of the month.

10. Limitation of Liability. The names "Phoenix Insight Funds Trust" and "Trustees of Phoenix Insight Funds Trust" refer respectively to the Trust created and the Trustees as trustees but not individually or personally, acting from time to time under a Declaration of Trust, as amended, which is hereby referred to and a copy of which is on file at the office of the Secretary of State of the Commonwealth of Massachusetts and at the principal office of the Trust. The obligations of "Phoenix Insight Funds Trust" entered into in the name or on behalf thereof by any of the Trustees, officers, representatives or agents are not made individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives or agents of the Trust personally, but bind only the Trust property, and all persons dealing with any class of shares of the Trust must look

2

solely to the Trust property belonging to such class for the enforcement of any claims against the Trust.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers.

PHOENIX INSIGHT FUNDS TRUST PHOENIX INVESTMENT COUNSEL, INC.

By:      /s/ Francis G. Waltman         By:      /s/ John H. Beers
    --------------------------------        -----------------------------------
         Francis G. Waltman                      John H. Beers
         Senior Vice President                   Vice President and Clerk

3

APPENDIX A

PHOENIX FUND                                                   TOTAL FUND OPERATING EXPENSE LIMIT
------------                                                   ----------------------------------

                                                          Class A      Class C      Class I      Class N

Phoenix Insight Bond Fund                                  0.85%        1.60%        0.65%        0.85%
Phoenix Insight Intermediate Government Bond Fund          0.75%                     0.55%        0.75%
Phoenix Insight Intermediate Tax-Exempt Bond Fund          0.85%        1.60%        0.65%        0.85%
Phoenix Insight Short/Intermediate Bond Fund               0.95%        1.70%        0.75%        0.95%
Phoenix Insight Small-Cap Growth Fund                      1.40%        2.15%        1.20%
Phoenix Insight Tax-Exempt Bond Fund                       0.85%        1.60%        0.65%        0.85%
Phoenix Insight Ultra Short Duration Bond Fund                                       0.50%

4

EXHIBIT (j)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 20, 2007, relating to the financial statements and financial highlights which appear in the December 31, 2006 Annual Report to Shareholders of Phoenix Insight Trust, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights", "Non-Public Portfolio Holdings Information", "Independent Registered Public Accounting Firm" and "Reports to Shareholders" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
April 24, 2007


EXHIBIT (m)(1)

PHOENIX INSIGHT FUNDS TRUST
(the "Fund")

CLASS A SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940


PHOENIX INSIGHT FUNDS TRUST
(the "Fund")

CLASS A SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940

1. Introduction

The Fund, on behalf of its series listed in Appendix A, as may be amended from time to time, and Phoenix Equity Planning Corporation (the "Distributor"), a broker-dealer registered under the Securities Exchange Act of 1934, have entered into a Distribution Agreement pursuant to which the Distributor acts as principal underwriter of each series and class of shares of the Fund for sale to the permissible purchasers. The Trustees of the Fund have determined to adopt this amended and restated Distribution Plan (the "Plan"), in accordance with the requirements of Rule 12b-1 of the Investment Company Act of 1940, as amended (the "Act") with respect to Class A shares of the Fund and have determined that there is a reasonable likelihood that the Plan will benefit the Fund and its Class A shareholders.

2. Rule 12b-1 Fees

The Fund shall pay to the Distributor, at the end of each month, an amount on an annual basis equal to the percentage as set forth on Appendix A hereto, of the average daily value of the net assets of any series of the Fund's Class A share, as compensation for the Distributor's services as distributor of Class A Shares in connection with any activities or expenses primarily intended to result in the sale of the Class A Shares. Expenses may include, but are not limited to, payment of compensation, including incentive compensation to securities dealers and financial institutions and organizations to obtain various distribution related and/or shareholder services for the investors in the Class A Shares or investors in a series of Phoenix PHOLIOs(SM) which in turn invests in the Class A shares; payment of compensation to and expenses of personnel of the Distributor who support the distribution of the Class A Shares; expenses related to the cost of financing or providing such financing from the Distributor's or an affiliate's resources in connection with the Distributor's payment of such distribution expenses and the payment of other direct distribution costs such as the cost of sales literature, advertising and prospectuses. Shareholder services include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as the Distributor or Fund may reasonable request.

3. Reports

At least quarterly in each year this Plan remains in effect, the Fund's Principal Accounting Officer or Treasurer, or such other person authorized to direct the disposition of monies paid or

1

payable by the Fund, shall prepare and furnish to the Trustees of the Fund for their review, and the Trustees shall review, a written report complying with the requirements of Rule 12b-1 under the Act regarding the amounts expended under this Plan and the purposes for which such expenditures were made.

4. Required Approval

This plan shall not take effect until it, together with any related agreement, has been approved by a vote of at least a majority of the Fund's Trustees as well as a vote of at least a majority of the Trustees of the Fund who are not interested persons (as defined in the Act) of the Fund and who have no direct or indirect financial interest in the operation of this Plan or in any related agreement (the "Disinterested Trustees"), cast in person at a meeting called for the purpose of voting on this Plan or any related agreement and this Plan.

5. Term

This Plan shall remain in effect for one year from the date of its adoption and may be continued thereafter if specifically approved at least annually by a vote of at least a majority of the Trustees of the Fund as well as a majority of the Disinterested Trustees. This Plan may be amended at any time, provided that (a) the Plan may not be amended to increase materially the amount of the distribution expenses without the approval of at least a majority of the outstanding voting securities (as defined in the Act) of the Class A shares of the Fund and (b) all material amendments to this Plan must be approved by a majority vote of the Trustees of the Fund and of the Disinterested Trustees cast in person at a meeting called for the purpose of such vote.

6. Selection of Disinterested Trustees

While this Plan is in effect, the selection and nomination of Trustees who are not interested persons (as defined in the Act) of the Fund shall be committed to the discretion of the Disinterested Trustees then in office.

7. Related Agreements

Any related agreement shall be in writing and shall provide that (a) such agreement shall be subject to termination, without penalty, by vote of a majority of the outstanding voting securities (as defined in the Act) of the Class A shares of the Fund on not more than 60 days' written notice to the other party to the agreement and (b) such agreement shall terminate automatically in the event of its assignment.

8. Termination

This Plan may be terminated at any time by a vote of a majority of the Disinterested Trustees or by a vote of a majority of the outstanding voting securities (as defined in the Act) of the Class A shares of the Fund. In the event this Plan is terminated or otherwise discontinued, no further payments hereunder will be made hereunder.

2

9. Records

The Fund shall preserve copies of this Plan and any related agreements and all reports made pursuant to Paragraph 3 hereof, and any other information, estimates, projections and other materials that serve as a basis therefor, considered by the Trustees of the Fund, for a period of not less than six years from the date of this Plan, the agreement or report, as the case may be, the first two years in an easily accessible place.

10. Non-Recourse

A copy of the Fund's Declaration of Trust (the "Declaration of Trust") is on file in the office of the Secretary of the Commonwealth of Massachusetts. The Declaration of Trust refers to the Trustees collectively as Trustees, but not as individuals or personally, and no Trustee, shareholder, officer, employee or agent of the Fund may be held to any personal liability, nor may any resort be had to their private property for the satisfaction of any obligation or claim or otherwise in connection with the affairs of the Fund but the Fund property only shall be liable.

Amended and Restated March 1, 2007

3

                                   APPENDIX A

NAME OF SERIES                                          PERCENTAGE OF NET ASSETS
--------------                                          ------------------------
Phoenix Insight Balanced Fund                                     0.25%
Phoenix Insight Bond Fund                                         0.25%
Phoenix Insight Core Equity Fund                                  0.25%
Phoenix Insight Emerging Markets Fund                             0.25%
Phoenix Insight Equity Fund                                       0.25%
Phoenix Insight Government Money Market Fund                      0.10%
Phoenix Insight High Yield Bond Fund                              0.25%
Phoenix Insight Index Fund                                        0.25%
Phoenix Insight Intermediate Government Bond Fund                 0.25%
Phoenix Insight Intermediate Tax-Exempt Bond Fund                 0.25%
Phoenix Insight International Fund                                0.25%
Phoenix Insight Money Market Fund                                 0.10%
Phoenix Insight Short/Intermediate Bond Fund                      0.25%
Phoenix Insight Small-Cap Growth Fund                             0.25%
Phoenix Insight Small-Cap Opportunity Fund                        0.25%
Phoenix Insight Small-Cap Value Fund                              0.25%
Phoenix Insight Tax-Exempt Bond Fund                              0.25%
Phoenix Insight Tax-Exempt Money Market Fund                      0.10%

4

EXHIBIT (m)(2)

PHOENIX INSIGHT FUNDS TRUST
(the "Fund")

CLASS C SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940


PHOENIX INSIGHT FUNDS TRUST
(the "Fund")

CLASS C SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940

1. Introduction

The Fund, on behalf of its series listed in Appendix A, as may be amended from time to time, and Phoenix Equity Planning Corporation (the "Distributor"), a broker-dealer registered under the Securities Exchange Act of 1934, have entered into a Distribution Agreement pursuant to which the Distributor acts as principal underwriter of each series and class of shares of the Fund for sale to the permissible purchasers. The Trustees of the Fund have determined to adopt this amended and restated Distribution Plan (the "Plan"), in accordance with the requirements of Rule 12b-1 of the Investment Company Act of 1940, as amended (the "Act") with respect to Class C shares of the Fund and have determined that there is a reasonable likelihood that the Plan will benefit the Fund and its Class C shareholders.

2. Rule 12b-1 Fees

The Fund shall pay to the Distributor, at the end of each month, an amount on an annual basis equal to 0.75% of the average daily value of the net assets of any series of the Fund's Class C shares, as compensation for distribution services and a fee of 0.25% of the average daily value of the net assets of any series of the Fund's Class C shares for shareholder services. Distribution services include, but are not limited to, payment of compensation, including incentive compensation to securities dealers and financial institutions and organizations; payment of compensation to and expenses of personnel of the Distributor who support the distribution of the Class C shares; expenses related to the cost of financing or providing such financing from the Distributor's or an affiliate's resources in connection with the Distributor's payment of such distribution expenses and the payment of other direct distribution costs such as the cost of sales literature, advertising and prospectuses. Shareholder services include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as the Distributor or Fund may reasonably request.

3. Reports

At least quarterly in each year this Plan remains in effect, the Fund's Principal Accounting Officer or Treasurer, or such other person authorized to direct the disposition of monies paid or payable by the Fund, shall prepare and furnish to the Trustees of the Fund for their review, and the Trustees shall review, a written report complying with the requirements of Rule 12b-1 under

1

the Act regarding the amounts expended under this Plan and the purposes for which such expenditures were made.

4. Required Approval

This plan shall not take effect until it, together with any related agreement, has been approved by a vote of at least a majority of the Fund's Trustees as well as a vote of at least a majority of the Trustees of the Fund who are not interested persons (as defined in the Act) of the Fund and who have no direct or indirect financial interest in the operation of this Plan or in any related agreement (the "Disinterested Trustees"), cast in person at a meeting called for the purpose of voting on this Plan or any related agreement.

5. Term

This Plan shall remain in effect for one year from the date of its adoption and may be continued thereafter if specifically approved at least annually by a vote of at least a majority of the Trustees of the Fund as well as a majority of the Disinterested Trustees. This Plan may be amended at any time, provided that (a) the Plan may not be amended to increase materially the amount of the distribution and service expenses without the approval of at least a majority of the outstanding voting securities (as defined in the Act) of the Class C shares of the Fund and (b) all material amendments to this Plan must be approved by a majority vote of the Trustees of the Fund and of the Disinterested Trustees cast in person at a meeting called for the purpose of such vote.

6. Selection of Disinterested Trustees

While this Plan is in effect, the selection and nomination of Trustees who are not interested persons (as defined in the Act) of the Fund shall be committed to the discretion of the Disinterested Trustees then in office.

7. Related Agreements

Any related agreement shall be in writing and shall provide that (a) such agreement shall be subject to termination, without penalty, by vote of a majority of the outstanding voting securities (as defined in the Act) of the Class C shares of the Fund on not more than 60 days' written notice to the other party to the agreement and (b) such agreement shall terminate automatically in the event of its assignment.

8. Termination

This Plan may be terminated at any time by a vote of a majority of the Disinterested Trustees or by a vote of a majority of the outstanding voting securities (as defined in the Act) of the Class C shares of the Fund. In the event this Plan is terminated or otherwise discontinued, no further payments hereunder will be made hereunder.

9. Records

The Fund shall preserve copies of this Plan and any related agreements and all reports

2

made pursuant to Paragraph 3 hereof, and any other information, estimates, projections and other materials that serve as a basis therefor, considered by the Trustees of the Fund, for a period of not less than six years from the date of this Plan, the agreement or report, as the case may be, the first two years in an easily accessible place.

10. Non-Recourse

A copy of the Fund's Declaration of Trust (the "Declaration of Trust") is on file in the office of the Secretary of the Commonwealth of Massachusetts. The Declaration of Trust refers to the Trustees collectively as Trustees, but not as individuals or personally, and no Trustee, shareholder, officer, employee or agent of the Fund may be held to any personal liability, nor may any resort be had to their private property for the satisfaction of any obligation or claim or otherwise in connection with the affairs of the Fund but the Fund property only shall be liable.

Amended and Restated March 1, 2007

3

APPENDIX A

Phoenix Insight Balanced Fund
Phoenix Insight Bond Fund
Phoenix Insight Core Equity Fund
Phoenix Insight Emerging Markets Fund
Phoenix Insight Government Money Market Fund Phoenix Insight High Yield Bond Fund
Phoenix Insight Intermediate Tax-Exempt Bond Fund Phoenix Insight International Fund
Phoenix Insight Short/Intermediate Bond Fund Phoenix Insight Small-Cap Growth Fund
Phoenix Insight Small-Cap Opportunity Fund Phoenix Insight Small-Cap Value Fund
Phoenix Insight Tax-Exempt Bond Fund

4

EXHIBIT (m)(3)

PHOENIX INSIGHT FUNDS TRUST
(the "Fund")

A SHARES
AMENDED AND RESTATED SHAREHOLDER SERVICES PLAN
NOT PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940


PHOENIX INSIGHT FUNDS TRUST
(the "Fund")

A SHARES
AMENDED AND RESTATED SHAREHOLDER SERVICES PLAN
NOT PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940

1. Introduction

The Fund, on behalf of its series listed in Appendix A, as may be amended from time to time, and Phoenix Equity Planning Corporation (the "Distributor"), a broker-dealer registered under the Securities Exchange Act of 1934, have entered into a Distribution Agreement pursuant to which the Distributor acts as principal underwriter of each class of shares of the Fund for sale to the permissible purchasers. The Trustees of the Fund have determined to adopt this amended and restated service plan with respect to A shares (the "Plan").

2. Service Fees

The Fund shall pay the Distributor, at the end of each month, an amount on an annual basis equal to 0.25% of the average daily value of the net assets of the Fund's A shares, as compensation for providing personal services to shareholders. Shareholder services include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering shareholder inquiries including correspondence; assisting shareholders in completing forms and selecting dividend and other account options and providing such other information and services as the Distributor or Fund may reasonably request.

3. Reports

At least quarterly in each year this Plan remains in effect, the Fund's Principal Accounting Officer or Treasurer, or such other person authorized to direct the disposition of monies paid or payable by the Fund, shall prepare and furnish to the Trustees of the Fund for their review, and the Trustees shall review, a written report regarding the amounts expended under this Plan and the purposes for which such expenditures were made.

4. Required Approval

This Plan shall not take effect until it, together with any related agreement, has been approved by a vote of at least a majority of the Fund's Trustees as well as a vote of at least a majority of the Trustees of the Fund who are not interested persons (as defined in the Act) of the Fund and who have no direct or indirect financial interest in the operation of this Plan or in any

1

related agreement (the "Disinterested Trustees"), cast in person at a meeting called for the purpose of voting on this Plan.

5. Term

This Plan shall remain in effect for one year from the date of its adoption and may be continued thereafter if specifically approved at least annually by a vote of at least a majority of the Trustees of the Fund as well as a majority of the Disinterested Trustees. This Plan may be amended at any time, provided that all material amendments to this Plan must be approved by a majority vote of the Trustees of the Fund and of the Disinterested Trustees cast in person at a meeting called for the purpose of such vote.

6. Selection of Disinterested Trustees

While this Plan is in effect, the selection and nomination of Trustees who are not interested persons (as defined in the Act) of the Fund shall be committed to the discretion of the Disinterested Trustees then in office.

7. Related Agreements

Any related agreement shall be in writing and shall provide that (a) such agreement shall be subject to termination, without penalty, by a vote of a majority of the Disinterested Trustees or by vote of a majority of the outstanding voting securities (as defined in the Act) of the Exchange shares of the Fund on not more than 60 days' written notice to the other party to the agreement and (b) such agreement shall terminate automatically in the event of its assignment.

8. Termination

This Plan may be terminated at any time by a vote of a majority of the Disinterested Trustees or by a vote of a majority of the outstanding voting securities (as defined in the Act) of the Exchange shares of the Fund. In the event this Plan is terminated or otherwise discontinued, no further payments hereunder will be made hereunder.

9. Records

The Fund shall preserve copies of this Plan and any related agreements and all reports made pursuant to Paragraph 3 hereof, and any other information, estimates, projections and other materials that serve as a basis therefor, considered by the Trustees of the Fund, for a period of not less than six years from the date of this Plan, the agreement or report, as the case may be, the first two years in an easily accessible place.

10. Non-Recourse

A copy of the Fund's Declaration of Trust (the "Declaration of Trust") is on file in the office of the Secretary of the Commonwealth of Massachusetts. The Declaration of Trust refers to the

2

Trustees collectively as Trustees, but not as individuals or personally, and no Trustee, shareholder, officer, employee or agent of the Fund may be held to any personal liability, nor may any resort be had to their private property for the satisfaction of any obligation or claim or otherwise in connection with the affairs of the Fund but the Fund property only shall be liable.

Amended and Restated March 1, 2007.

3

APPENDIX A

Phoenix Insight Government Money Market Fund Phoenix Insight Money Market Fund
Phoenix Insight Tax-Exempt Money Market Fund

4

EXHIBIT (m)(4)

PHOENIX INSIGHT FUNDS TRUST
(the "Fund")

EXCHANGE SHARES
AMENDED AND RESTATED SHAREHOLDER SERVICES PLAN
NOT PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940


PHOENIX INSIGHT FUNDS TRUST
(the "Fund")

EXCHANGE SHARES
AMENDED AND RESTATED SHAREHOLDER SERVICES PLAN
NOT PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940

1. Introduction

The Fund, on behalf of its series listed in Appendix A, as may be amended from time to time, and Phoenix Equity Planning Corporation (the "Distributor"), a broker-dealer registered under the Securities Exchange Act of 1934, have entered into a Distribution Agreement pursuant to which the Distributor acts as principal underwriter of each class of shares of the Fund for sale to the permissible purchasers. The Trustees of the Fund have determined to adopt this amended and restated service plan with respect to Exchange shares (the "Plan").

2. Service Fees

The Fund shall pay the Distributor, at the end of each month, an amount on an annual basis equal to 0.10% of the average daily value of the net assets of the Fund's Exchange shares, as compensation for providing personal services to shareholders. Shareholder services include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering shareholder inquiries including correspondence; assisting shareholders in completing forms and selecting dividend and other account options and providing such other information and services as the Distributor or Fund may reasonably request.

3. Reports

At least quarterly in each year this Plan remains in effect, the Fund's Principal Accounting Officer or Treasurer, or such other person authorized to direct the disposition of monies paid or payable by the Fund, shall prepare and furnish to the Trustees of the Fund for their review, and the Trustees shall review, a written report regarding the amounts expended under this Plan and the purposes for which such expenditures were made.

4. Required Approval

This Plan shall not take effect until it, together with any related agreement, has been approved by a vote of at least a majority of the Fund's Trustees as well as a vote of at least a majority of the Trustees of the Fund who are not interested persons (as defined in the Act) of the Fund and who have no direct or indirect financial interest in the operation of this Plan or in any

1

related agreement (the "Disinterested Trustees"), cast in person at a meeting called for the purpose of voting on this Plan.

5. Term

This Plan shall remain in effect for one year from the date of its adoption and may be continued thereafter if specifically approved at least annually by a vote of at least a majority of the Trustees of the Fund as well as a majority of the Disinterested Trustees. This Plan may be amended at any time, provided that all material amendments to this Plan must be approved by a majority vote of the Trustees of the Fund and of the Disinterested Trustees cast in person at a meeting called for the purpose of such vote.

6. Selection of Disinterested Trustees

While this Plan is in effect, the selection and nomination of Trustees who are not interested persons (as defined in the Act) of the Fund shall be committed to the discretion of the Disinterested Trustees then in office.

7. Related Agreements

Any related agreement shall be in writing and shall provide that (a) such agreement shall be subject to termination, without penalty, by a vote of a majority of the Disinterested Trustees or by vote of a majority of the outstanding voting securities (as defined in the Act) of the Exchange shares of the Fund on not more than 60 days' written notice to the other party to the agreement and (b) such agreement shall terminate automatically in the event of its assignment.

8. Termination

This Plan may be terminated at any time by a vote of a majority of the Disinterested Trustees or by a vote of a majority of the outstanding voting securities (as defined in the Act) of the Exchange shares of the Fund. In the event this Plan is terminated or otherwise discontinued, no further payments hereunder will be made hereunder.

9. Records

The Fund shall preserve copies of this Plan and any related agreements and all reports made pursuant to Paragraph 3 hereof, and any other information, estimates, projections and other materials that serve as a basis therefor, considered by the Trustees of the Fund, for a period of not less than six years from the date of this Plan, the agreement or report, as the case may be, the first two years in an easily accessible place.

10. Non-Recourse

A copy of the Fund's Declaration of Trust (the "Declaration of Trust") is on file in the office of the Secretary of the Commonwealth of Massachusetts. The Declaration of Trust refers to the

2

Trustees collectively as Trustees, but not as individuals or personally, and no Trustee, shareholder, officer, employee or agent of the Fund may be held to any personal liability, nor may any resort be had to their private property for the satisfaction of any obligation or claim or otherwise in connection with the affairs of the Fund but the Fund property only shall be liable.

Amended and Restated March 1, 2007.

3

APPENDIX A

Phoenix Insight Money Market Fund

4

EXHIBIT (m)(5)

PHOENIX INSIGHT FUNDS TRUST
(the "Fund")

I SHARES
AMENDED AND RESTATED SHAREHOLDER SERVICES PLAN
NOT PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940


PHOENIX INSIGHT FUNDS TRUST
(the "Fund")

I SHARES
AMENDED AND RESTATED SHAREHOLDER SERVICES PLAN
NOT PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940

1. Introduction

The Fund, on behalf of its series listed in Appendix A, as may be amended from time to time, and Phoenix Equity Planning Corporation (the "Distributor"), a broker-dealer registered under the Securities Exchange Act of 1934, have entered into a Distribution Agreement pursuant to which the Distributor acts as principal underwriter of each class of shares of the Fund for sale to the permissible purchasers. The Trustees of the Fund have determined to adopt this amended and restated service plan with respect to I shares (the "Plan").

2. Service Fees

The Fund shall pay the Distributor, at the end of each month, an amount on an annual basis equal to 0.25% of the average daily value of the net assets of the Fund's I shares, as compensation for providing personal services to shareholders. Shareholder services include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering shareholder inquiries including correspondence; assisting shareholders in completing forms and selecting dividend and other account options and providing such other information and services as the Distributor or Fund may reasonably request.

3. Reports

At least quarterly in each year this Plan remains in effect, the Fund's Principal Accounting Officer or Treasurer, or such other person authorized to direct the disposition of monies paid or payable by the Fund, shall prepare and furnish to the Trustees of the Fund for their review, and the Trustees shall review, a written report regarding the amounts expended under this Plan and the purposes for which such expenditures were made.

4. Required Approval

This Plan shall not take effect until it, together with any related agreement, has been approved by a vote of at least a majority of the Fund's Trustees as well as a vote of at least a majority of the Trustees of the Fund who are not interested persons (as defined in the Act) of the Fund and who have no direct or indirect financial interest in the operation of this Plan or in any

1

related agreement (the "Disinterested Trustees"), cast in person at a meeting called for the purpose of voting on this Plan.

5. Term

This Plan shall remain in effect for one year from the date of its adoption and may be continued thereafter if specifically approved at least annually by a vote of at least a majority of the Trustees of the Fund as well as a majority of the Disinterested Trustees. This Plan may be amended at any time, provided that all material amendments to this Plan must be approved by a majority vote of the Trustees of the Fund and of the Disinterested Trustees cast in person at a meeting called for the purpose of such vote.

6. Selection of Disinterested Trustees

While this Plan is in effect, the selection and nomination of Trustees who are not interested persons (as defined in the Act) of the Fund shall be committed to the discretion of the Disinterested Trustees then in office.

7. Related Agreements

Any related agreement shall be in writing and shall provide that (a) such agreement shall be subject to termination, without penalty, by a vote of a majority of the Disinterested Trustees or by vote of a majority of the outstanding voting securities (as defined in the Act) of the I shares of the Fund on not more than 60 days' written notice to the other party to the agreement and (b) such agreement shall terminate automatically in the event of its assignment.

8. Termination

This Plan may be terminated at any time by a vote of a majority of the Disinterested Trustees or by a vote of a majority of the outstanding voting securities (as defined in the Act) of the I shares of the Fund. In the event this Plan is terminated or otherwise discontinued, no further payments hereunder will be made hereunder.

9. Records

The Fund shall preserve copies of this Plan and any related agreements and all reports made pursuant to Paragraph 3 hereof, and any other information, estimates, projections and other materials that serve as a basis therefor, considered by the Trustees of the Fund, for a period of not less than six years from the date of this Plan, the agreement or report, as the case may be, the first two years in an easily accessible place.

10. Non-Recourse

A copy of the Fund's Declaration of Trust (the "Declaration of Trust") is on file in the office of the Secretary of the Commonwealth of Massachusetts. The Declaration of Trust refers to the

2

Trustees collectively as Trustees, but not as individuals or personally, and no Trustee, shareholder, officer, employee or agent of the Fund may be held to any personal liability, nor may any resort be had to their private property for the satisfaction of any obligation or claim or otherwise in connection with the affairs of the Fund but the Fund property only shall be liable.

Amended and Restated March 1, 2007.

3

APPENDIX A

Phoenix Insight Balanced Fund
Phoenix Insight Bond Fund
Phoenix Insight Core Equity Fund
Phoenix Insight Emerging Markets Fund
Phoenix Insight Equity Fund
Phoenix Insight Government Money Market Fund Phoenix Insight High Yield Bond Fund
Phoenix Insight Index Fund
Phoenix Insight Intermediate Government Bond Fund Phoenix Insight Intermediate Tax-Exempt Bond Fund Phoenix Insight International Fund
Phoenix Insight Money Market Fund
Phoenix Insight Small-Cap Growth Fund
Phoenix Insight Small-Cap Opportunity Fund Phoenix Insight Small-Cap Value Fund
Phoenix Insight Tax-Exempt Bond Fund
Phoenix Insight Tax-Exempt Money Market Fund

4

Exhibit n

PHOENIX FUNDS

2006 AMENDED AND RESTATED
PLAN PURSUANT TO RULE 18F-3
UNDER THE
INVESTMENT COMPANY ACT OF 1940


PHOENIX FUNDS

2006 AMENDED AND RESTATED
PLAN PURSUANT TO RULE 18F-3
UNDER THE
INVESTMENT COMPANY ACT OF 1940

INTRODUCTION

The Purpose of this Plan is to specify the attributes of the classes of shares offered by the Phoenix Family of Funds including the expense allocations, conversion features and exchange features of each class, as required by Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940 Act"). The Phoenix Funds are comprised of several trusts (each a "Trust" or "Trusts") which in turn are comprised of a number of funds (each a "Fund" or "Funds") offering various classes of shares, all of which are listed on the attached Schedule A. In general, shares of each class will have the same rights and obligations except for one or more expense variables (which will result in different yields, dividends and, in the case of the Trusts' non-money market portfolios, net asset values for the different classes), certain related voting and other rights, exchange privileges, conversion rights and class designation.

GENERAL FEATURES OF THE CLASSES

Shares of each class of a Fund of the Trusts shall represent an equal pro rata interest in such Fund and, generally, shall have identical voting, dividend, liquidation and other rights, preferences, powers, restrictions, limitations, qualifications, designations and terms and conditions, except that:
(a) each class shall have a different designation; (b) each class shall bear any class expenses: (c) each class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement and each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class; and (d) each class may have different exchange and/or conversion features.

ALLOCATION OF INCOME AND EXPENSES

i. General.

The gross income, realized and unrealized capital gains and losses and expenses (other than Class Expenses, as defined below) of each Fund shall be allocated to each class on the basis of its net asset value relative to the net asset value of the Fund.

ii. Class Expenses.

Expenses attributable to a particular class ("Class Expenses") shall be limited to Rule 12b-1 and shareholder servicing fees and such other expenses as designated by the Fund's


Treasurer, subject to Board approval or ratification. Class Expenses shall be allocated to the class for which they are incurred.

In the event that a particular class expense is no longer reasonably allocable by class or to a particular class, it shall be treated as a Fund expense and in the event a Fund expense becomes allocable as a Class Expense, it shall be so allocated, subject to compliance with Rule 18f-3 and Board approval or ratification.

The initial determination of expenses that will be allocated as Class Expenses and any subsequent changes thereto as set forth in this Plan shall be reviewed by the Board of Trustees and approved by such Board and by a majority of the Trustees who are not "interested persons" of the Fund, as defined in the 1940 Act ("Independent Trustees").

DESIGNATION OF THE CLASSES AND SPECIFIC FEATURES

The types of classes of each of the Funds that are money market portfolios operating pursuant to Rule 2a-7 under the 1940 Act ("Money Market Funds") are: "A Shares" and "Institutional Shares", and, in the case of the Phoenix Insight Money Market Fund, "Exchange Shares". Types of classes of each of the other Funds include: "A Shares", "B Shares", "C Shares", "T Shares", "X Shares", "Y Shares" and "Institutional Shares." To the extent that more than one class is offered by a Fund, each class of such Fund has a different arrangement for shareholder services or distribution or both, as follows:

A SHARES

A Shares are offered at net asset value plus an initial sales charge as set forth in the then current prospectuses of a Fund, except for the Money Market Funds which are offered at net asset value. The initial sales charge may be waived or reduced on certain types of purchases as set forth in the Fund's then current prospectus. In certain cases, A Shares, other than the Money Market Funds, are also offered subject to a contingent deferred sales charge (subject to certain reductions or eliminations of the sales charge as described in the applicable prospectus).

A Shares of a Fund pay Phoenix Equity Planning Corporation (the "Distributor") Rule 12b-1 fees of up to 0.25%, (annualized) of the average daily net assets of the Fund's A Shares, with the exception of Phoenix Money Market Fund which pays no 12b-1 fee and the Phoenix Insight Government Money Market Fund, Phoenix Insight Money Market Fund and Phoenix Insight Tax-Exempt Money Market Fund ("Insight Money Market Funds"), each of which pays fees of up to 0.10% under a Rule 12b-1 plan and fees of up to 0.25% under a shareholder servicing plan not adopted under Rule 12b-1. In addition, the Phoenix Market Neutral Fund is authorized to pay an additional 12b-1 fee of 0.05% per annum of the average daily net asset value of A Shares. These fees are used primarily for shareholder servicing activities such as processing purchase, exchange and redemption requests from customers placing orders with the transfer agent; processing dividend and distribution payments from the Funds on behalf of customers; providing information periodically to customers showing their positions in shares; providing sub-accounting with respect to shares beneficially owned by customers or the information necessary for sub-accounting; responding to inquiries from customers concerning


their investment in shares; arranging for bank wires and providing such other similar services as may reasonably be requested ("Shareholder Servicing Activities"). A Shares do not have a conversion feature.

B SHARES

B Shares of a Fund are offered at net asset value without the imposition of any sales charge. B Shares are also offered subject to a contingent deferred sales charge. B Shares of a Fund pay the Distributor fees of 0.25% (annualized) of the average daily net assets of the Fund's B Shares for Shareholder Servicing Activities and a distribution fee of up to 0.75% (annualized) of the average daily net assets of the Fund's B Shares pursuant to a Rule 12b-1 plan (0.50% for Phoenix Multi-Sector Short Term Bond Fund) for distribution related services. Distribution related services include compensation, sales incentives and payments to sales, marketing and service personnel, payment of expenses incurred for advertising and marketing the Funds and the cost of printing Fund prospectuses and Statements of Additional Information for distribution to potential investors ("Distribution Services"). B Shares will automatically convert to A Shares of a portfolio, without a sales charge, at the relative net asset values of each of such classes, not later than eight years (seven years for Phoenix Market Neutral Fund) from the acquisition of the B Shares. The conversion of B Shares to A Shares is subject to the continuing availability of an opinion of counsel or a ruling from the Internal Revenue Service to the effect that the conversion of shares does not constitute a taxable event under Federal income tax law.

C SHARES

C Shares of a Fund are offered at net asset value without the imposition of any sales charge. C Shares are also offered subject to a contingent deferred sales charge. C Shares of a Fund pay the Distributor fees of 0.25% (annualized) of the average daily net assets of the Fund's C Shares for Shareholder Servicing Activities and a distribution fee of up to 0.75% (annualized) of the average daily net assets of the Fund's C Shares pursuant to a Rule 12b-1 plan (0.25% for Phoenix Multi-Sector Short Term Bond Fund) for Distribution Services. C Shares do not have a conversion feature.

T SHARES

T Shares of a Fund are offered at net asset value without the imposition of a sales charge. T Shares are also offered subject to a contingent deferred sales charge. T Shares of a Fund pay the Distributor fees of 0.25% (annualized) of the average daily net assets of the Fund's T Shares for Shareholder Servicing Activities and a distribution fee of up to 0.75% (annualized) of the average daily net assets of the Fund's T Shares pursuant to a Rule 12b-1 plan for Distribution Services. T Shares do not have a conversion feature.

X SHARES

X Shares of a Fund are offered at net asset value without the imposition of any sales charge, Rule 12b-1 or shareholder servicing fees. X Shares do not have a conversion feature.


Y SHARES

Y Shares of a Fund are offered at net asset value without the imposition of a sales charge. Y Shares of a Fund pay the Distributor a fee of up to 0.25% (annualized) of the average daily net assets of the Fund's Y Shares pursuant to a 12b-1 plan for Shareholder Servicing Activities. Y Shares do not have a conversion feature.

EXCHANGE SHARES

Exchange Shares of the Phoenix Insight Money Market Fund are offered at net asset value without the imposition of any sales charge.

Exchange Shares of the Phoenix Insight Money Market Fund pay the Distributor a fee of up to 0.10% (annualized) of the average daily net assets of the Fund's Exchange Shares pursuant to a shareholder servicing plan for Shareholder Servicing Activities. Exchange Shares do not have a conversion feature.

INSTITUTIONAL SHARES

Institutional Shares of a Fund are offered at net asset value without the imposition of any sales charge.

Institutional Shares of the Funds pay the Distributor a fee of up to 0.25% (annualized) of the average daily net assets of the Funds' Institutional Shares pursuant to a shareholder servicing plan for Shareholder Servicing Activities. Institutional Shares do not have a conversion feature.

VOTING RIGHTS

Each class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement. Each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interest of any other class.

EXCHANGE PRIVILEGES

Shareholders of a class may exchange their shares for shares of another Fund in accordance with Section 11(a) of the 1940 Act, the rules thereunder and the requirements of the applicable prospectuses as follows: Each class of shares of a Fund may be exchanged for the corresponding class of shares of another Fund except for Exchange Shares of the Phoenix Insight Money Market Fund which have no exchange privileges. Shareholders of Class T of Phoenix Multi-Sector Short Term Bond Fund may exchange shares of such class for Class C shares in any other affiliated Phoenix Fund for which exchange privileges are available, at the relative net asset values of the respective shares to be exchanged and with no sales charge, provided the shares to be acquired in the exchange are, as may be necessary, qualified for sale in the shareholder's state of residence and subject to the applicable requirements, if any as to minimum amount.


BOARD REVIEW

The Board of Trustees shall review this Plan as frequently as they deem necessary. Prior to any material amendments(s) to this Plan, the Trust's Board including a majority of the Board Members who are not interested (including any proposed amendments to the method of allocating class and/or Fund expenses), must find that the Plan is in the best interest of each class of shares of the Trust individually and the Trust as a whole. In considering whether to approve any proposed amendment(s) to the Plan, the Board of Trustees of the Trust shall request and evaluate such information as they consider reasonably necessary to evaluate the proposed amendment(s) to the Plan.

Approved: August 23, 2006.


SCHEDULE A
(as of August 23, 2006)

                                                        Class   Class   Class   Class   Class   Class   Class   Class
                                                        -----   -----   -----   -----   -----   -----   -----   -----
                                                          A       B       C       E       I       T       X       Y
                                                          -       -       -       -       -       -       -       -
Phoenix Adviser Trust
   Phoenix Focused Value Fund                             X               X
   Phoenix Foreign Opportunities Fund                     X               X                               X

Phoenix Asset Trust
   Phoenix CA Intermediate Tax-Free Bond                                                                  X
     Fund
   Phoenix Rising Dividends Fund                          X       X       X                               X
   Phoenix Small-Mid Cap Fund                             X       X       X                               X

Phoenix CA Tax-Exempt Bond Fund                           X       X

Phoenix Equity Series Fund
   Phoenix Growth & Income Fund                           X       X       X

Phoenix Equity Trust
   Phoenix Mid-Cap Value Fund                             X               X
   Phoenix Pathfinder Fund                                X               X
   Phoenix Relative Value Fund                            X               X
   Phoenix Total Value Fund                               X               X
   Phoenix Worldwide Strategies Fund                      X       X       X

Phoenix Insight Funds Trust
   Phoenix Insight Balanced Fund                          X               X               X
   Phoenix Insight Bond Fund                              X               X               X
   Phoenix Insight Core Equity Fund                       X               X               X
   Phoenix Insight Emerging Markets Fund                  X               X               X
   Phoenix Insight Equity Fund                            X               X               X
   Phoenix Insight Government Money Market                X                               X
     Fund
   Phoenix Insight High Yield Bond Fund                   X               X               X
   Phoenix Insight Index Fund                             X                               X
   Phoenix Insight Intermediate Government                X                               X
     Bond Fund
   Phoenix Insight Intermediate Tax-Exempt                X               X               X
     Bond Fund
   Phoenix Insight International Fund                     X               X               X
   Phoenix Insight Money Market Fund                      X                       X       X
   Phoenix Insight Short/Intermediate Bond                X               X               X
     Fund
   Phoenix Insight Small-Cap Growth Fund                  X               X               X
   Phoenix Insight Small-Cap Opportunity Fund             X               X               X
   Phoenix Insight Small-Cap Value Fund                   X               X               X
   Phoenix Insight Tax-Exempt Bond Fund                   X               X               X
   Phoenix Insight Tax-Exempt Money Market                X                               X
     Fund

Phoenix Institutional Mutual Funds
   Phoenix Institutional Bond Fund                                                                        X       X
   Phoenix Low-Duration Core Plus Bond Fund                                                               X       X

                                                        Class   Class   Class   Class   Class   Class   Class   Class
                                                        -----   -----   -----   -----   -----   -----   -----   -----
                                                          A       B       C       E       I       T       X       Y
                                                          -       -       -       -       -       -       -       -
Phoenix Investment Series Fund
   Phoenix Global Utilities Fund                          X               X
   Phoenix Income & Growth Fund                           X       X       X

Phoenix Investment Trust 06
   Phoenix All-Cap Growth Fund                            X       X       X
   Phoenix Nifty Fifty Fund                               X       X       X
   Phoenix Small-Cap Growth Fund                          X       X       X

Phoenix Investment Trust 97
   Phoenix Quality Small-Cap Fund                         X               X                               X
   Phoenix Small-Cap Sustainable Growth Fund              X               X                               X
   Phoenix Small-Cap Value Fund                           X       X       X
   Phoenix Value Equity Fund                              X       X       X

Phoenix Multi-Portfolio Fund
   Phoenix Emerging Markets Bond Fund                     X       X       X
   Phoenix International Strategies Fund                  X       X       X
   Phoenix Real Estate Securities Fund                    X       X       X
   Phoenix Tax-Exempt Bond Fund                           X       X

Phoenix Multi-Series Trust
   Phoenix High Yield Securities Fund                     X               X
   Phoenix Multi-Sector Fixed Income Fund                 X       X       X
   Phoenix Multi-Sector Short Term Bond                   X       X       X                       X
     Fund

Phoenix Opportunities Trust
   Phoenix Bond Fund                                      X       X       X                               X
   Phoenix Earnings Driven Growth Fund                    X       X       X                               X
   Phoenix Growth Opportunities Fund                      X               X

Phoenix PHOLIOs(SM)
   Phoenix Conservative Income PHOLIO                     X               X
   Phoenix Diversifier PHOLIO                             X               X
   Phoenix International PHOLIO                           X               X
   Phoenix Wealth Accumulator PHOLIO                      X               X
   Phoenix Wealth Builder PHOLIO                          X               X
   Phoenix Wealth Guardian PHOLIO                         X               X
   Phoenix Wealth Preserver PHOLIO                        X               X

Phoenix Portfolios
   Phoenix Market Neutral Fund                            X       X       X

Phoenix Series Fund
   Phoenix Balanced Fund                                  X       X       X
   Phoenix Capital Growth Fund                            X       X
   Phoenix Core Bond Fund                                 X       X       X
   Phoenix High Yield Fund                                X       X       X
   Phoenix Mid-Cap Growth Fund                            X       X       X
   Phoenix Money Market Fund                              X

                                                        Class   Class   Class   Class   Class   Class   Class   Class
                                                        -----   -----   -----   -----   -----   -----   -----   -----
                                                          A       B       C       E       I       T       X       Y
                                                          -       -       -       -       -       -       -       -
Phoenix Strategic Equity Series Fund
   Phoenix Dynamic Growth Fund                            X               X
   Phoenix Fundamental Growth Fund                        X               X
   Phoenix Large-Cap Growth Fund                          X       X       X                               X
   Phoenix Strategic Growth Fund                          X       X       X


EXHIBIT (p)(3)

HARRIS N.A.

THE HARRIS BANK N.A.

HARRIS INVESTMENT MANAGEMENT, INC.

HIM MONEGY, INC.

STANDARDS OF BUSINESS CONDUCT AND
CODE OF ETHICS FOR INVESTMENT AND
MUTUAL FUND PERSONNEL

AS RESTATED AND ADOPTED EFFECTIVE JULY 11, 2005

AS AMENDED EFFECTIVE JANUARY 3 , 2007


HARRIS N.A.

THE HARRIS BANK N.A.

HARRIS INVESTMENT MANAGEMENT, INC.

HIM MONEGY, INC.

STANDARDS OF BUSINESS CONDUCT AND
CODE OF ETHICS FOR INVESTMENT AND
MUTUAL FUND PERSONNEL

AS RESTATED AND ADOPTED EFFECTIVE JULY 11, 2005

AS AMENDED EFFECTIVE JANUARY 3 , 2007

1

TABLE OF CONTENTS

SECTION PAGE

I. STANDARDS OF BUSINESS CONDUCT
A. IN GENERAL
B. FRAUDULENT CONDUCT
C. USE OF CONFIDENTIAL INFORMATION
D. ACTING ON INSIDE INFORMATION
1. PROHIBITION
2. DEFINITIONS
II. DEFINITIONS
A. ADVISORY PERSON
B. AUTOMATIC INVESTMENT PLAN
C. BENEFICIAL OWNERSHIP
D. CLIENT
E. COMPLIANCE COMMITTEE
F. COVERED PERSON
G. COVERED SECURITY
H. DESIGNATED REPORTING PERSON
I. FEDERAL SECURITIES LAWS
J. FUNDS
K. IMMEDIATE FAMILY MEMBER
L. INITIAL PUBLIC OFFERING OR IPO
M. LIMITED OFFERING
N. PERSONAL SECURITIES TRANSACTIONS
O. PORTFOLIO PERSON
P. SUPERVISED PERSON
Q. WORKING LIST SECURITIES
III. PERSONAL TRADING AND RESTRICTIONS ON ACTIVITIES
A. LOCATION OF ACCOUNTS FOR PERSONAL SECURITIES TRANSACTIONS
B. PRE-CLEARANCE
1. "COVERED SECURITIES" FOR PORTFOLIO PERSONS AND FOR OTHER COVERED PERSONS
2. PRE-CLEARANCE
3. RESCISSION OF APPROVAL
4. WRITTEN APPROVAL
5. EXPIRATION OF APPROVAL
6. OBLIGATION TO REPORT NON-EXECUTION
7. PERSONAL SECURITIES TRANSACTIONS OF A DESIGNATED REPORTING PERSON
C. BLACKOUT PERIODS
1. FOR ACTIVE SECURITIES
2. DURING REOPTIMIZATIONS
3. UPON ANALYST UPDATES
D. INTERESTED TRANSACTIONS

2

E. SPECIAL PRE-CLEARANCE PROCEDURES FOR INITIAL PUBLIC OFFERINGS
F. SPECIAL PRE-CLEARANCE PROCEDURES FOR LIMITED OFFERINGS
G. SHORT-TERM TRADING PROFITS
H. GIFTS & BUSINESS ENTERTAINMENT
1. GIFTS
2. ENTERTAINMENT
3. AGGREGATION OF TIME PERIOD AND ENTITIES
I. SERVICE AS A DIRECTOR
IV. EXEMPT TRANSACTIONS
V. REPORTING REQUIREMENTS
A. DISCLOSURE OF PERSONAL HOLDINGS, TRANSACTIONS, AND ACCOUNTS
B. EXCEPTIONS FROM REPORTING REQUIREMENTS
VI. DELIVERY OF CODE AND CERTIFICATION OF COMPLIANCE
VII. REPORTS TO AND REVIEW BY FUNDS' BOARD
VIII. REVIEW PROCEDURES
IX. SANCTIONS
X. RECORDKEEPING
XI. CONFIDENTIALITY
XII. WHISTLEBLOWING
XIII. OTHER LAWS, RULE AND STATEMENTS OF POLICY
XIV. REQUESTING ADDITIONAL INFORMATION

ATTACHMENT A
ATTACHMENT B
ATTACHMENT C-1
ATTACHMENT C-2
ATTACHMENT D

3

STANDARDS OF BUSINESS CONDUCT
AND
CODE OF ETHICS
FOR
INVESTMENT AND MUTUAL FUND PERSONNEL ("CODE")

INTRODUCTION

This Code establishes standards for both business conduct and personal investments by Covered Persons(1) of (i) Harris N.A. and The Harris Bank N.A. (collectively, "Bank"), (ii) HIM Monegy, Inc. ("Monegy"), and (iii) Harris Investment Management, Inc. ("HIM") -- (together and, as the context may imply, individually "Harris").(2)

Each Covered Person is to read, understand, and follow this Code and is to certify as to having done so. See Attachment D containing the certification.(3)

NOTE: Any breach of this Code may result in disciplinary action against the offending employee and may constitute a violation of law. See Section IX. Sanctions.

I. STANDARDS OF BUSINESS CONDUCT

A. IN GENERAL. Covered Persons must:

1. conduct themselves on Harris' behalf in the manner required of fiduciaries;

-------------------------
(1)    The meanings attributed to capitalized terms are, unless otherwise noted,
found in Section II.

(2)    This Code is adopted in order to comply with Rule 17j-1 under the
Investment Company Act of 1940, as amended, ("1940 Act"), and Rule 204A-1 under
the Investment Advisers Act of 1940, as amended ("Advisers Act").

(3)    Although not a part of this Code, other policies and directives of BMO
Financial Group and Harris Financial Corporation impose duties on employees. Cf.
Bank of Montreal's First Principles and Code of Business Conduct and the Harris
Financial Corporate Policy Manual:
http://intraweb.harrisbank.com/intranet/directives/policies/Corporate_Policy/index.htm
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2. conduct all Personal Securities Transactions consistent with this Code and as to avoid any actual or potential conflict of interest or abuse of trust;

3. not take inappropriate advantage of their positions;

4. comply with Federal Securities Laws; and

5. promptly report any violations of the Code in the manner described herein.

B. FRAUDULENT CONDUCT. In accordance with Federal Securities Laws, Covered Persons shall not (directly or indirectly) in connection with securities-related and advisory-related activities:

1. employ any device, scheme, or artifice to defraud;

2. make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or

3. engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.

C. USE OF CONFIDENTIAL INFORMATION

1. "Confidential information" means information not publicly available and includes, but is not limited to:

o the composition of Client portfolios;
o Clients' financial information;
o corporate financial activity;
o lists of Clients;
o Working List Securities;
o investment models, methods, processes, and formulae; and

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o and other proprietary information such as certain records, procedures, systems, pending research recommendations, and software.

2. Covered Persons must not:(4)

(a) disclose, directly or indirectly, any confidential information to anyone other than to the Client, to authorized persons of Harris, to authorized agents so that they may discharge their professional duties, and to other persons as the Client authorizes; or

(b) use, directly or indirectly, any confidential information for their personal benefit, e.g., front-running Client transactions.

D. ACTING ON INSIDE INFORMATION

1. PROHIBITION. Covered Persons must not trade -- or facilitate trades -- based on "inside information" in ANY capacity, whether for the account of a Client, of another person, or in which the Covered Person holds Beneficial Ownership.

2. DEFINITIONS. "Insider trading" is generally understood as the purchase or sale of securities while in possession of "inside information,"
i.e., material, non-public information (information not available to the general public but important in making a decision to buy or sell a security). "Insider trading" includes making such information available ("tipping"), directly or indirectly, to others who may trade based on that information.

When in doubt about the coverage of this prohibition, seek the advice of a Designated Reporting Person.


(4) These requirements are not applicable when such information is legally required to be disclosed, e.g., when duly requested by regulatory authorities or a court.

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II. DEFINITIONS

A. ADVISORY PERSON

1. "Advisory Person" means

a. any Supervised Person or any director (or other person occupying a similar status or performing similar functions), officer, or employee of the Bank,(5) Monegy, or HIM (or of any company in a control relationship to the Bank, Monegy, or HIM), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding purchases or sales of Covered Securities for Clients, or the portfolio holdings of any Client, or whose functions relate to the making of any recommendations with respect to such purchases and sales; and

b. any natural person in a control relationship to the Bank, Monegy, or HIM who obtains information concerning recommendations made to the Clients or to any accounts of Clients of the Private Bank division of the Bank, Monegy, or HIM with regard to the purchase or sale of Covered Securities.

2. "Advisory Person" does NOT include a person who normally assists in the preparation of public reports or who receives public reports but who, in either case, receives no information about current recommendations or trading concerning Covered Securities for Client accounts

3. A list of all Advisory Persons as of the date of adoption of this Code is attached as Attachment B, which attachment will be updated at least annually by the Bank, Monegy and HIM.

B. AUTOMATIC INVESTMENT PLAN


(5) The Bank may be an Advisory Person of the Funds by virtue of its control relationship to HIM, the investment adviser, as "control" is defined in Section 2(a)(9) of the 1940 Act. Cf. Rule 17j-1(a)2)(i). If any employee of an affiliate of the Bank, HIM, or Monegy performs duties of Advisory Persons, that employee shall be subject to this Code.

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"Automatic Investment Plan" means a program, including a dividend reinvestment plan, in which regular periodic investments or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation.

C. BENEFICIAL OWNERSHIP

1. "Beneficial Ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a)(2) thereunder, except that the determination of Beneficial Ownership shall apply to all securities that a Covered Person owns or acquires.

2. PRESUMPTION OF BENEFICIAL OWNERSHIP. A Covered Person should assume Beneficial Ownership of securities held by an Immediate Family Member or held by other persons by reason of any contract, arrangement, understanding, or relationship that provides the Covered Person with direct or indirect pecuniary interest in the equity securities.

3. The presumption of Beneficial Ownership of securities held by an Immediate Family Member may be rebutted by evidence that the Compliance Committee, in its discretion, finds sufficient.

D. CLIENT

"Client" means anyone for whom investment management or advice is provided by Harris, and it includes the Funds and, unless the context requires otherwise, prospective clients.

E. COMPLIANCE COMMITTEE

"Compliance Committee" comprises all Designated Reporting Persons, an executive vice president or a senior vice president of the Bank, a designee of the Bank's general counsel, and an officer of HIM. Other than those serving ex officio, the members of the Compliance Committee shall be appointed

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annually by the Harris Financial Fiduciary and Investment-Related Activities Risk Management Committee.

F. COVERED PERSON

1. "Covered Person" means:

a. with respect to Monegy or HIM, any Advisory Person, director, officer, or partner;

b. with respect to the Bank, any Advisory Person.

2. A list of all Covered Persons as of the date of adoption of this Code is attached as Attachments C-1 and C-2, to be updated at least annually by the Bank, Monegy, and HIM.

G. COVERED SECURITY

1. "Covered Security" has the same meaning of "security" under Section 2(a)(36) of the 1940 Act, as amended and interpreted from time to time. The "PURCHASE OR SALE OF A COVERED SECURITY" includes, among other things, the buying or writing of an option to purchase or sell a Covered Security.

2. For purposes of Section V. (Reporting) ONLY, "Covered Security" includes shares of exchange-traded funds (or "ETFs"); ETF's are NOT considered "Covered Securities" for purposes of the pre-trade clearance or blackout provisions in this code.

3. Except as otherwise noted in this code, "Covered Security" includes shares of the Funds.

4. "Covered Securities" does NOT include the following instruments, transactions in which are not subject to the pre-clearance, blackout, or reporting provisions of this Code:

o direct obligations of the United States;

o bankers' acceptances;

o bank certificates of deposit;

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o high-quality, short-term debt instruments, including repurchase agreements;

o commercial paper;

o shares of the Phoenix Insight Money Market Fund, Phoenix Insight Government Money Market Fund, and Phoenix Insight Tax Exempt Money Market Fund;

o shares of registered open-end investment companies; and

o shares of unit investment trusts that invest exclusively in one or more open-end investment companies (OTHER THAN the Funds).

4. As circumstances warrant for the equitable administration of this Code, the Compliance Committee may construe the definition of Covered Security, on a case-by-case basis as matters are presented to it, to take into account the exemptions and exclusions from the definition of "security" adopted by the Securities and Exchange Commission under the Federal Securities Laws.

H. DESIGNATED REPORTING PERSON

1. "Designated Reporting Person" means each of the chief compliance officers of the Bank, Monegy, and HIM, and his or her designee.

2. Except as provided herein, the "APPROPRIATE DESIGNATED REPORTING PERSON" means a Designated Reporting Person (and his or her designee) responsible for the Harris entity for which the Covered or Advisory Person primarily performs duties.

I. FEDERAL SECURITIES LAWS

"Federal Securities Laws" means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of

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these statutes, the Bank Secrecy Act as it applies to registered investment companies and investment advisers, and any applicable rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

J. FUNDS

"Funds" means any investment companies for which HIM or any of its affiliates serve as either investment adviser (as defined in
Section 2(a)(20) of the 1940 Act) or principal underwriter.

K. IMMEDIATE FAMILY MEMBER

"Immediate Family Member" means, with respect to a person, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, brother-in-law, sister-in-law (including these relationships by virtue of adoption) sharing that person's household.

L. INITIAL PUBLIC OFFERING OR IPO

"Initial Public Offering" or "IPO" means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

M. LIMITED OFFERING

"Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) of that Act or pursuant to rule 504, rule 505, or rule 506 under the Securities Act of 1933.

N. PERSONAL SECURITIES TRANSACTIONS

"Personal Securities Transactions" mean transactions in Covered Securities (unless defined more restrictively to exclude, for example, shares of the Funds) in which a person has (at the

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time of sale or redemption) or acquires (upon purchase) Beneficial Ownership.

O. PORTFOLIO PERSON

"Portfolio Person" means any Covered Person who, in connection with his or her regular functions or duties, has access to specific information (e.g., as to timing and issuer) regarding the purchase or sale of securities by the Funds.

P. SUPERVISED PERSON

"Supervised Person" means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of Monegy or HIM, and any other person who provides investment advice on behalf of Monegy or HIM and who is subject to the supervision and control of either of these investment advisers.

Q. WORKING LIST SECURITIES

"Working List Securities" means securities on Harris' then-current research databases, which, as a result of analysis, are designated for purchase, sale, holding, or watching.

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III. PERSONAL TRADING AND RESTRICTIONS ON ACTIVITIES

A. LOCATION OF ACCOUNTS FOR PERSONAL SECURITIES TRANSACTIONS

1. All Personal Securities Transactions of Covered Persons must be conducted through accounts that have been identified in writing to the appropriate Designated Reporting Person. Each such account must be set up to deliver duplicate copies of all confirmations and account statements to that Designated Reporting Person. No exceptions will be made to this provision.

2. Except with respect to shares of the Funds held in an employee benefit plan, Personal Securities Transactions in

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shares of the Funds may be placed only through an account that has been identified to and approved by a Designated Reporting Person or an account with the transfer agent for the Funds.

B. PRE-CLEARANCE

1. "COVERED SECURITIES" FOR PORTFOLIO PERSONS AND FOR OTHER COVERED PERSONS. Personal Securities Transactions must be pre-cleared. If involving a Portfolio Person, pre-clearance applies to any Covered Security including shares of the Funds. (See exception below for transactions in employee benefit plans.) For all other Covered Persons, pre-clearance is not required for shares of the Funds.

2. PRE-CLEARANCE. Personal Securities Transaction must:
a. be approved in advance by the appropriate Designated Reporting Person; and

b. completed no later than the close of regular trading on the New York Stock Exchange on the trading day after the approval is received.

3. RESCISSION OF APPROVAL. The appropriate Designated Reporting Person may rescind approval if he or she communicates the rescission to the Covered Person with sufficient time to cancel execution.

4. WRITTEN APPROVAL. The appropriate Designated Reporting Person will provide the approval in writing to the Covered Person to memorialize oral authorization granted.

5. EXPIRATION OF APPROVAL. Pre-clearance approval expires at the close of regular trading on the New York Stock Exchange on the trading day after the date on which approval is received. If the approval expires, he or she must obtain another pre-clearance approval any subsequent transaction.

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6. OBLIGATION TO REPORT NON-EXECUTION. If a Personal Securities Transaction has received pre-clearance approval but has not been executed prior to the expiration of the pre-clearance approval period, the Covered or Portfolio Person who requested pre-clearance shall report the non-execution to the Designated Reporting Person who granted the approval no later than the close of business on the trading day after the approval expired.

7. PERSONAL SECURITIES TRANSACTIONS OF A DESIGNATED
REPORTING PERSON. Personal Securities Transactions by a Designated Reporting Person who is also a Covered Person may not be executed without pre-clearance approval from another Designated Reporting Person, provided the latter has no reporting relationship to the former.

C. BLACKOUT PERIODS

1. FOR ACTIVE SECURITIES. Except with respect to shares of the Funds, no Covered Person shall knowingly effect a Personal Securities Transaction:

a. on a day during which a Client account has a pending "buy" or "sell" order in that same Covered Security, until that order is executed or withdrawn; or

b. when the same security is being actively considered by the investment adviser or investment sub-adviser for purchase or sale for any Client account. A purchase or sale of a security is being "actively considered" when a recommendation to purchase or sell has been made for a Client account and is pending.

2. DURING REOPTIMIZATIONS. Except with respect to shares of the Funds, no Advisory Person shall effect a Personal Securities Transaction when he or she knows or has reason to know that such Covered Security is under consideration for purchase or sale in a Client account:

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a. from the time of dissemination of the output of any Harris investment model until the time of publication of the final list of pending transactions based upon the investment model; and

b. from the time of publication of the final list of pending transactions based upon the Harris investment model until seven calendar days after a Client account has completed its transactions in that security.

3. UPON ANALYST UPDATES. No Covered Person acting in the role of an analyst, and with regard to ANY Covered Security that Covered Person follows, shall, without the approval of the appropriate Designated Reporting Person, purchase or sell that security within 30 calendar days before or seven calendar days after that Covered Person issues or publishes an update of any research notes, current comments, ratings changes, etc., concerning that security. Moreover, such Covered Person may not purchase or sell a security in a manner inconsistent with the recommendations in his or her most recent research report.

D. INTERESTED TRANSACTIONS

1. No Advisory Person shall knowingly recommend any securities transactions for the Funds without having disclosed his or her interest, if any, in such securities or the issuer thereof to a Designated Reporting Person, including without limitation:

o Any Beneficial Ownership of any securities of such issuer;

o Any contemplated transaction by such Advisory Person in any securities of such issuer;

o Any official or unofficial position of the Advisory Person or Immediate Family Member of the Advisory Person with such issuer or its affiliates; and

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o Any present or proposed business relationship between such issuer or its affiliates and such Advisory Person or Immediate Family Member of the Advisory Person or any party in which such Advisory Person or Immediate Family Member of the Advisory Person has a significant interest.

2. In accordance with NASD Conduct Rule 2711 and NYSE Rule 472, no Covered Person who is an analyst may purchase or receive pre-IPO securities from a company engaged in the industry that the analyst covers.

E. SPECIAL PRE-CLEARANCE PROCEDURES FOR INITIAL PUBLIC OFFERINGS.

No Covered Person may knowingly acquire securities in an IPO unless:

1. Such transaction otherwise complies with all other provisions of this Code and NASD Rule 2790;

2. The Covered Person has no responsibility for any Client account that is authorized to invest in IPOs;

3. The Covered Person has submitted for review by the appropriate Designated Reporting Person full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Covered Person's activities on behalf of any Client account); and

4. The Designed Reporting Person has (i) concluded (after having reviewed the details supplied by the Covered Person, received the written certification, and consulted with other Harris investment advisory personnel) that no Client accounts have a foreseeable interest in purchasing such securities and (ii) granted approval.

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F. SPECIAL PRE-CLEARANCE PROCEDURES FOR LIMITED OFFERINGS.

No Covered Person shall knowingly acquire any securities in a Limited Offering unless:

1. Such transaction otherwise complies with all other provisions of this Code;

2. The Covered Person has submitted for review by the appropriate Designated Reporting Person full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Covered Person's activities on behalf of any Client account); and

3. The Designed Reporting Person has (i) concluded (after having reviewed the details supplied by the Covered Person, received the written certification, and consulted with other Harris investment advisory personnel) that no Client accounts have a foreseeable interest in purchasing such securities and (ii) granted approval.

G. SHORT-TERM TRADING PROFITS

1. No Covered Person shall knowingly profit from the purchase and sale, or sale and purchase within a 60-day calendar period of the same (or equivalent) Working List Securities of which such Covered Person has Beneficial Ownership. Any profit so realized shall be paid over to a charitable organization of the Compliance Committee's choosing.

2. Notwithstanding the foregoing and provided that at least two Designated Reporting Persons (neither of which report to the other) approve any exception granted pursuant to this section, a Covered Person may be permitted to retain profits that result from a purchase or sale that occurs as a consequence of circumstances not foreseen at the time of the initial sale or purchase transaction, e.g., a "sale" pursuant to a tender offer for securities purchased without knowledge of the impending tender offer within 60 calendar days of the required tender date.

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H. GIFTS & BUSINESS ENTERTAINMENT

1. GIFTS. No Covered Person shall accept or provide a gift worth more than $100 from or to any outside person or entity that does business, or seeks to do business, with the Funds for which the Covered Person performs duties or over which the Covered Person exercises managerial influence.

2. ENTERTAINMENT. No Covered Person shall provide or accept any business entertainment to or from any outside person or entity unless the entertainment is considered to be a customary business practice, is reasonable under the circumstances, and is not so excessive, frequent, lavish, or extravagant as to raise questions of propriety.

Moreover, any such business entertainment shall only be permitted if (a) the Covered Person shall be in attendance; (b) the entertainment is for business purposes; (c) the Covered Person reports the business entertainment to the appropriate Designated Reporting Person when the value exceeds $300; and (d) the Covered Person's travel and lodging related to the business entertainment is paid for by a Harris line of business.

3. AGGREGATION OF TIME PERIOD AND ENTITIES. With respect to gifts, the $100 limit from a single person or to a single person is to be aggregated within any 12-month period. With respect to gifts and business entertainment, affiliates and agents of the outside person or entity shall be considered a single person.

I. SERVICE AS A DIRECTOR

No Covered Person, other than an individual who is a Covered Person solely because such individual is a member of the board of directors of Monegy or HIM, shall serve on the board of directors of any publicly-traded company without prior written authorization from the Compliance Committee based upon a determination that such board service would be consistent with the interests of the Funds and their shareholders.

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IV. EXEMPT TRANSACTIONS

The prohibitions described in Sections III.B. (Pre-Trade Clearance),
III.C. (Blackout Periods), and III.G. (Short-Term Trading Profits) shall not apply to:

A. Securities purchases or sales effected in any account over which the Covered Person has no direct or indirect influence or control;

B. Securities purchases or sales over which neither the Covered Person nor the Funds have control;

C. Transactions that are part of an Automatic Investment Plan;

D. Re-allocations no more than every 90 days by a Portfolio Person among the Funds held in each Harris-sponsored, participant-directed employee benefit plan in which such person participates;

E. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from the issuer, and sales of such rights so acquired;

F. Cumulative purchases or cumulative sales (but not both a purchase and a sale) within a seven-day period of up to 200 shares of securities issued by any company with a market capitalization in excess of $1 billion. (See Section V.A.5. for special reporting provisions);

G. Subject to the advance written approval (which writing shall be retained by the appropriate Designated Reporting Person), purchases or sales which are permissible in the opinion of the appropriate Designated Reporting Person if he or she determines after appropriate inquiry that the transaction is consistent with the fiduciary duty owed to Clients and is not potentially harmful to Clients because: (i) it does not conflict with any known pending or contemplated

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securities transaction for any current Client and (ii) the decision to purchase or sell the security is not the result of information obtained in the course of the subject person's relationship with a Client or Harris; or

H. Transactions in options on a securities index.

V. REPORTING REQUIREMENTS

A. DISCLOSURE OF PERSONAL HOLDINGS, TRANSACTIONS, AND ACCOUNTS

1. INITIAL HOLDINGS REPORTS. No later than 10 business days after becoming a Covered Person, such person shall disclose holdings of Covered Securities in which the Covered Person has Beneficial Ownership to the appropriate Designated Reporting Person in a report containing the following information (which information must be current as of a date no more than 45 calendar days prior to the date the person becomes a Covered Person):

a. The name of the Covered Person;

b. The title and type of security, the ticker symbol or CUSIP number (as applicable), number of shares and principal amount of each security;

c. The name of any broker, dealer, or bank with whom the Covered Person maintains an account; and

d. The date that the report is submitted by the Covered Person.

2. ANNUAL HOLDINGS REPORTS. Each Covered Person shall submit to the appropriate Designated Reporting Person no later than February 1 of each year an annual report of holdings of Covered Securities in which the Covered Person has Beneficial Ownership current as of a date no more than 45

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calendar days before the annual report is submitted, with the following information:

a. The name of the Covered Person;

b. The title and type of security, the ticker symbol or CUSIP number (as applicable), number of shares and principal amount of each security;

c. The name of any broker, dealer, or bank with whom the Covered Person maintains an account; and

d. The date that the report is submitted by the Covered Person.

3. QUARTERLY TRANSACTION REPORTS. Each Covered Person must submit to the appropriate Designated Reporting Person a quarterly transaction report no later than 30 calendar days after the end of any calendar quarter in which occurred all Personal Securities Transactions in a Covered Security and all accounts in which the Covered Person had any Beneficial Ownership (unless the "Exceptions from Reporting Requirements" below apply). The quarterly report must contain the following information:

a. The name of the Covered Person;

b. The date of the transaction, the title and type of security, the tickler symbol or CUSIP member (as applicable), interest rate and maturity date (if applicable), the number of shares, and the principal amount of each security;

c. The nature of the transaction (i.e., purchase, sale, gift, or any other acquisition or disposition);

d. The price at which the transaction was effected;

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e. The name of the broker, dealer or bank with or through which the transaction was effected and, for new accounts, the date the account was established; and

f. The date that the report is submitted by the Covered Person.

4. The Designated Reporting Person shall review the initial and annual holding reports and the quarterly transaction reports and monitor the trading patterns of Covered Persons and, as appropriate, compare the reports with the written pre-clearance authorization provided and with records of transactions for Clients.

5. Any Advisory Person who, at the time of an reoptimization of an investment model used by Harris (i.e., from the time of security selection to execution under the model), has engaged in any transaction in a Covered Security, which transaction is not required to be pre-cleared pursuant to the exclusion provided by
Section IV.E. (exemption for under 200 shares and $1 billion in market capitalization) and has not yet been reported in a quarterly report pursuant to this Section, shall provide a written report of the transaction to the appropriate Designated Reporting Person, disclosing the information required under paragraph A.3. above.

6. Any report submitted pursuant to this Section may contain a statement that the report shall not be construed as an admission by the Covered Person that such person has in fact any direct or indirect Beneficial Ownership in the securities to which the report relates.

B. EXCEPTIONS FROM REPORTING REQUIREMENTS.

1. No report shall be required with respect to transactions for, and Covered Securities held in, accounts over which the Covered Person had no direct or indirect influence or control, but the granting by a Covered Person of investment discretion to another person shall not be considered a lack of control by the Covered Person.

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2. No quarterly transaction report shall be required if such report would duplicate information contained in broker trade confirmations or account statements received by the appropriate Designated Reporting Person if that Designated Person receives the confirmation or statement within 30 calendar days of the end of the applicable calendar quarter and provided that all of the required information is contained in the broker trade confirmations or account statements, or the records of the Funds or Harris. However, each Covered Person shall either confirm the accuracy of, or correct any error in, the quarterly transactions list provided to the Covered Person by the Designated Reporting Persons.

3. No report shall be required for transactions effected pursuant to an Automatic Investment Plan.

VI. DELIVERY OF CODE AND CERTIFICATION OF COMPLIANCE

1. The Bank, Monegy and HIM, through their chief compliance officers, are each responsible for notifying their Covered Persons of their status and obligations under this Code and for providing to each of those individuals a copy of this Code and copies of amendments from time to time.

2. Each Covered Person shall certify annually that he or she has read and understood this Code and recognizes that he or she is subject to such Code. Further, each Covered Person shall certify annually that he or she has complied with all the requirements of the Code and that he or she has disclosed or reported all Personal Securities Transactions required to be disclosed or reported pursuant to the requirements of the Code.

3. Upon any amendment of the Code, each Covered Person shall provide similar certifications. A form of certification is attached to this Code as Attachment D.

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VII. REPORTS TO AND REVIEW BY FUNDS' BOARD

1. At least quarterly HIM shall provide a written report at a regular meeting of a Funds' board that describes any issues arising under this Code and pertinent to the Funds since the last report to the Funds' board, including, but not limited to, information about material violations of the Code and sanctions imposed in response to such material violations.

2. At least annually, the Bank, HIM, and Monegy shall certify that they have adopted procedures reasonably necessary to prevent Covered Persons from violating the Code.

3. HIM, Monegy, and the Bank shall require their respective chief compliance officers or designees to report quarterly to the Funds' boards any material breach of fiduciary duty and/or the Federal Securities Laws of which the respective chief compliance officer becomes aware in the course of carrying out his or her duties.

4. At least annually and, in any case, within six months of adopting any material change to this Code, the Bank, HIM, and Monegy shall report to the Board of the Funds and submit for approval any recommended or previously adopted changes to this Code.

VIII. REVIEW PROCEDURES

Harris shall institute and periodically review procedures (1) reasonably necessary to prevent violations of this Code and (2) pursuant to which appropriate management or compliance personnel review all reports required by this Code.

IX. SANCTIONS

Upon discovering that a Covered Person has not complied with the requirements of this Code, a Designated Reporting Person shall submit written findings to the Compliance Committee. The Compliance Committee may impose on that Covered Person sanctions the Compliance Committee deems appropriate, including, among other things, the unwinding of the transaction and the disgorgement of

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profits, suspension or termination of employment, or removal from office.

X. RECORDKEEPING

A. Harris shall maintain as records:

1. This Code and any prior code in effect during the five years preceding the date of this Code.

2. A record of any violation of this Code, and of any action taken as a result of the violation.

3. A record of all written acknowledgements provided pursuant to Section II. for each person who is or was within the last six years, a Covered Person.

4. A copy of each report made by a Covered Person required by this Code, including any information pursuant to Section V.B.2 in lieu of the quarterly reports otherwise required by this Code.

5. A record of all persons, currently or within the past five years, who are or were Covered Persons and who are or were responsible for reviewing the reports required in Section V.

6. A copy of each report required by Section VI of this Code.

7. A record of any decision, and the reasons supporting the decision, to approve the acquisition by Advisory Persons of securities under Sections III.E., III.F., III.G., and IV., and all other provisions granting an exception under this Code.

8. Any written report prepared by the Bank, HIM or Monegy concerning the subject matter of this Code.

B. Unless otherwise required, all records maintained pursuant to this section shall be retained for six years in an easily accessible place, the first two years in an appropriate office.

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XI. CONFIDENTIALITY

All information obtained from any Covered Person hereunder shall be kept in strict confidence, except that reports of securities transactions hereunder may be made available, to the extent required by law, to the Securities and Exchange Commission, any other regulator, any self-regulatory organization, or the Funds' boards.

XII. WHISTLEBLOWING

Each Covered Person shall report any known or reasonably suspected violation of this Code to the appropriate Designated Reporting Person, to the Law Department of the Bank, or to the Bank's chief compliance officer, who, in turn, will report the allegations to the Compliance Committee. The Compliance Committee will decide what action is appropriate.

XIII. OTHER LAWS, RULE AND STATEMENTS OF POLICY

Nothing contained in this Code shall be interpreted as relieving any Covered Person from acting in accordance with the provision of any applicable law, rule, regulation, or any other statement of policy or procedure governing the conduct of such person adopted by Harris or the Funds.

XIV. REQUESTING ADDITIONAL INFORMATION

If any person has any questions with regard to the applicability of the provisions of this Code generally or with regard to any securities transaction or transactions such person should consult the appropriate Designated Reporting Person.

Approved March 1, 2007

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ATTACHMENT A
Portfolio Persons of
Harris N.A.
Harris Investment Management, Inc.,
and
HIM Monegy, Inc.
as of _________________________

ATTACHMENT B
Advisory Persons of
Harris N.A.
Harris Investment Management, Inc.,
and
HIM Monegy, Inc.
as of _________________________

ATTACHMENT C-1
Covered Persons of
Harris Investment Management, Inc.,
and HIM Monegy, Inc.
as of _________________________

ATTACHMENT C-2
Covered Persons of
Harris N.A.
as of ______________________

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ATTACHMENT D

HARRIS N.A.

THE HARRIS BANK N.A.

HARRIS INVESTMENT MANAGEMENT, INC.

HIM MONEGY, INC.


STANDARDS OF BUSINESS CONDUCT AND
CODE OF ETHICS FOR INVESTMENT ADVISORY AND
MUTUAL FUND MANAGEMENT PERSONNEL
("CODE")


CERTIFICATION

The undersigned hereby certifies as follows:

I have read the Code.

I understand the Code and acknowledge that I am subject to it.

Since the date of the last Certification (if any), to the best of my knowledge I have complied with all the requirements of the Code and have disclosed or reported all personal securities transactions required to be reported under the requirements of the Code.

Date: ____________________________
Signature


Print Name

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Exhibit q

POWERS OF ATTORNEY FOR ALL TRUSTEES


POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of the below-named trusts, with their respective file numbers under the Securities Act of 1933 noted, hereby constitute and appoint George R. Aylward, Tracy L. Rich and Kevin J. Carr, or any of them as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, any or all registration statements on Form N-1A, amendments thereto, and such other filings as may be appropriate, with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to each of said mutual funds, and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.

Phoenix Adviser Trust                    (333-106142)
Phoenix Asset Trust                      (333-08045)
Phoenix CA Tax-Exempt Bond Fund          (002-83024)
Phoenix Equity Series Fund               (333-29043)
Phoenix Equity Trust                     (002-16590)
Phoenix Insight Funds Trust              (033-64915)
Phoenix Institutional Mutual Funds       (033-80057)
Phoenix Investment Series Fund           (033-06930)
Phoenix Investment Trust 06              (033-01922)
Phoenix Investment Trust 97              (333-34537)
Phoenix Multi-Portfolio Fund             (033-19423)
Phoenix Multi-Series Trust               (033-45758)
Phoenix PHOLIOs(sm)                      (333-05039)
Phoenix Portfolios                       (333-45675)
Phoenix Opportunities Trust              (033-65137)
Phoenix Series Fund                      (002-14069)
Phoenix Strategic Equity Series Fund     (033-06931)

I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.

I hereby further revoke any and all powers of attorney previously given by me with respect to the above-named mutual funds, provided that this revocation shall not affect the exercise of such powers prior to the date hereof.

IN WITNESS WHEREOF, this 15th day of November, 2006.

/s/ E. Virgil Conway                          /s/ Harry Dalzell-Payne
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E. Virgil Conway, Trustee                     Harry Dalzell-Payne, Trustee


/s/ Francis E. Jeffries                       /s/ Dr. Leroy Keith, Jr.
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Francis E. Jeffrie                            Dr. Leroy Keith, Jr., Trustee


/s/ Marilyn E. LaMarche                       /s/ Philip R. McLoughlin
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Marilyn E. LaMarche, Trustee                  Philip R. McLoughlin, Trustee


/s/ Geraldine M. McNamara                     /s/ James M. Oates
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Geraldine M. McNamara, Trustee                James M. Oates, Trustee


/s/ Richard E. Segerson                       /s/ Ferdinand L. J. Verdonck
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Richard E. Segerson, Trustee                  Ferdinand L. J. Verdonck, Trustee

All signatures need not appear on the same copy of this Power of Attorney.