UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-07705 --------- Phoenix Asset Trust --------------------------------------------------- (Exact name of registrant as specified in charter) 101 Munson Street Greenfield, MA 01301-9668 --------------------------------------------------- (Address of principal executive offices) (Zip code) Kevin J. Carr, Esq. Vice President, Chief Legal Officer, John H. Beers, Esq. Counsel and Secretary for Registrant Vice President and Counsel Phoenix Life Insurance Company Phoenix Life Insurance Company One American Row One American Row Hartford, CT 06103-2899 Hartford, CT 06130-2899 -------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (800) 243-1574 -------------- Date of fiscal year end: December 31 ----------- Date of reporting period: June 30, 2006 ------------- Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. REPORTS TO STOCKHOLDERS. The Report to Shareholders is attached herewith. - -------------------------------------------------------------------------------- JUNE 30, 2006 - -------------------------------------------------------------------------------- SEMIANNUAL REPORT - -------------------------------------------------------------------------------- o PHOENIX CA INTERMEDIATE TAX-FREE BOND FUND o PHOENIX RISING DIVIDENDS FUND o PHOENIX SMALL-MID CAP FUND TRUST NAME: PHOENIX ASSET TRUST WOULDN'T YOU RATHER HAVE THIS DOCUMENT ? E-MAILED TO YOU? Eligible shareholers can sign up for [LOGO] PHOENIXFUNDS(SM) E-Delivery at PhoenixFunds.com ------------------------------------------------------------------- Mutual funds are not insured by the FDIC; are not deposits or other obligations of a bank and are not guaranteed by a bank; and are subject to investment risks, including possible loss of the principal invested. ------------------------------------------------------------------- This report is not authorized for distribution to prospective investors in the Phoenix Asset Trust unless preceded or accompanied by an effective Prospectus which includes information concerning the sales charge, each Fund's record and other pertinent information. A MESSAGE FROM THE PRESIDENT DEAR PHOENIXFUNDS SHAREHOLDER: This semiannual report addresses the performance of your Phoenix mutual fund for the six months ended June 30, 2006. It provides detailed information about your fund's performance, portfolio holdings and transactions for the period. At Phoenix, our focus is on investment performance and serving the best interests of our shareholders. We believe that mutual funds are among the most effective vehicles for individual investors to gain access to a variety of financial markets and for building diversified portfolios. I am especially proud of how we have expanded our fund family over the last year to offer access to even more money managers. Today, the PhoenixFunds draw from the vast expertise of 16 different management teams--six Phoenix affiliates and 10 outside subadvisers chosen for their complementary investment capabilities. These fund teams operate independently, conducting their research, identifying opportunities in the markets they know best, and applying their disciplined strategies to the portfolios they manage. We are confident in their ability to navigate their funds through whatever market and economic changes lie ahead. When it comes to financial decisions, we recommend working with an experienced financial advisor. If you haven't reviewed or rebalanced your portfolio lately, this may be a good time to meet with your advisor and make sure that your investments are still aligned with your financial goals. Thank you for choosing PhoenixFunds to be part of your financial plan. Sincerely yours, /s/ Daniel T. Geraci Daniel T. Geraci President, PhoenixFunds JULY 2006 1 TABLE OF CONTENTS Glossary ..................................................................... 3 Phoenix CA Intermediate Tax-Free Bond Fund ................................... 4 Phoenix Rising Dividends Fund ................................................11 Phoenix Small-Mid Cap Fund ...................................................18 Notes to Financial Statements ................................................25 - -------------------------------------------------------------------------------- PROXY VOTING PROCEDURES (FORM N-PX) The Adviser votes proxies relating to portfolio securities in accordance with procedures that have been approved by the Trust's Board of Trustees. You may obtain a description of these procedures, along with information regarding how the Funds voted proxies during the most recent 12-month period ended June 30, 2005, free of charge, by calling toll-free 1-800-243-1574. This information is also available through the Securities and Exchange Commission's website at http://www.sec.gov. FORM N-Q INFORMATION The Trust files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the "SEC") for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SEC's website at http://www.sec.gov. Form N-Q may be reviewed and copied at the SEC's Public Reference Room. Information on the operation of the SEC's Public Reference Room can be obtained by calling toll-free 1-800-SEC-0330. - -------------------------------------------------------------------------------- 2 GLOSSARY ADR (AMERICAN DEPOSITARY RECEIPT) Represents shares of foreign companies traded in U.S. dollars on U.S. exchanges that are held by a bank or a trust. Foreign companies use ADRs in order to make it easier for Americans to buy their shares. AMBAC American Municipal Bond Assurance Corporation FGIC Financial Guaranty Insurance Company FNMA OR "FANNIE MAE" Federal National Mortgage Association FSA Financial Security Assurance, Inc. GNMA OR "GINNIE MAE" Government National Mortgage Association MBIA Municipal Bond Insurance Association SPONSORED ADR An ADR which is issued with the cooperation of the company whose stock will underlie the ADR. These shares carry all the rights of the common share such as voting rights. ADRs must be sponsored to be able to trade on the NYSE. XLCA XL Capital Assurance 3 PHOENIX CA INTERMEDIATE TAX-FREE BOND FUND ABOUT YOUR FUND'S EXPENSES (UNAUDITED) We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of the CA Intermediate Tax-Free Bond Fund, you incur ongoing costs, including investment advisory fees and other expenses. Class X shares are sold without a sales charge and do not incur distribution and service fees. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. This example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. ACTUAL EXPENSES The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If you have incurred transactional costs, your costs could have been higher. The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions. CA Intermediate Beginning Ending Expenses Paid Tax-Free Bond Fund Account Value Account Value During Class X December 31, 2005 June 30, 2006 Period* - ------------------------ ----------------- ------------- -------------- Actual $ 1,000.00 $ 999.20 $ 3.72 Hypothetical (5% return before expenses) 1,000.00 1,021.03 3.77 * EXPENSES ARE EQUAL TO THE FUND'S CLASS X ANNUALIZED EXPENSE RATIO OF 0.75%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. YOU CAN FIND MORE INFORMATION ABOUT THE FUND'S EXPENSES IN THE FINANCIAL STATEMENTS SECTION THAT FOLLOWS. FOR ADDITIONAL INFORMATION ON OPERATING EXPENSES AND OTHER SHAREHOLDER COSTS REFER TO THE PROSPECTUS. 4 PHOENIX CA INTERMEDIATE TAX-FREE BOND FUND - -------------------------------------------------------------------------------- SECTOR WEIGHTINGS (UNAUDITED) 6/30/06 - -------------------------------------------------------------------------------- As a percentage of total investments [THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.] Water & Sewer Revenue 22% General Obligation 17 General Revenue 16 Power Revenue 11 Pre-Refunded 8 Municipal Utility District Revenue 7 Development Revenue 6 Other 13 SCHEDULE OF INVESTMENTS JUNE 30, 2006 (UNAUDITED) PAR VALUE (000) VALUE --------- ------------ MUNICIPAL BONDS(d)--98.6% DEVELOPMENT REVENUE--5.4% Los Angeles County Public Works Financing Authority Series A 5.50%, 10/1/18 (FSA Insured) ...................................... $ 450 $ 480,708 Menlo Park Community Development Agency Las Pulgas Community Development Project 5.375%, 6/1/16 ..................................... 250 255,043 Ontario Redevelopment Financing Authority Project No. 1 6.90%, 8/1/10 (MBIA Insured) ......... 70 77,941 Ontario Redevelopment Financing Authority Project No. 1 Center City & Cimarron 5.25%, 8/1/13 (MBIA Insured) ..................................... 500 532,970 Riverside County Redevelopment Agency Jurupa Valley Project 5.25%, 10/1/17 (AMBAC Insured) .................................... 250 265,897 ------------ 1,612,559 ------------ FACILITIES REVENUE--1.7% California State Public Works Board Series C 5.25%, 11/1/20 ..................................... 500 519,930 GENERAL OBLIGATION--16.4% Brea Olinda Unified School District Series A 6%, 8/1/15 (FGIC Insured) .............................. 150 170,306 California State 6.25%, 4/1/08 ..................... 825 857,885 California State 5.50%, 4/1/10 (MBIA Insured) ...... 200 211,084 PAR VALUE (000) VALUE --------- ------------ GENERAL OBLIGATION--CONTINUED California State Unrefunded Balance 2001 5.25%, 6/1/16 ...................................... $ 80 $ 81,255 Desert Community College District 5%, 8/1/18 (MBIA Insured) .............................. 990 1,040,044 Grossmont-Cuyamaca Community College Series A 5%, 8/1/19 (MBIA Insured) ................. 250 259,483 Metropolitan Water District Southern California Series A 5.25%, 3/1/11 (Unrefunded Balance) ........ 180 186,089 San Diego County Certificates of Participation 5.25%, 11/1/15 (AMBAC Insured) ..................... 960 1,017,408 Santa Ana Unified School District 5.70%, 8/1/22 (FGIC Insured) .............................. 400 429,164 Wiseburn School District Series A 5%, 8/1/17 (MBIA Insured) .............................. 580 611,546 ------------ 4,864,264 ------------ GENERAL REVENUE--15.5% California State Economic Recovery Series C-5 3.88%, 7/1/23 (State Guaranteed)(c) ..... 1,000 1,000,000 California State Public Works Board Health Services 5%, 11/1/17 (XLCA Insured) ................ 460 480,171 Commonwealth of Puerto Rico Public Finance Corp. Series A 5.25%, 8/1/30 (AMBAC Insured)(c) ................................. 500 528,865 San Jose Financing Authority Convention Center Project Series F 5%, 9/1/15 (MBIA Insured) ......... 1,000 1,044,200 See Notes to Financial Statements 5 PHOENIX CA INTERMEDIATE TAX-FREE BOND FUND PAR VALUE (000) VALUE --------- ------------ GENERAL REVENUE--CONTINUED Santa Clara County Finance Authority VMC Facility Project Series A 7.75%, 11/15/11 (AMBAC Insured) .................................... $ 400 $ 471,040 South Coast Air Quality Management Corp. 6%, 8/1/11 (AMBAC Insured) ............................. 1,000 1,083,290 ------------ 4,607,566 ------------ HIGHER EDUCATION REVENUE--1.8% University of California Series A 5%, 5/15/10 (AMBAC Insured) .................................... 500 521,140 MEDICAL REVENUE--1.2% California Health Facilities Financing Authority Series A 5%, 11/15/14 .............................. 250 258,375 San Joaquin County Certificates of Participation General Hospital Project 5.25%, 9/1/12 (MBIA Insured) ..................................... 100 104,849 ------------ 363,224 ------------ MUNICIPAL UTILITY DISTRICT REVENUE--7.3% Los Angeles Water and Power Series A-A2 5%, 7/1/19 ............................................. 760 789,017 Sacramento Municipal Utility District Series O 5.25%, 8/15/10 (MBIA Insured) ...................... 500 527,120 Sacramento Municipal Utility District Series O 5.25%, 8/15/15 (MBIA Insured) ...................... 310 327,877 Sacramento Municipal Utility District Series P 5.25%, 8/15/17 (FSA Insured) ....................... 500 526,945 ------------ 2,170,959 ------------ POWER REVENUE--11.3% California State Department of Water Resource Power Supply Series A 5.25%, 5/1/09 (MBIA Insured) ..................................... 1,000 1,036,200 City of Pasadena 5%, 6/1/17 (MBIA Insured) ......... 300 310,518 Los Angeles Department of Water & Power Series A-A-3 5.25%, 7/1/18 ......................... 300 300,000 Northern California Power Agency Public Power Hydroelectric Project No. 1 Series A 5%, 7/1/15 (MBIA Insured) ..................................... 1,000 1,031,250 Southern California Public Power Authority Transmission Project Series B 5%, 7/1/12 (FSA Insured) ...................................... 635 671,970 ------------ 3,349,938 ------------ PAR VALUE (000) VALUE --------- ------------ PRE-REFUNDED--8.3% California Educational Facilities Authority Chapman University 5.375%, 10/1/16 Pre-refunded 10/1/06 @102 ....................................... $ 250 $ 255,887 Contra Costa County Home Mortgage 7.50%, 5/1/14 (GNMA Collateralized)(b) .................... 500 604,515 Cypress Residential Mortgage Series B 7.25%, 1/1/12 (Private Mortgage Insurance)(b) ............. 200 232,482 Duarte Redevelopment Agency Single Family Mortgage Series A 6.875%, 11/1/11 (FNMA Collateralized)(b) ........................... 300 342,480 Modesto Wastewater Treatment Facilities 6%, 11/1/12 (MBIA Insured) ............................. 735 820,231 Stockton Housing Authority O'Connor Woods Project Series A 5.60%, 3/20/28 Pre-refunded 9/20/17 @ 100 (GNMA Collateralized) ................ 200 200,776 ------------ 2,456,371 ------------ TRANSPORTATION REVENUE--5.1% Alameda Corridor Transportation Authority Series A 5.125%, 10/1/16 (MBIA Insured) ............ 150 156,804 Alameda Corridor Transportation Authority Series A 5.125%, 10/1/17 (MBIA Insured) ............ 125 130,438 Port of Oakland Series I 5.60%, 11/1/19 (MBIA Insured) ..................................... 1,000 1,041,920 San Francisco Bay Area Rapid Transit Financing Authority 5.25%, 7/1/17 ............................ 180 185,848 ------------ 1,515,010 ------------ VETERAN REVENUE--3.1% State of California Veterans Bonds Series 5.15%, 12/1/14 ............................................ 895 926,039 WATER & SEWER REVENUE--21.5% California State Department of Water Resources Series T 5.125%, 12/1/12 ........................... 250 259,520 California State Department of Water Resources Series W 5.50%, 12/1/13 (FSA-CR Insured) ........... 1,000 1,094,650 East Bay Municipal Utility District Water System 5.25%, 6/1/18 (MBIA Insured) ....................... 1,035 1,091,097 El Dorado Irrigation District Certificates of Participation Series A 5.25%, 3/1/16 (FGIC Insured) ..................................... 365 387,893 Metropolitan Water District of Southern California Series B 5%, 7/1/13 ................................ 500 529,305 6 See Notes to Financial Statements PHOENIX CA INTERMEDIATE TAX-FREE BOND FUND PAR VALUE (000) VALUE --------- ------------ WATER & SEWER REVENUE--CONTINUED Modesto Wastewater Series A 5%, 11/1/19 (FSA Insured) ...................................... $ 245 $ 256,696 Mountain View Shoreline Regional Park Community Series A 5.50%, 8/1/21 (MBIA Insured) ..................................... 1,000 1,021,080 Redlands Financing Authority Series A 5%, 9/1/17 (FSA Insured) ...................................... 1,000 1,045,150 Sweetwater Water Authority 5.25%, 4/1/10 (AMBAC Insured) .................................... 165 169,108 Westlands Water District Certificates of Participation 5.25%, 9/1/14 (MBIA Insured) ......... 500 535,985 ------------ 6,390,484 ------------ - ----------------------------------------------------------------------------- TOTAL MUNICIPAL BONDS (IDENTIFIED COST $29,531,101) 29,297,484 - ----------------------------------------------------------------------------- TOTAL INVESTMENTS--98.6% (IDENTIFIED COST $29,531,101) 29,297,484(a) Other assets and liabilities, net--1.4% 413,142 ------------ NET ASSETS--100.0% $ 29,710,626 ============ (a) Federal Income Tax Information: Net unrealized depreciation of investment securities is comprised of gross appreciation of $286,557 and gross depreciation of $520,174 for federal income tax purposes. At June 30, 2006, the aggregate cost of securities for federal income tax purposes was $29,531,101. (b) Escrowed to maturity. (c) Variable or step coupon security; interest rate shown reflects the rate currently in effect. (d) At June 30, 2006, the concentration of the Fund's investments by state or territory determined as a percentage of net assets is as follows: California 97%. At June 30, 2006, 80% of the securities in the portfolio are backed by insurance of financial institutions and financial guaranty assurance agencies. Insurers with a concentration greater than 10% of net assets are as follows: MBIA 40%, FSA 14%, and AMBAC 14%. See Notes to Financial Statements 7 PHOENIX CA INTERMEDIATE TAX-FREE BOND FUND STATEMENT OF ASSETS AND LIABILITIES JUNE 30, 2006 (UNAUDITED) ASSETS Investment securities at value (Identified cost $29,531,101) $ 29,297,484 Cash 85,832 Receivables Interest 412,271 Trustee retainer 4,890 Prepaid expenses 6,501 ------------ Total assets 29,806,978 ------------ LIABILITIES Payables Fund shares repurchased 176 Dividend distributions 54,932 Professional fee 16,454 Investment advisory fee 14,291 Financial agent fee 6,192 Transfer agent fee 2,061 Other accrued expenses 2,246 ------------ Total liabilities 96,352 ------------ NET ASSETS $ 29,710,626 ============ NET ASSETS CONSIST OF: Capital paid in on shares of beneficial interest $ 29,956,953 Undistributed net investment income 80 Accumulated net realized loss (12,790) Net unrealized depreciation (233,617) ------------ NET ASSETS $ 29,710,626 ============ Shares of beneficial interest outstanding, No par value, unlimited authorization (Net Assets $29,710,626) 2,872,539 Net asset value and offering price per share $10.34 STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2006 (UNAUDITED) INVESTMENT INCOME Interest $ 719,291 ------------ Total investment income 719,291 ------------ EXPENSES Investment advisory fee 85,227 Financial agent fee 26,937 Transfer agent 7,527 Professional 15,314 Trustees 9,519 Registration 9,150 Printing 6,061 Custodian 3,051 Miscellaneous 6,828 ------------ Total expenses 169,614 Less expenses reimbursed by investment adviser (41,058) Custodian fees paid indirectly (716) ------------ Net expenses 127,840 ------------ NET INVESTMENT INCOME (LOSS) 591,451 ------------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments (12,332) Net change in unrealized appreciation (depreciation) on investments (572,829) ------------ NET GAIN (LOSS) ON INVESTMENTS (585,161) ------------ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 6,290 ============ 8 See Notes to Financial Statements PHOENIX CA INTERMEDIATE TAX-FREE BOND FUND STATEMENT OF CHANGES IN NET ASSETS Six Months Ended Year Ended June 30, 2006 December 31, (Unaudited) 2005 ------------- -------------- FROM OPERATIONS Net investment income (loss) $ 591,451 $ 1,282,877 Net realized gain (loss) (12,332) 69,727 Net change in unrealized appreciation (depreciation) (572,829) (865,137) ------------- -------------- INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 6,290 487,467 ------------- -------------- FROM DISTRIBUTIONS TO SHAREHOLDERS Net investment income (597,592) (1,281,172) Net realized short-term gains -- (50) Net realized long-term gains (25,681) (44,454) ------------- -------------- DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (623,273) (1,325,676) ------------- -------------- FROM SHARE TRANSACTIONS Proceeds from sales of shares (259,091 and 300,844 shares, respectively) 2,715,751 3,212,011 Net asset value of shares issued from reinvestment of distributions (24,613 and 56,283 shares, respectively) 257,290 598,864 Cost of shares repurchased (819,465 and 502,660 shares, respectively) (8,562,100) (5,341,011) ------------- -------------- INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (5,589,059) (1,530,136) ------------- -------------- NET INCREASE (DECREASE) IN NET ASSETS (6,206,042) (2,368,345) NET ASSETS Beginning of period 35,916,668 38,285,013 ------------- -------------- END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $80 AND $6,221, RESPECTIVELY) $ 29,710,626 $ 35,916,668 ============= ============== See Notes to Financial Statements 9 PHOENIX CA INTERMEDIATE TAX-FREE BOND FUND FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD) CLASS X ----------------------------------------------------------------------------- SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, 2006 -------------------------------------------------------------- (UNAUDITED) 2005 2004 2003 2002 2001 Net asset value, beginning of period $ 10.54 $ 10.77 $ 10.96 $ 10.93 $ 10.74 $ 10.83 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss) 0.18(1) 0.36(1) 0.37 0.41 0.46 0.47 Net realized and unrealized gain (loss) (0.19) (0.22) (0.04) 0.04 0.24 (0.02) -------- -------- -------- -------- -------- -------- TOTAL FROM INVESTMENT OPERATIONS (0.01) 0.14 0.33 0.45 0.70 0.45 -------- -------- -------- -------- -------- -------- LESS DISTRIBUTIONS Dividends from net investment income (0.18) (0.36) (0.37) (0.41) (0.46) (0.47) Distributions from net realized gains (0.01) (0.01) (0.15) (0.01) (0.05) (0.07) -------- -------- -------- -------- -------- -------- TOTAL DISTRIBUTIONS (0.19) (0.37) (0.52) (0.42) (0.51) (0.54) -------- -------- -------- -------- -------- -------- Change in net asset value (0.20) (0.23) (0.19) 0.03 0.19 (0.09) -------- -------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD $ 10.34 $ 10.54 $ 10.77 $ 10.96 $ 10.93 $ 10.74 ======== ======== ======== ======== ======== ======== Total return (0.08)%(2) 1.33% 3.04% 4.25% 6.60% 4.26% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $ 29,711 $ 35,917 $ 38,285 $ 39,368 $ 33,307 $ 34,422 RATIO OF EXPENSES TO AVERAGE NET ASSETS: Net operating expenses 0.75%(3) 0.75% 0.75% 0.75% 0.75% 0.75% Gross operating expenses 0.99%(3) 1.03% 0.98% 1.03% 0.98% 0.85% Net investment income (loss) 3.47%(3) 3.37% 3.39% 3.72% 4.18% 4.38% Portfolio turnover 14%(2) 36% 62% 33% 21% 61% (1) Computed using average shares outstanding. (2) Not annualized. (3) Annualized. 10 See Notes to Financial Statements PHOENIX RISING DIVIDENDS FUND ABOUT YOUR FUND'S EXPENSES (UNAUDITED) We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of the Rising Dividends Fund, you incur two types of costs: (1) transaction costs, including sales charges on purchases of Class A shares and contingent deferred sales charges on Class B and Class C shares; and (2) ongoing costs, including investment advisory fees; distribution and service fees; and other expenses. Class X shares are sold without a sales charge and do not incur distribution and service fees. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. ACTUAL EXPENSES The first line of the accompanying tables provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the accompanying tables provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges or contingent deferred sales charges. Therefore, the second line of the accompanying tables is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs could have been higher. The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions. Beginning Ending Expenses Paid Rising Dividends Fund Account Value Account Value During Class X December 31, 2005 June 30, 2006 Period* - ----------------------- ----------------- ------------- ------------- Actual $ 1,000.00 $ 999.00 $ 5.40 Hypothetical (5% return before expenses) 1,000.00 1,019.33 5.47 * EXPENSES ARE EQUAL TO THE FUND'S CLASS X ANNUALIZED EXPENSE RATIO OF 1.09%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. Beginning Ending Expenses Paid Rising Dividends Fund Account Value Account Value During Class A December 31, 2005 June 30, 2006 Period* - ----------------------- ----------------- ------------- ------------- Actual $ 1,000.00 $ 997.70 $ 6.64 Hypothetical (5% return before expenses) 1,000.00 1,018.07 6.73 * EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 1.34%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. Beginning Ending Expenses Paid Rising Dividends Fund Account Value Account Value During Class B December 31, 2005 June 30, 2006 Period* - ----------------------- ----------------- ------------- ------------- Actual $ 1,000.00 $ 994.30 $ 10.33 Hypothetical (5% return before expenses) 1,000.00 1,014.31 10.49 * EXPENSES ARE EQUAL TO THE FUND'S CLASS B ANNUALIZED EXPENSE RATIO OF 2.09%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. Beginning Ending Expenses Paid Rising Dividends Fund Account Value Account Value During Class C December 31, 2005 June 30, 2006 Period* - ----------------------- ----------------- ------------- ------------- Actual $ 1,000.00 $ 994.30 $ 10.33 Hypothetical (5% return before expenses) 1,000.00 1,014.31 10.49 * EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 2.09%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. YOU CAN FIND MORE INFORMATION ABOUT THE FUND'S EXPENSES IN THE FINANCIAL STATEMENTS SECTION THAT FOLLOWS. FOR ADDITIONAL INFORMATION ON OPERATING EXPENSES AND OTHER SHAREHOLDER COSTS REFER TO THE PROSPECTUS. 11 PHOENIX RISING DIVIDENDS FUND - -------------------------------------------------------------------------------- SECTOR WEIGHTINGS (UNAUDITED) 6/30/06 - -------------------------------------------------------------------------------- As a percentage of total investments [THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.] Financials 21% Information Technology 15 Consumer Staples 15 Industrials 11 Energy 11 Health Care 10 Consumer Discretionary 7 Other 10 SCHEDULE OF INVESTMENTS JUNE 30, 2006 (UNAUDITED) SHARES VALUE --------- ------------ DOMESTIC COMMON STOCKS--99.4% AIR FREIGHT & LOGISTICS--1.9% United Parcel Service, Inc. Class B ................ 21,600 $ 1,778,328 ASSET MANAGEMENT & CUSTODY BANKS--1.4% State Street Corp. ................................. 23,000 1,336,070 COMMUNICATIONS EQUIPMENT--2.0% Qualcomm, Inc. ..................................... 46,800 1,875,276 COMPUTER HARDWARE--4.3% Diebold, Inc.(c) ................................... 40,000 1,624,800 International Business Machines Corp. .............. 30,610 2,351,460 ------------ 3,976,260 ------------ DATA PROCESSING & OUTSOURCED SERVICES--2.0% Automatic Data Processing, Inc. .................... 41,730 1,892,456 DEPARTMENT STORES--1.5% Nordstrom, Inc. .................................... 38,100 1,390,650 DIVERSIFIED BANKS--4.4% U.S. Bancorp ....................................... 47,000 1,451,360 Wells Fargo & Co. .................................. 38,680 2,594,654 ------------ 4,046,014 ------------ DIVERSIFIED COMMERCIAL & PROFESSIONAL SERVICES--1.8% Cintas Corp. ....................................... 42,000 1,669,920 ELECTRIC UTILITIES--1.5% Southern Co. (The) ................................. 42,200 1,352,510 SHARES VALUE --------- ------------ FOOTWEAR--2.0% Nike, Inc. Class B ................................. 22,800 $ 1,846,800 HEALTH CARE EQUIPMENT--3.3% Biomet, Inc. ....................................... 41,600 1,301,664 Medtronic, Inc. .................................... 37,800 1,773,576 ------------ 3,075,240 ------------ HOUSEHOLD PRODUCTS--3.1% Procter & Gamble Co. (The) ......................... 52,000 2,891,200 HYPERMARKETS & SUPER CENTERS--5.2% Costco Wholesale Corp. ............................. 33,900 1,936,707 Wal-Mart Stores, Inc. .............................. 61,100 2,943,187 ------------ 4,879,894 ------------ INDUSTRIAL CONGLOMERATES--6.4% 3M Co. ............................................. 26,200 2,116,174 General Electric Co. ............................... 116,860 3,851,706 ------------ 5,967,880 ------------ INDUSTRIAL MACHINERY--1.6% Illinois Tool Works, Inc. .......................... 32,240 1,531,400 INTEGRATED OIL & GAS--10.1% Chevron Corp. ...................................... 34,500 2,141,070 ConocoPhillips ..................................... 49,000 3,210,970 Exxon Mobil Corp. .................................. 66,240 4,063,824 ------------ 9,415,864 ------------ INTEGRATED TELECOMMUNICATION SERVICES--3.0% AT&T, Inc. ......................................... 100,300 2,797,367 12 See Notes to Financial Statements PHOENIX RISING DIVIDENDS FUND SHARES VALUE --------- ------------ INVESTMENT BANKING & BROKERAGE--2.7% Morgan Stanley ..................................... 39,600 $ 2,503,116 LIFE & HEALTH INSURANCE--3.4% AFLAC, Inc. ........................................ 36,500 1,691,775 MetLife, Inc. ...................................... 28,500 1,459,485 ------------ 3,151,260 ------------ MOVIES & ENTERTAINMENT--1.5% Walt Disney Co. (The) .............................. 47,600 1,428,000 MULTI-LINE INSURANCE--2.7% American International Group, Inc. ................. 42,200 2,491,910 OIL & GAS EXPLORATION & PRODUCTION--1.1% Apache Corp. ....................................... 14,500 989,625 OTHER DIVERSIFIED FINANCIAL SERVICES--5.3% Bank of America Corp. .............................. 51,800 2,491,580 Citigroup, Inc. .................................... 50,200 2,421,648 ------------ 4,913,228 ------------ PERSONAL PRODUCTS--1.7% Avon Products, Inc. ................................ 50,300 1,559,300 PHARMACEUTICALS--7.2% Abbott Laboratories ................................ 33,200 1,447,852 Johnson & Johnson .................................. 63,870 3,827,090 Wyeth .............................................. 32,000 1,421,120 ------------ 6,696,062 ------------ PUBLISHING & PRINTING--2.0% Gannett Co., Inc. .................................. 32,900 1,840,097 REGIONAL BANKS--1.5% Synovus Financial Corp. ............................ 52,600 1,408,628 SEMICONDUCTORS--5.3% Intel Corp. ........................................ 140,500 2,662,475 Linear Technology Corp. ............................ 67,900 2,273,971 ------------ 4,936,446 ------------ SOFT DRINKS--4.9% Coca-Cola Co. (The) ................................ 56,360 2,424,607 PepsiCo, Inc. ...................................... 34,900 2,095,396 ------------ 4,520,003 ------------ SHARES VALUE --------- ------------ SPECIALTY CHEMICALS--2.8% Sigma-Aldrich Corp.(c) ............................. 35,200 $ 2,556,928 SYSTEMS SOFTWARE--1.8% Microsoft Corp. .................................... 72,480 1,688,784 - ----------------------------------------------------------------------------- TOTAL DOMESTIC COMMON STOCKS (IDENTIFIED COST $87,697,196) 92,406,516 - ----------------------------------------------------------------------------- TOTAL LONG TERM INVESTMENTS--99.4% (IDENTIFIED COST $87,697,196) 92,406,516 - ----------------------------------------------------------------------------- SHORT-TERM INVESTMENTS--3.2% MONEY MARKET MUTUAL FUNDS--2.6% State Street Navigator Prime Plus (5.06% seven day effective yield)(b) ............................ 2,411,494 2,411,494 PAR VALUE (000) --------- COMMERCIAL PAPER(d)--0.6% UBS Americas 5.27%, 7/3/06 ......................... $ 555 554,837 - ----------------------------------------------------------------------------- TOTAL SHORT-TERM INVESTMENTS (IDENTIFIED COST $2,966,331) 2,966,331 - ----------------------------------------------------------------------------- TOTAL INVESTMENTS--102.6% (IDENTIFIED COST $90,663,527) 95,372,847(a) Other assets and liabilities, net--(2.6)% (2,408,752) ------------ NET ASSETS--100.0% $ 92,964,095 ============ (a) Federal Income Tax Information: Net unrealized appreciation of investment securities is comprised of gross appreciation of $7,255,533 and gross depreciation of $3,260,672 for federal income tax purposes. At June 30, 2006, the aggregate cost of securities for federal income tax purposes was $91,377,986. (b) Represents security purchased with cash collateral received for securities on loan. (c) All or a portion of security is on loan. (d) The rate shown is the discount rate. See Notes to Financial Statements 13 PHOENIX RISING DIVIDENDS FUND STATEMENT OF ASSETS AND LIABILITIES JUNE 30, 2006 (UNAUDITED) ASSETS Investment securities at value, including $2,359,327 of securities on loan (Identified cost $90,663,527) $ 95,372,847 Cash 2,121 Receivables Dividends 108,654 Fund shares sold 82,947 Trustee retainer 2,351 Prepaid expenses 20,237 ------------ Total assets 95,589,157 ------------ LIABILITIES Payables Fund shares repurchased 102,114 Upon return of securities loaned 2,411,494 Investment advisory fee 58,322 Professional fee 15,804 Transfer agent fee 13,803 Financial agent fee 9,612 Distribution and service fees 5,583 Other accrued expenses 8,330 ------------ Total liabilities 2,625,062 ------------ NET ASSETS $ 92,964,095 ============ NET ASSETS CONSIST OF: Capital paid in on shares of beneficial interest $ 99,811,996 Undistributed net investment income 247,733 Accumulated net realized loss (11,804,954) Net unrealized appreciation 4,709,320 ------------ NET ASSETS $ 92,964,095 ============ CLASS X Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $78,655,169) 5,091,197 Net asset value and offering price per share $15.45 CLASS A Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $10,109,260) 655,907 Net asset value per share $15.41 Offering price per share $15.41/(1-5.75%) $16.35 CLASS B Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $2,233,394) 146,366 Net asset value and offering price per share $15.26 CLASS C Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $1,966,272) 128,787 Net asset value and offering price per share $15.27 STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2006 (UNAUDITED) INVESTMENT INCOME Dividends $ 1,078,016 Interest 25,465 Security lending 1,402 ------------ Total investment income 1,104,883 ------------ EXPENSES Investment advisory fee 370,455 Service fees, Class A 14,242 Distribution and service fees, Class B 12,608 Distribution and service fees, Class C 10,981 Financial agent fee 46,006 Transfer agent 32,320 Registration 26,041 Printing 17,694 Professional 14,866 Trustees 12,071 Custodian 6,410 Miscellaneous 11,669 ------------ Total expenses 575,363 Custodian fees paid indirectly (28) ------------ Net expenses 575,335 ------------ NET INVESTMENT INCOME (LOSS) 529,548 ------------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments 1,063,480 Net change in unrealized appreciation (depreciation) on investments (1,629,672) ------------ NET GAIN (LOSS) ON INVESTMENTS (566,192) ------------ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ (36,644) ============ 14 See Notes to Financial Statements PHOENIX RISING DIVIDENDS FUND STATEMENT OF CHANGES IN NET ASSETS Six Months Ended Year Ended June 30, 2006 December 31, (Unaudited) 2005 ------------- -------------- FROM OPERATIONS Net investment income (loss) $ 529,548 $ 1,250,576 Net realized gain (loss) 1,063,480 5,582,035 Net change in unrealized appreciation (depreciation) (1,629,672) (8,998,282) ------------- -------------- INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS (36,644) (2,165,671) ------------- -------------- FROM DISTRIBUTIONS TO SHAREHOLDERS Net investment income, Class X (327,856) (1,324,154) Net investment income, Class A (28,816) (424,144) Net investment income, Class B (1,909) (9,192) Net investment income, Class C (1,715) (8,278) ------------- -------------- DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (360,296) (1,765,768) ------------- -------------- FROM SHARE TRANSACTIONS CLASS X Proceeds from sales of shares (86,627 and 436,950 shares, respectively) 1,357,400 6,804,544 Net asset value of shares issued from reinvestment of distributions (12,683 and 48,431 shares, respectively) 193,542 759,875 Cost of shares repurchased (487,175 and 1,059,956 shares, respectively) (7,606,839) (16,369,469) ------------- -------------- Total (6,055,897) (8,805,050) ------------- -------------- CLASS A Proceeds from sales of shares (48,181 and 552,328 shares, respectively) 753,693 8,601,133 Net asset value of shares issued from reinvestment of distributions (1,831 and 26,708 shares, respectively) 27,886 416,489 Cost of shares repurchased (226,464 and 3,101,744 shares, respectively) (3,555,710) (48,397,862) ------------- -------------- Total (2,774,131) (39,380,240) ------------- -------------- CLASS B Proceeds from sales of shares (3,362 and 22,646 shares, respectively) 52,143 349,846 Net asset value of shares issued from reinvestment of distributions (111 and 382 shares, respectively) 1,679 5,949 Cost of shares repurchased (36,356 and 33,260 shares, respectively) (561,995) (513,247) ------------- -------------- Total (508,173) (157,452) ------------- -------------- CLASS C Proceeds from sales of shares (5,843 and 30,780 shares, respectively) 91,313 475,661 Net asset value of shares issued from reinvestment of distributions (109 and 473 shares, respectively) 1,639 7,366 Cost of shares repurchased (32,964 and 74,357 shares, respectively) (511,411) (1,141,833) ------------- -------------- Total (418,459) (658,806) ------------- -------------- INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (9,756,660) (49,001,548) ------------- -------------- NET INCREASE (DECREASE) IN NET ASSETS (10,153,600) (52,932,987) NET ASSETS Beginning of period 103,117,695 156,050,682 ------------- -------------- END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $247,733 AND $78,481, RESPECTIVELY) $ 92,964,095 $ 103,117,695 ============= ============== See Notes to Financial Statements 15 PHOENIX RISING DIVIDENDS FUND FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD) CLASS X ------------------------------------------------------------------------------ SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30,2006 ------------------------------------------------------------- (UNAUDITED) 2005 2004 2003 2002 2001 Net asset value, beginning of period $ 15.53 $ 15.95 $ 15.40 $ 13.03 $ 15.81 $ 17.97 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss) 0.09(2) 0.16(2) 0.20(2) 0.07(2) 0.06 0.05 Net realized and unrealized gain (loss) (0.11) (0.35) 0.53 2.33 (2.78) (2.03) --------- -------- -------- -------- -------- -------- TOTAL FROM INVESTMENT OPERATIONS (0.02) (0.19) 0.73 2.40 (2.72) (1.98) --------- -------- -------- -------- -------- -------- LESS DISTRIBUTIONS Dividends from net investment income (0.06) (0.23) (0.18) (0.03) (0.06) (0.05) Distributions from net realized gain -- -- -- -- -- (0.13) --------- -------- -------- -------- -------- -------- TOTAL DISTRIBUTIONS (0.06) (0.23) (0.18) (0.03) (0.06) (0.18) --------- -------- -------- -------- -------- -------- Change in net asset value (0.08) (0.42) 0.55 2.37 (2.78) (2.16) --------- -------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD $ 15.45 $ 15.53 $ 15.95 $ 15.40 $ 13.03 $ 15.81 ========= ======== ======== ======== ======== ======== Total return (0.10)%(3) (1.19)% 4.76% 18.45% (17.25)% (11.03)% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $ 78,655 $ 85,075 $ 96,558 $ 82,361 $ 77,263 $104,770 RATIO TO AVERAGE NET ASSETS OF: Operating expenses 1.09%(4) 1.04% 1.04% 1.19% 1.04% 0.95% Net investment income (loss) 1.15%(4) 1.04% 1.25% 0.53% 0.42% 0.30% Portfolio turnover 27%(3) 33% 22% 26% 26% 32% CLASS A ------------------------------------------------------------------------- SIX MONTHS FROM INCEPTION ENDED YEAR ENDED DECEMBER 31, AUGUST 30, 2002 JUNE 30, 2006 ------------------------------------ TO DECEMBER 31, (UNAUDITED) 2005 2004 2003 2002 Net asset value, beginning of period $ 15.49 $ 15.91 $ 15.35 $ 13.02 $ 13.53 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss) 0.07(2) 0.12(2) 0.17(2) 0.05(2) --(5) Net realized and unrealized gain (loss) (0.11) (0.35) 0.53 2.31 (0.51) --------- -------- -------- -------- -------- TOTAL FROM INVESTMENT OPERATIONS (0.04) (0.23) 0.70 2.36 (0.51) --------- -------- -------- -------- -------- LESS DISTRIBUTIONS Dividends from net investment income (0.04) (0.19) (0.14) (0.03) -- --------- -------- -------- -------- -------- TOTAL DISTRIBUTIONS (0.04) (0.19) (0.14) (0.03) -- --------- -------- -------- -------- -------- Change in net asset value (0.08) (0.42) 0.56 2.33 (0.51) --------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD $ 15.41 $ 15.49 $ 15.91 $ 15.35 $ 13.02 ========= ======== ======== ======== ======== Total return(1) (0.23)%(3) (1.43)% 4.61% 18.06% (3.77)%(3) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $ 10,109 $ 12,894 $ 53,369 $ 28,988 $ 4,012 RATIO TO AVERAGE NET ASSETS OF: Operating expenses 1.34%(4) 1.29% 1.28% 1.44% 1.29%(4) Net investment income (loss) 0.88%(4) 0.76% 1.09% 0.36% 0.17%(4) Portfolio turnover 27%(3) 33% 22% 26% 26%(3) (1) Sales charges are not reflected in the total return calculation. (2) Computed using average shares outstanding. (3) Not annualized. (4) Annualized. (5) Amount is less than $0.01. 16 See Notes to Financial Statements PHOENIX RISING DIVIDENDS FUND FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD) CLASS B ------------------------------------------------------------------------- SIX MONTHS FROM INCEPTION ENDED YEAR ENDED DECEMBER 31, AUGUST 30, 2002 JUNE 30, 2006 ------------------------------------ TO DECEMBER 31, (UNAUDITED) 2005 2004 2003 2002 Net asset value, beginning of period $ 15.36 $ 15.76 $ 15.20 $ 12.98 $ 13.53 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss) 0.01(4) 0.01(4) 0.06(4) (0.06)(4) (0.01) Net realized and unrealized gain (0.10) (0.36) 0.52 2.30 (0.54) --------- -------- -------- -------- -------- TOTAL FROM INVESTMENT OPERATIONS (0.09) (0.35) 0.58 2.24 (0.55) --------- -------- -------- -------- -------- LESS DISTRIBUTIONS Dividends from net investment income (0.01) (0.05) (0.02) (0.02) -- --------- -------- -------- -------- -------- TOTAL DISTRIBUTIONS (0.01) (0.05) (0.02) (0.02) -- --------- -------- -------- -------- -------- Change in net asset value (0.10) (0.40) 0.56 2.22 (0.55) --------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD $ 15.26 $ 15.36 $ 15.76 $ 15.20 $ 12.98 ========= ======== ======== ======== ======== Total return(1) (0.57)%(2) (2.22)% 3.80% 17.29% (4.07)%(2) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $ 2,233 $ 2,754 $ 2,987 $ 1,717 $ 336 RATIO TO AVERAGE NET ASSETS OF: Operating expenses 2.09%(3) 2.05% 2.04% 2.19% 2.04%(3) Net investment income (loss) 0.14%(3) 0.05% 0.36% (0.47)% (0.58)%(3) Portfolio turnover 27%(2) 33% 22% 26% 26%(2) CLASS C ------------------------------------------------------------------------- SIX MONTHS FROM INCEPTION ENDED YEAR ENDED DECEMBER 31, AUGUST 30, 2002 JUNE 30, 2006 ------------------------------------ TO DECEMBER 31, (UNAUDITED) 2005 2004 2003 2002 Net asset value, beginning of period $ 15.37 $ 15.77 $ 15.20 $ 12.98 $ 13.53 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss) 0.01(4) 0.01(4) 0.05(4) (0.06)(4) (0.01) Net realized and unrealized gain (0.10) (0.36) 0.54 2.30 (0.54) --------- -------- -------- -------- -------- TOTAL FROM INVESTMENT OPERATIONS (0.09) (0.35) 0.59 2.24 (0.55) --------- -------- -------- -------- -------- LESS DISTRIBUTIONS Dividends from net investment income (0.01) (0.05) (0.02) (0.02) -- --------- -------- -------- -------- -------- TOTAL DISTRIBUTIONS (0.01) (0.05) (0.02) (0.02) -- --------- -------- -------- -------- -------- Change in net asset value (0.10) (0.40) 0.57 2.22 (0.55) --------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD $ 15.27 $ 15.37 $ 15.77 $ 15.20 $ 12.98 ========= ======== ======== ======== ======== Total return(1) (0.57)%(2) (2.22)% 3.85% 17.24% (4.07)%(2) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $ 1,966 $ 2,395 $ 3,137 $ 1,952 $ 575 RATIO TO AVERAGE NET ASSETS OF: Operating expenses 2.09%(3) 2.05% 2.04% 2.19% 2.04%(3) Net investment income (loss) 0.14%(3) 0.05% 0.32% (0.47)% (0.58)%(3) Portfolio turnover 27%(2) 33% 22% 26% 26%(2) (1) Sales charges are not reflected in the total return calculation. (2) Not annualized. (3) Annualized. (4) Computed using average shares outstanding. See Notes to Financial Statements 17 PHOENIX SMALL-MID CAP FUND ABOUT YOUR FUND'S EXPENSES (UNAUDITED) We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of the Small-Mid Cap Fund, you incur two types of costs: (1) transaction costs, including sales charges on purchases of Class A shares and contingent deferred sales charges on Class B and Class C shares; and (2) ongoing costs, including investment advisory fees; distribution and service fees; and other expenses. Class X shares are sold without a sales charge and do not incur distribution and service fees. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. ACTUAL EXPENSES The first line of the accompanying tables provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the accompanying tables provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges or contingent deferred sales charges. Therefore, the second line of the accompanying tables is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs could have been higher. The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions. Beginning Ending Expenses Paid Small Mid-Cap Fund Account Value Account Value During Class X December 31, 2005 June 30, 2006 Period* - ----------------------- ----------------- ------------- ------------- Actual $ 1,000.00 $ 1,033.40 $ 6.15 Hypothetical (5% return before expenses) 1,000.00 1,018.68 6.12 * EXPENSES ARE EQUAL TO THE FUND'S CLASS X ANNUALIZED EXPENSE RATIO OF 1.22%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. Beginning Ending Expenses Paid Small Mid-Cap Fund Account Value Account Value During Class A December 31, 2005 June 30, 2006 Period* - ----------------------- ----------------- ------------- ------------- Actual $ 1,000.00 $ 1,032.30 $ 7.41 Hypothetical (5% return before expenses) 1,000.00 1,017.42 7.38 * EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 1.47%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. Beginning Ending Expenses Paid Small Mid-Cap Fund Account Value Account Value During Class B December 31, 2005 June 30, 2006 Period* - ----------------------- ----------------- ------------- ------------- Actual $ 1,000.00 $ 1,028.70 $ 11.17 Hypothetical (5% return before expenses) 1,000.00 1,013.65 11.15 * EXPENSES ARE EQUAL TO THE FUND'S CLASS B ANNUALIZED EXPENSE RATIO OF 2.22%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. Beginning Ending Expenses Paid Small Mid-Cap Fund Account Value Account Value During Class C December 31, 2005 June 30, 2006 Period* - ----------------------- ----------------- ------------- ------------- Actual $ 1,000.00 $ 1,028.60 $ 11.17 Hypothetical (5% return before expenses) 1,000.00 1,013.65 11.15 * EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 2.22%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. YOU CAN FIND MORE INFORMATION ABOUT THE FUND'S EXPENSES IN THE FINANCIAL STATEMENTS SECTION THAT FOLLOWS. FOR ADDITIONAL INFORMATION ON OPERATING EXPENSES AND OTHER SHAREHOLDER COSTS REFER TO THE PROSPECTUS. 18 PHOENIX SMALL-MID CAP FUND - -------------------------------------------------------------------------------- SECTOR WEIGHTINGS (UNAUDITED) 6/30/06 - -------------------------------------------------------------------------------- As a percentage of total investments [THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.] Financials 19% Information Technology 19 Industrials 16 Consumer Discretionary 12 Energy 6 Materials 6 Consumer Staples 3 Other 19 SCHEDULE OF INVESTMENTS JUNE 30, 2006 (UNAUDITED) SHARES VALUE --------- ------------ DOMESTIC COMMON STOCKS--98.9% ADVERTISING--3.5% Catalina Marketing Corp.(d) ........................ 146,010 $ 4,155,445 AIR FREIGHT & LOGISTICS--5.0% Pacer International, Inc.(d) ....................... 183,000 5,962,140 APPLICATION SOFTWARE--8.8% Fair Isaac Corp.(d) ................................ 146,585 5,322,501 Jack Henry & Associates, Inc.(d) ................... 265,815 5,225,923 ------------ 10,548,424 ------------ ASSET MANAGEMENT & CUSTODY BANKS--4.7% Eaton Vance Corp.(d) ............................... 228,508 5,703,560 DIVERSIFIED COMMERCIAL & PROFESSIONAL SERVICES--5.4% Cintas Corp.(d) .................................... 53,565 2,129,745 Copart, Inc.(b)(d) ................................. 176,500 4,334,840 ------------ 6,464,585 ------------ ELECTRONIC EQUIPMENT MANUFACTURERS--3.8% Mettler-Toledo International, Inc.(b) .............. 75,000 4,542,750 ENVIRONMENTAL & FACILITIES SERVICES--2.3% Stericycle, Inc.(b)(d) ............................. 43,400 2,825,340 GENERAL MERCHANDISE STORES--2.3% 99 Cents Only Stores(b)(d) ......................... 260,000 2,719,600 HEALTH CARE SERVICES--2.1% Pediatrix Medical Group, Inc.(b) ................... 55,000 2,491,500 HOMEFURNISHING RETAIL--4.6% Rent-A-Center, Inc.(b)(d) .......................... 221,250 5,500,275 SHARES VALUE --------- ------------ HOUSEHOLD PRODUCTS--3.0% Church & Dwight Co., Inc. .......................... 98,000 $ 3,569,160 INDUSTRIAL CONGLOMERATES--2.3% Teleflex, Inc.(d) .................................. 50,610 2,733,952 INDUSTRIAL MACHINERY--3.1% Donaldson Co., Inc.(d) ............................. 110,200 3,732,474 INSURANCE BROKERS--2.3% Brown & Brown, Inc.(d) ............................. 95,600 2,793,432 IT CONSULTING & OTHER SERVICES--3.3% SRA International, Inc. Class A(b)(d) .............. 148,000 3,941,240 LIFE & HEALTH INSURANCE--3.8% StanCorp Financial Group, Inc. ..................... 89,000 4,530,990 OFFICE ELECTRONICS--2.2% Zebra Technologies Corp. Class A(b)(d) ............. 79,300 2,708,888 OFFICE SERVICES & SUPPLIES--1.5% Mine Safety Appliances Co. ......................... 45,000 1,809,000 OIL & GAS EQUIPMENT & SERVICES--7.0% Universal Compression Holdings, Inc.(b) ............ 134,000 8,437,980 PAPER PACKAGING--4.1% Bemis Co., Inc.(d) ................................. 162,944 4,989,345 PROPERTY & CASUALTY INSURANCE--3.3% Cincinnati Financial Corp.(d) ...................... 85,674 4,027,535 REGIONAL BANKS--5.0% UCBH Holdings, Inc.(d) ............................. 365,000 6,037,100 See Notes to Financial Statements 19 PHOENIX SMALL-MID CAP FUND SHARES VALUE --------- ------------ REINSURANCE--4.0% Reinsurance Group of America, Inc.(d) .............. 98,600 $ 4,846,190 SEMICONDUCTORS--4.7% Microchip Technology, Inc. ......................... 168,000 5,636,400 SPECIALIZED CONSUMER SERVICES--4.4% Regis Corp.(d) ..................................... 147,000 5,234,670 SPECIALTY CHEMICALS--2.4% Valspar Corp. (The)(d) ............................. 109,040 2,879,746 - ----------------------------------------------------------------------------- TOTAL DOMESTIC COMMON STOCKS (IDENTIFIED COST $93,623,207) 118,821,721 - ----------------------------------------------------------------------------- TOTAL LONG TERM INVESTMENTS--98.9% (IDENTIFIED COST $93,623,207) 118,821,721 - ----------------------------------------------------------------------------- SHORT-TERM INVESTMENTS--20.6% MONEY MARKET MUTUAL FUNDS--19.6% State Street Navigator Prime Plus (5.06% seven day effective yield)(c) ...................... 23,512,756 23,512,756 PAR VALUE (000) --------- COMMERCIAL PAPER(e)--1.0% UBS Americas 5.27%, 7/3/06 ......................... $ 1,202 1,201,648 - ----------------------------------------------------------------------------- TOTAL SHORT-TERM INVESTMENTS (IDENTIFIED COST $24,714,404) 24,714,404 - ----------------------------------------------------------------------------- TOTAL INVESTMENTS--119.5% (IDENTIFIED COST $118,337,611) 143,536,125(a) Other assets and liabilities, net--(19.5)% (23,437,902) ------------ NET ASSETS--100.0% $120,098,223 ============ (a) Federal Income Tax Information: Net unrealized appreciation of investment securities is comprised of gross appreciation of $26,460,357 and gross depreciation of $1,261,843 for federal income tax purposes. At June 30, 2006, the aggregate cost of securities for federal income tax purposes was $118,337,611. (b) Non-income producing. (c) Represents security purchased with cash collateral received for securities on loan. (d) All or a portion of security is on loan. (e) The rate shown is the discount rate. 20 See Notes to Financial Statements PHOENIX SMALL-MID CAP FUND STATEMENT OF ASSETS AND LIABILITIES JUNE 30, 2006 (UNAUDITED) ASSETS Investment securities at value, including $22,932,871 of securities on loan (Identified cost $118,337,611) $143,536,125 Cash 1,677 Receivables Investment securities sold 1,914,573 Fund shares sold 227,594 Dividends 71,595 Trustee retainer 938 Prepaid expenses 21,347 ------------ Total assets 145,773,849 ------------ LIABILITIES Payables Investment securities purchased 1,777,280 Fund shares repurchased 214,988 Upon return of securities loaned 23,512,756 Investment advisory fee 84,221 Transfer agent fee 27,510 Distribution and service fees 20,235 Financial agent fee 11,532 Other accrued expenses 27,104 ------------ Total liabilities 25,675,626 ------------ NET ASSETS $120,098,223 ============ NET ASSETS CONSIST OF: Capital paid in on shares of beneficial interest $ 81,987,009 Accumulated net investment loss (360,808) Accumulated net realized gain 13,273,508 Net unrealized appreciation 25,198,514 ------------ NET ASSETS $120,098,223 ============ CLASS X Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $69,047,614) 3,233,451 Net asset value and offering price per share $21.35 CLASS A Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $35,289,567) 1,667,990 Net asset value per share $21.16 Offering price per share $21.16/(1-5.75%) $22.45 CLASS B Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $3,256,982) 158,205 Net asset value and offering price per share $20.59 CLASS C Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $12,504,060) 606,718 Net asset value and offering price per share $20.61 STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2006 (UNAUDITED) INVESTMENT INCOME Dividends $ 530,150 Interest 28,302 Security lending 11,588 ------------ Total investment income 570,040 ------------ EXPENSES Investment advisory fee 554,769 Service fees, Class A 46,489 Distribution and service fees, Class B 18,538 Distribution and service fees, Class C 68,324 Financial agent fee 55,990 Transfer agent 84,990 Registration 27,199 Printing 25,415 Professional 14,963 Trustees 13,491 Custodian 7,380 Miscellaneous 13,300 ------------ Total expenses 930,848 ------------ NET INVESTMENT INCOME (LOSS) (360,808) ------------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments 14,118,660 Net change in unrealized appreciation (depreciation) on investments (9,245,380) ------------ NET GAIN (LOSS) ON INVESTMENTS 4,873,280 ------------ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 4,512,472 ============ See Notes to Financial Statements 21 PHOENIX SMALL-MID CAP FUND STATEMENT OF CHANGES IN NET ASSETS Six Months Ended Year Ended June 30, 2006 December 31, (Unaudited) 2005 ------------- -------------- FROM OPERATIONS Net investment income (loss) $ (360,808) $ (653,688) Net realized gain (loss) 14,118,660 18,147,704 Net change in unrealized appreciation (depreciation) (9,245,380) (15,195,581) ------------- -------------- INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 4,512,472 2,298,435 ------------- -------------- FROM DISTRIBUTIONS TO SHAREHOLDERS Net realized long-term gains, Class X (2,085,738) -- Net realized long-term gains, Class A (1,067,445) -- Net realized long-term gains, Class B (104,741) -- Net realized long-term gains, Class C (381,369) -- ------------- -------------- DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (3,639,293) -- ------------- -------------- FROM SHARE TRANSACTIONS CLASS X Proceeds from sales of shares (229,271 and 477,066 shares, respectively) 5,092,883 9,519,100 Net asset value of shares issued from reinvestment of distributions (80,431 and 0 shares, respectively) 1,669,761 -- Cost of shares repurchased (750,150 and 1,287,633 shares, respectively) (16,643,532) (25,745,311) ------------- -------------- Total (9,880,888) (16,226,211) ------------- -------------- CLASS A Proceeds from sales of shares (197,372 and 847,062 shares, respectively) 4,353,232 16,653,578 Net asset value of shares issued from reinvestment of distributions (42,355 and 0 shares, respectively) 871,248 -- Cost of shares repurchased (376,811 and 2,626,953 shares, respectively) (8,279,148) (52,735,024) ------------- -------------- Total (3,054,668) (36,081,446) ------------- -------------- CLASS B Proceeds from sales of shares (9,000 and 70,155 shares, respectively) 192,759 1,363,205 Net asset value of shares issued from reinvestment of distributions (4,404 and 0 shares, respectively) 88,158 -- Cost of shares repurchased (46,781 and 95,771 shares, respectively) (999,459) (1,863,646) ------------- -------------- Total (718,542) (500,441) ------------- -------------- CLASS C Proceeds from sales of shares (72,846 and 128,207 shares, respectively) 1,544,505 2,482,794 Net asset value of shares issued from reinvestment of distributions (13,401 and 0 shares, respectively) 268,551 -- Cost of shares repurchased (161,028 and 325,669 shares, respectively) (3,455,299) (6,363,844) ------------- -------------- Total (1,642,243) (3,881,050) ------------- -------------- INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (15,296,341) (56,689,148) ------------- -------------- NET INCREASE (DECREASE) IN NET ASSETS (14,423,162) (54,390,713) NET ASSETS Beginning of period 134,521,385 188,912,098 ------------- -------------- END OF PERIOD (INCLUDING ACCUMULATED NET INVESTMENT LOSS AND UNDISTRIBUTED NET INVESTMENT INCOME OF $(360,808) AND $0, RESPECTIVELY) $ 120,098,223 $ 134,521,385 ============= ============== 22 See Notes to Financial Statements PHOENIX SMALL-MID CAP FUND FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD) CLASS X ------------------------------------------------------------------------------- SIX MONTHS ENDED JUNE 30, 2006 YEAR ENDED DECEMBER 31, (UNAUDITED) ---------------------------------------------------------------- 2005 2004 2003 2002 2001 Net asset value, beginning of period $ 21.31 $ 20.70 $ 18.17 $ 14.34 $ 17.70 $ 17.19 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss) (0.04)(4) (0.04)(4) (0.06)(4) (0.05)(4) (0.06) (0.01) Net realized and unrealized gain (loss) 0.73 0.65 2.59 3.88 (3.30) 1.15 -------- -------- -------- -------- -------- -------- TOTAL FROM INVESTMENT OPERATIONS 0.69 0.61 2.53 3.83 (3.36) 1.14 -------- -------- -------- -------- -------- -------- LESS DISTRIBUTIONS Dividends from net investment income -- -- -- -- -- (0.01) Distributions from net realized gains (0.65) -- -- -- -- (0.62) -------- -------- -------- -------- -------- -------- TOTAL DISTRIBUTIONS (0.65) -- -- -- -- (0.63) -------- -------- -------- -------- -------- -------- Change in net asset value 0.04 0.61 2.53 3.83 (3.36) 0.51 -------- -------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD $ 21.35 $ 21.31 $ 20.70 $ 18.17 $ 14.34 $ 17.70 ======== ======== ======== ======== ======== ======== Total return 3.34%(2) 2.95% 13.92% 26.71% (18.98)% 6.40% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $ 69,048 $ 78,290 $ 92,838 $103,269 $ 98,112 $ 95,138 RATIO TO AVERAGE NET ASSETS OF: Operating expenses 1.22%(3) 1.17% 1.15% 1.26% 1.22% 1.17% Net investment income (loss) (0.35)%(3) (0.18)% (0.32)% (0.35)% (0.38)% (0.14)% Portfolio turnover 17%(2) 22% 16% 17% 16% 17% CLASS A ---------------------------------------------------------------------- FROM INCEPTION SIX MONTHS AUGUST 30, ENDED YEAR ENDED DECEMBER 31, 2002 TO JUNE 30, 2006 ---------------------------------------- DECEMBER 31, (UNAUDITED) 2005 2004 2003 2002 Net asset value, beginning of period $ 21.15 $ 20.59 $ 18.12 $ 14.34 $ 15.29 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss) (0.07)(4) (0.09)(4) (0.10)(4) (0.09)(4) (0.02) Net realized and unrealized gain (loss) 0.73 0.65 2.57 3.87 (0.93) -------- -------- -------- -------- -------- TOTAL FROM INVESTMENT OPERATIONS 0.66 0.56 2.47 3.78 (0.95) -------- -------- -------- -------- -------- LESS DISTRIBUTIONS Distributions from net realized gains (0.65) -- -- -- -- -------- -------- -------- -------- -------- TOTAL DISTRIBUTIONS (0.65) -- -- -- -- -------- -------- -------- -------- -------- Change in net asset value 0.01 0.56 2.47 3.78 (0.95) -------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD $ 21.16 $ 21.15 $ 20.59 $ 18.12 $ 14.34 ======== ======== ======== ======== ======== Total return(1) 3.23%(2) 2.72% 13.63% 26.36% (6.21)%(2) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $ 35,290 $ 38,170 $ 73,825 $ 39,656 $ 2,086 RATIO TO AVERAGE NET ASSETS OF: Operating expenses 1.47%(3) 1.42% 1.41% 1.51% 1.47%(3) Net investment income (loss) (0.60)%(3) (0.45)% (0.55)% (0.60)% 0.62%(3) Portfolio turnover 17%(2) 22% 16% 17% 16%(2) (1) Sales charges are not reflected in the total return calculation. (2) Not annualized. (3) Annualized. (4) Computed using average shares outstanding. See Notes to Financial Statements 23 PHOENIX SMALL-MID CAP FUND FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD) CLASS B ---------------------------------------------------------------------- FROM INCEPTION SIX MONTHS AUGUST 30, ENDED YEAR ENDED DECEMBER 31, 2002 TO JUNE 30, 2006 ---------------------------------------- DECEMBER 31, (UNAUDITED) 2005 2004 2003 2002 Net asset value, beginning of period $ 20.67 $ 20.27 $ 17.94 $ 14.30 $ 15.29 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss) (0.14)(4) (0.23)(4) (0.24)(4) (0.20)(4) (0.02) Net realized and unrealized gain (loss) 0.71 0.63 2.57 3.84 (0.97) -------- -------- -------- -------- -------- TOTAL FROM INVESTMENT OPERATIONS 0.57 0.40 2.33 3.64 (0.99) -------- -------- -------- -------- -------- LESS DISTRIBUTIONS Distributions from net realized gains (0.65) -- -- -- -- -------- -------- -------- -------- -------- TOTAL DISTRIBUTIONS (0.65) -- -- -- -- -------- -------- -------- -------- -------- Change in net asset value (0.08) 0.40 2.33 3.64 (0.99) -------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD $ 20.59 $ 20.67 $ 20.27 $ 17.94 $ 14.30 ======== ======== ======== ======== ======== Total return(1) 2.87%(2) 1.97% 12.99% 25.45% (6.47)%(2) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $ 3,257 $ 3,960 $ 4,404 $ 2,709 $ 626 RATIO TO AVERAGE NET ASSETS OF: Operating expenses 2.22%(3) 2.19% 2.16% 2.26% 2.22%(3) Net investment income (loss) (1.35)%(3) (1.19)% (1.31)% (1.35)% (1.37)%(3) Portfolio turnover 17%(2) 22% 16% 17% 16%(2) CLASS C ---------------------------------------------------------------------- FROM INCEPTION SIX MONTHS AUGUST 30, ENDED YEAR ENDED DECEMBER 31, 2002 TO JUNE 30, 2006 ---------------------------------------- DECEMBER 31, (UNAUDITED) 2005 2004 2003 2002 Net asset value, beginning of period $ 20.69 $ 20.30 $ 17.96 $ 14.31 $ 15.29 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss) (0.14)(4) (0.23)(4) (0.24)(4) (0.20)(4) (0.03) Net realized and unrealized gain (loss) 0.71 0.62 2.58 3.85 (0.95) -------- -------- -------- -------- -------- TOTAL FROM INVESTMENT OPERATIONS 0.57 0.39 2.34 3.65 (0.98) -------- -------- -------- -------- -------- LESS DISTRIBUTIONS Distributions from net realized gains (0.65) -- -- -- -- -------- -------- -------- -------- -------- TOTAL DISTRIBUTIONS (0.65) -- -- -- -- -------- -------- -------- -------- -------- Change in net asset value (0.08) 0.39 2.34 3.65 (0.98) -------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD $ 20.61 $ 20.69 $ 20.30 $ 17.96 $ 14.31 ======== ======== ======== ======== ======== Total return(1) 2.86%(2) 1.92% 13.03% 25.59% (6.47)%(2) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $ 12,504 $ 14,102 $ 17,845 $ 12,565 $ 572 RATIO TO AVERAGE NET ASSETS OF: Operating expenses 2.22%(3) 2.19% 2.16% 2.26% 2.22%(3) Net investment income (loss) (1.35)%(3) (1.19)% (1.31)% (1.35)% (1.37)%(3) Portfolio turnover 17%(2) 22% 16% 17% 16%(2) (1) Sales charges are not reflected in the total return calculation. (2) Not annualized. (3) Annualized. (4) Computed using average shares outstanding. 24 See Notes to Financial Statements PHOENIX ASSET TRUST NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 (UNAUDITED) 1. ORGANIZATION Phoenix Asset Trust (the "Trust") (formerly Phoenix-Kayne Funds) is organized as a Delaware business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. Currently three Funds are offered for sale (each a "Fund") The Phoenix CA Intermediate Tax-Free Bond Fund ("CA Bond Fund") is a non-diversified fund and seeks income exempt from federal and California state personal income taxes. The Phoenix Rising Dividends Fund ("Rising Dividends Fund") is a diversified fund and seeks long-term capital appreciation, with dividend income as a secondary consideration. The Phoenix Small-Mid Cap Fund ("Small-Mid Cap Fund") is a diversified fund and seeks long-term capital appreciation, with dividend income as a secondary consideration. The Funds offer the following classes of shares for sale: Class X Class A Class B Class C ------- ------- ------- ------- CA Bond Fund ....................... X -- -- -- Rising Dividends Fund .............. X X X X Small-Mid Cap Fund ................. X X X X Class X shares are sold without a sales charge. Class A shares are sold with a front-end sales charge of up to 5.75%. Generally, Class A shares are not subject to any charges by the funds when redeemed; however, a 1% contingent deferred sales charge may be imposed on certain redemptions within one year on purchases on which a finder's fee has been paid. Class B shares are sold with a contingent deferred sales charge, which declines from 5% to zero depending on the period of time the shares are held. Class C shares are sold with a 1% contingent deferred sales charge if redeemed within one year of purchase. Each class of shares has identical voting, dividend, liquidation and other rights and the same terms and conditions, except that each class bears different distribution and/or service expenses and has exclusive voting rights with respect to its distribution plan. Class X bears no distribution and/or service expenses. Income and expenses and realized and unrealized gains and losses of each Fund are borne pro rata by the holders of each class of shares. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. A. SECURITY VALUATION: 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 are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. As required, some securities and assets may be valued at fair value as determined in good faith by or under the direction of the Trustees. 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, significant 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 these 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. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market. B. SECURITY TRANSACTIONS AND RELATED INCOME: Security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date, or in the case of certain foreign securities, as soon as the Fund is notified. Interest income is recorded on the accrual basis. Each Fund amortizes premiums and accretes discounts using the effective interest method. Realized gains and losses are determined on the identified cost basis. C. INCOME TAXES: Each Fund is treated as a separate taxable entity. It is the policy of each Fund in the Trust to comply with the requirements of the Internal Revenue Code and to distribute substantially all of its taxable income to its shareholders. Therefore, no provision for federal income taxes or excise taxes has been made. The Trust may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. Each Fund will accrue such taxes and recoveries as applicable based upon current interpretations of the tax rules and regulations that exist in the markets in which they invest. In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes." This standard defines the threshold for recognizing 25 PHOENIX ASSET TRUST NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 (UNAUDITED) (CONTINUED) the benefits of tax-return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. FIN 48 is effective as of the beginning of the first fiscal year beginning after December 15, 2006 (January 1, 2007 for calendar-year companies), with early application permitted if no interim financial statements have been issued. At adoption, companies must adjust their financial statements to reflect only those tax positions that are more likely-than-not to be sustained as of the adoption date. As of June 30, 2006, the Funds have not completed their evaluation of the impact that will result from adopting FIN 48. D. DISTRIBUTIONS TO SHAREHOLDERS: Distributions are recorded by each Fund on the ex-dividend date. For the CA Bond Fund, income distributions are recorded daily. 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 of America. These differences may include the treatment of non-taxable dividends, market premium and discount, non-deductible expenses, expiring capital loss carryovers, foreign currency gain or loss, gain or loss on futures contracts, partnerships, operating losses and losses deferred due to wash sales. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to capital paid in on shares of beneficial interest. E. EXPENSES: Expenses incurred by the Trust with respect to more than one Fund are allocated in proportion to the net assets of each Fund, except where allocation of direct expense to each Fund or an alternative allocation method can be more appropriately made. F. FOREIGN CURRENCY TRANSLATION: Foreign securities and other assets and liabilities are valued using the foreign currency exchange rate effective at the end of the reporting period. Cost of investments is translated at the currency exchange rate effective at the trade date. The gain or loss resulting from a change in currency exchange rates between the trade and settlement date of a portfolio transaction is treated as a gain or loss on foreign currency. Likewise, the gain or loss resulting from a change in currency exchange rates between the date income is accrued and paid is treated as a gain or loss on foreign currency. The Trust does not isolate that portion of the results of operations arising from either changes in exchange rates or in the market prices of securities. G. FOREIGN SECURITY COUNTRY DETERMINATION: A combination of the following criteria is used to assign the countries of risk listed in the schedules of investments: country of incorporation, actual building address, primary exchange on which the security is traded and country in which the greatest percentage of company revenue is generated. H. SECURITIES LENDING: Certain Funds may loan securities to qualified brokers through an agreement with State Street Bank and Trust (the "Custodian"). Under the terms of the agreement, the Fund receives collateral with a market value not less than 100% of the market value of loaned securities. Collateral is adjusted daily in connection with changes in the market value of securities on loan. Collateral may consist of cash, securities issued or guaranteed by the U.S. Government or its agencies and the sovereign debt of foreign countries. Cash collateral has been invested in a short-term money market fund. Dividends earned on the collateral and premiums paid by the borrower are recorded as income by the Fund net of fees and rebates charged by the Custodian for its services in connection with this securities lending program. Lending portfolio securities involves a risk of delay in the recovery of the loaned securities or in the foreclosure on collateral. 3. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS Kayne Anderson Rudnick Investment Management, LLC ("Kayne") (the "Adviser") is the investment adviser to the Funds. Kayne is a wholly-owned subsidiary of Phoenix Investment Partners, Ltd. ("PXP"). PXP is an indirect, wholly-owned subsidiary of The Phoenix Companies, Inc. ("PNX"). As compensation for its services to the Funds, the Adviser is entitled to a fee based upon the following annual rates as a percentage of the average daily net assets of each Fund: CA Bond Fund ................................................ 0.50% Rising Dividends Fund ....................................... 0.75% Small-Mid Cap Fund .......................................... 0.85% The Adviser has contractually agreed to reimburse the CA Bond Fund's total annual operating expenses (excluding interest, taxes, and extraordinary expenses) through April 30, 2007, so that such expenses do not exceed 0.75%. The Adviser will not seek to recapture any operating expenses reimbursed under this agreement. As distributor of each Fund's shares, Phoenix Equity Planning Corporation ("PEPCO") an indirect wholly-owned subsidiary of PNX, has advised the Funds that it retained net selling commissions and deferred sales charges for the six-months (the "period") ended June 30, 2006, as follows: Class A Class B Class C Net Selling Deferred Deferred Commissions Sales Charges Sales Charges ----------- ------------- ------------- Rising Dividends Fund ............ $240 $8,427 $ 80 Small-Mid Cap Fund ............... 878 6,575 2,615 26 PHOENIX ASSET TRUST NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 (UNAUDITED) (CONTINUED) In addition, each Fund pays PEPCO distribution and/or service fees at an annual rate of 0.25% for Class A shares, 1.00% for Class B shares and 1.00% for Class C shares applied to the average daily net assets of each respective Class. Under certain circumstances, shares of certain Phoenix Funds may be exchanged for shares of the same class of certain other Phoenix Funds on the basis of the relative net asset values per share at the time of the exchange. On exchanges with share classes that carry a contingent deferred sales charge, the CDSC schedule of the original shares purchased continues to apply. As financial agent of the Trust, PEPCO receives a financial agent fee equal to the sum of (1) the documented cost to PEPCO to provide oversight of the performance of PFPC Inc. (subagent to PEPCO), plus (2) the documented cost of fund accounting, tax services and related services provided by PFPC Inc. For the period ended June 30, 2006, the Trust incurred financial agent fees totaling $128,933. PEPCO serves as the Trust's transfer agent with State Street Bank and Trust Company serving as subtransfer agent. For the period ended June 30, 2006, transfer agent fees were $124,837 as reported in the Statements of Operations, of which PEPCO retained the following: Transfer Agent Fee Retained -------------- Small-Mid Cap Fund ............................................. $4,746 At June 30, 2006, PNX and its affiliates, the retirement plans of PNX and its affiliates, and Phoenix affiliated Funds held shares which aggregated the following: Aggregate Net Asset Shares Value ------- ----------- Rising Dividends Fund Class B ...................................... 7,442 $ 113,565 Class C ...................................... 7,437 113,563 Small-Mid Cap Fund.............................. 1,806 37,186 4. PURCHASES AND SALES OF SECURITIES Purchases and sales of securities (excluding U.S. Government and agency securities and short-term securities) for the period ended June 30, 2006, were as follows: Purchases Sales ----------- ----------- CA Bond Fund ................................... $ 4,910,403 $10,236,415 Rising Dividends Fund .......................... 25,967,477 34,366,887 Small-Mid Cap Fund ............................. 22,381,260 42,183,097 There were no purchases or sales of long-term U.S. Government and agency securities for the period ended June 30, 2006. 5. 10% SHAREHOLDERS As June 30, 2006, certain Funds had individual shareholder accounts and/or omnibus shareholder accounts (which are comprised of a group of individual shareholders), which individually amounted to more than 10% of the total shares outstanding of the fund as detailed below. The shareholders are not affiliated with PNX. % Shares Outstanding ----------- CA Bond Fund ............................................. 70.8% Rising Dividends Fund .................................... 11.6 6. ASSET CONCENTRATIONS Certain Funds may invest a high percentage of their assets in specific sectors of the market in their pursuit of a greater investment return. Fluctuations in these sectors of concentration may have a greater impact on a Fund, positive or negative, than if a Fund did not concentrate its investments in such sectors. The CA Bond Fund invests primarily in California municipal securities and is more susceptible to economic, political and other developments that may adversely affect issuers of such securities than a more geographically diversified fund. Such developments could result in certain adverse consequences including impairing the market value and marketability of the securities, as well as impairing the ability of certain issuers of California municipal securities to pay principal and interest on their obligations. At June 30, 2006, the CA Bond Fund was invested 96.8% in California municipal securities. 7. INDEMNIFICATIONS Under the Funds' organizational documents, their trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, the Funds enter into contracts that contain a variety of indemnifications. The Funds' maximum exposure under these arrangements is unknown. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote. 8. REGULATORY EXAMS Federal and state regulatory authorities from time to time make inquiries and conduct examinations regarding compliance by The Phoenix Companies, Inc. and its subsidiaries (collectively "the Company") with securities and other laws and regulations affecting their registered products. During 2004 and 2005, the Boston District Office of the Securities and Exchange Commission ("SEC") conducted an examination of the Company's investment company and investment adviser affiliates. Following the examination, the staff of the Boston District Office issued a deficiency letter noting perceived weaknesses in procedures for monitoring trading to prevent market timing activity prior to 2004. The staff requested the Company to conduct an analysis as to whether shareholders, policyholders and contract holders who 27 PHOENIX ASSET TRUST NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 (UNAUDITED) (CONTINUED) invested in the funds that may have been affected by undetected market timing activity had suffered harm and to advise the staff whether the Company believes reimbursement is necessary or appropriate under the circumstances. Market timing is an investment technique involving frequent short-term trading of mutual fund shares that is designed to exploit market movements or inefficiencies in the way mutual fund companies price their shares. A third party was retained to assist the Company in preparing the analysis. In 2005, based on the third party analysis the Company notified the staff at the SEC Boston District Office that reimbursements were not appropriate under the circumstances. The Company does not believe that the outcome of this matter will be material to these financial statements. 9. FEDERAL INCOME TAX INFORMATION The Funds have capital loss carryovers which may be used to offset future capital gains, as follows: Expiration Year 2006 2010 2011 Total -------- ---------- ---------- ----------- Rising Dividends Fund .. $ -- $6,937,638 $4,873,757 $11,811,395 Small-Mid Cap Fund ..... 838,736 -- -- 838,736 The Funds may not realize the benefit of these losses to the extent each Fund does not realize gains on investments prior to the expiration of the capital loss carryovers. 28 PHOENIX ASSET TRUST 101 Munson Street Greenfield, MA 01301-9668 TRUSTEES E. Virgil Conway Harry Dalzell-Payne Daniel T. Geraci Francis E. Jeffries Leroy Keith, Jr. Marilyn E. LaMarche Philip R. McLoughlin, Chairman Geraldine M. McNamara James M. Oates Richard E. Segerson Ferdinand L. J. Verdonck OFFICERS Daniel T. Geraci, President George R. Aylward, Executive Vice President Nancy G. Curtiss, Senior Vice President Francis G. Waltman, Senior Vice President Marc Baltuch, Vice President and Chief Compliance Officer W. Patrick Bradley, Chief Financial Officer and Treasurer Kevin J. Carr, Vice President, Counsel, Secretary and Chief Legal Officer INVESTMENT ADVISER Kayne Anderson Rudnick Investment Management, LLC 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067-4212 PRINCIPAL UNDERWRITER Phoenix Equity Planning Corporation One American Row Hartford, CT 06103-2899 TRANSFER AGENT Phoenix Equity Planning Corporation One American Row Hartford, CT 06103-2899 CUSTODIAN State Street Bank and Trust Company P.O. Box 5501 Boston, MA 02206-5501 HOW TO CONTACT US Mutual Fund Services 1-800-243-1574 Advisor Consulting Group 1-800-243-4361 Telephone Orders 1-800-367-5877 Text Telephone 1-800-243-1926 Web site PHOENIXFUNDS.COM - -------------------------------------------------------------------------------- IMPORTANT NOTICE TO SHAREHOLDERS The Securities and Exchange Commission has modified mailing regulations for semiannual and annual shareholder fund reports to allow mutual fund companies to send a single copy of these reports to shareholders who share the same mailing address. If you would like additional copies, please call Mutual Fund Services at 1-800-243-1574. - -------------------------------------------------------------------------------- (This page has been left blank intentionally.) (This page has been left blank intentionally.) (This page has been left blank intentionally.) (This page has been left blank intentionally.) (This page has been left blank intentionally.) (This page has been left blank intentionally.) (This page has been left blank intentionally.) --------------- PRESORTED STANDARD U.S. POSTAGE PAID Louisville, KY Permit No. 1051 --------------- [LOGO] PHOENIXFUNDS(SM) PHOENIX EQUITY PLANNING CORPORATION P.O. Box 150480 Hartford, CT 06115-0480 For more information about Phoenix mutual funds, please call your financial representative, contact us at 1-800-243-1574 or visit PHOENIXFUNDS.COM. NOT INSURED BY FDIC/NCUSIF OR ANY FEDERAL GOVERNMENT AGENCY. NO BANK GUARANTEE. NOT A DEPOSIT. MAY LOSE VALUE. PXP1739 8-06 BPD27038 ITEM 2. CODE OF ETHICS. Not applicable. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's board of trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR 240.14a-101), or this Item. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Not applicable. (a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not applicable. (b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (registrant) Phoenix Asset Trust -------------------------------------------------------------------- By (Signature and Title)* /s/ George R. Aylward ------------------------------------------------------- George R. Aylward, Executive Vice President (principal executive officer) Date September 5, 2006 --------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ George R. Aylward ------------------------------------------------------- George R. Aylward, Executive Vice President (principal executive officer) Date September 5, 2006 --------------------------------------------------------------------------- By (Signature and Title)* /s/ W. Patrick Bradley ------------------------------------------------------ W. Patrick Bradley, Chief Financial Officer and Treasurer (principal financial officer) Date September 5, 2006 --------------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature.