EX-99.77C VOTES 3 pxasset77c.txt RESULTS OF SHAREHOLDER MEETING PHOENIX ASSET TRUST October 31, 2006 (Unaudited) At a special meeting of shareholders of Phoenix Asset Trust (the "Trust") held on October 31, 2006, shareholders voted on the following proposals: 1. To elect eleven Trustees to serve on the Board of Trustees until the next meeting of shareholders at which Trustees are elected (Proposal 1). 2. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Trusts (Proposal 7). Number of Eligible Units Voted: For Against 1. Election of Trustees E. Virgil Conway............153,940,576 1,244,739 Harry Dalzell-Payne.........153,937,112 1,248,203 Daniel T. Geraci............153,940,576 1,244,739 Francis E. Jeffries.........153,940,576 1,244,739 Leroy Keith, Jr.............153,940,576 1,244,739 Marilyn E. LaMarche.........153,940,576 1,244,739 Philip R. McLoughlin........153,940,576 1,244,739 Geraldine M. McNamara.......153,930,662 1,254,654 James M. Oates..............153,940,576 1,244,739 Richard E. Segerson.........153,934,418 1,250,898 Ferdinand L. J. Verdonck....153,940,576 1,244,739 2.To ratify the appointment of PricewaterhouseCoopers LLC as the independent registered public accounting firm. For Against Abstain ............153,477,591 258,057 1,449,667 [PAGE BREAK] RESULTS OF SHAREHOLDER MEETING PHOENIX RISING DIVIDENDS FUND November 21, 2006 (Unaudited) At a special meeting of shareholders of Phoenix Rising Dividends Fund (the "Fund"), a series of Phoenix Asset Trust (the "Trust") held on November 21, 2006, shareholders voted on the following proposals: 1. To approve a proposal to permit Phoenix Investment Counsel, Inc. ("PIC") to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval (Proposal 2). 2. To approve a proposal to remove or amend the following fundamental investment restrictions of the funds of the Phoenix Asset Trust to conform to the standard fundamental investment restrictions of the Phoenix Funds (Proposal 4). 4.a. Investment of assets in a single open-end investment company 4.b. change of status as a diversified series 4.c. Investment of more than 25% of assets in companies engaged in one industry 4.d. Limits on borrowing 4.e. Issuance of senior securities 4.f. Underwriting activities 4.g. Purchase and sale of real estate 4.h. Purchase and Sale of Commodities and Commodities Contracts 4.i. Limits on Lending 3. To approve a proposal to reclassify the investment objective of the Investment Objective Funds from fundamental to non-fundamental (Proposal 6). NUMBER OF ELIGIBLE UNITS VOTED: FOR AGAINST ABSTAIN BROKER NON-VOTES 1. To permit PIC to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval ...4,182,196 12,635 14,099 724,436 2. To remove or amend the following fundamental investment restrictions of the funds of the Phoenix Asset Trust to conform to the standard fundamental investment restrictions of the Phoenix Funds a. Investment of assets in a single open-end investment company ...4,182,623 9,831 16,476 724,436 b. Change of status as a diversified series ...4,183,990 8,464 16,476 724,436 c. Investment of more than 25% of assets in companies engaged in one industry ...4,183,975 10,114 14,841 724,436 d. Limits on borrowing ...4,183,122 9,381 16,427 724,436 e. Issuance of senior securities ...4,184,275 9,684 14,971 724,436 f. Underwriting activities ...4,187,242 8,366 13,321 724,436 g. Purchase and sale of real estate ...4,185,778 8,311 14,841 724,436 h. Purchase and sale of commodities and commodities contracts ...4,185,559 8,545 14,826 724,436 i. Limits on lending ...4,182,923 7,930 18,077 724,436 3. Reclassify the investment objective of the of the investment objective funds from fundamental to non-fundamental ..3,620,000 572,976 15,954 724,436 [PAGE BREAK] RESULTS OF SHAREHOLDER MEETING PHOENIX SMALL-MID CAP FUND November 21, 2006 (Unaudited) At a special meeting of shareholders of Phoenix Small-Mid Cap Fund (the "Fund"), a series of Phoenix Asset Trust (the "Trust") held on November 21, 2006, shareholders voted on the following proposals: 1. To approve a proposal to permit Phoenix Investment Counsel, Inc. ("PIC") to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval (Proposal 2). 2. To approve a proposal to remove or amend the following fundamental investment restrictions of the funds of the Phoenix Asset Trust to conform to the standard fundamental investment restrictions of the Phoenix Funds (Proposal 4). 4.a. Investment of assets in a single open-end investment company 4.b. change of status as a diversified series 4.c. Investment of more than 25% of assets in companies engaged in one industry 4.d. Limits on borrowing 4.e. Issuance of senior securities 4.f. Underwriting activities 4.g. Purchase and sale of real estate 4.h. Purchase and Sale of Commodities and Commodities Contracts 4.i. Limits on Lending 3. To approve a proposal to reclassify the investment objective of the Investment Objective Funds from fundamental to non-fundamental (Proposal 6). Number of Eligible Units Voted: For Against Abstain Broker Non-Votes 1. To permit PIC to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval ..3,023,010 18,707 50,669 842,440 2. To remove or amend the following fundamental investment restrictions of the funds of the Phoenix Asset Trust to conform to the standard fundamental investment restrictions of the Phoenix Funds a. Investment of assets in a single open-end investment company ...3,010,286 28,726 53,374 842,440 b. Change of status as a diversified series ...2,958,977 82,206 51,202 842,440 c. Investment of more than 25% of assets in companies engaged in one industry ...2,947,986 93,458 50,942 842,440 d. Limits on borrowing ...2,949,483 85,630 57,272 842,440 e. Issuance of senior securities ...2,952,370 76,825 63,191 842,440 f. Underwriting activities ...2,964,309 77,484 50,593 842,440 g. Purchase and sale of real estate ...2,949,840 80,437 62,109 842,440 h. Purchase and sale of commodities and commodities contracts ...2,942,325 84,272 65,789 842,440 i. Limits on lending ..2,933,843 87,865 70,678 842,440 3. Reclassify the investment objective of the of the investment objective funds from fundamental to non-fundamental ...2,703,199 327,755 61,431 842,440