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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0582
WASHINGTON, DC 20549 Expires: March 31, 2006
Estimated average burden
FORM N-PX hours per response..14.4
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number 811-21371
---------------------------------------------
Phoenix Adviser Trust
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(Exact name of registrant as specified in charter)
101 Munson Street Greenfield, MA 01301
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(Address of principal executive offices) (Zip code)
John Flores, Esq. Phoenix Life Ins. Co.,
One American Row Hartford, CT 06102
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(Name and address of agent for service)
Registrant's telephone number, including area code: 800-243-1574
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Date of fiscal year end: 2/28
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Date of reporting period: 7/1/05 - 6/30/06
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Form N-PX is to be used by a registered management investment company,
other than a small business investment company registered on Form N-5 (Sections
239.24 and 274.5 of this chapter), to file reports with the Commission, not
later than August 31 of each year, containing the registrant's proxy voting
record for the most recent twelve-month period ended June 30, pursuant to
section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder
(17 CFR 270.30b1-4). The Commission may use the information provided on Form
N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form
N-PX, and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-PX
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 the Secretary, Securities and Exchange Commission, 450 Fifth Street,
NW, Washington, DC 20549-0609. The OMB has reviewed this collection of
information under the clearance requirements of 44 U.S.C. Section 3507.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-21371
Reporting Period: 07/01/2005 - 06/30/2006
Phoenix Adviser Trust
=========== PHOENIX FOCUSED VALUE FUND (FORMERLY JANUS FOCUSED VALUE ===========
=========== FUND) ===========
AMERICAN INTERNATIONAL GROUP, INC.
Ticker: AIG Security ID: 026874107
Meeting Date: AUG 11, 2005 Meeting Type: Annual
Record Date: JUN 24, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director M. Aidinoff For For Management
1.2 Elect Director P. Chia For For Management
1.3 Elect Director M. Cohen For Withhold Management
1.4 Elect Director W. Cohen For For Management
1.5 Elect Director M. Feldstein For For Management
1.6 Elect Director E. Futter For For Management
1.7 Elect Director S. Hammerman For For Management
1.8 Elect Director C. Hills For For Management
1.9 Elect Director R. Holbrooke For For Management
1.10 Elect Director D. Kanak For For Management
1.11 Elect Director G. Miles, Jr For For Management
1.12 Elect Director M. Offit For For Management
1.13 Elect Director M. Sullivan For For Management
1.14 Elect Director E. Tse For For Management
1.15 Elect Director F. Zarb For For Management
2 Ratify Auditors For For Management
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DIAGEO PLC (FORMERLY GUINNESS PLC)
Ticker: DEO Security ID: 25243Q205
Meeting Date: OCT 18, 2005 Meeting Type: Annual
Record Date: SEP 1, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 REPORTS AND ACCOUNTS 2005 For For Management
2 DIRECTORS REMUNERATION REPORT 2005 For For Management
3 DECLARATION OF FINAL DIVIDEND For For Management
4 RE-ELECTION OF LORD BLYTH OF ROWINGTON For For Management
(MEMBER OF NOMINATION COMMITTEE)
5 RE-ELECTION OF MS M LILJA (MEMBER OF For For Management
AUDIT, NOMINATION AND REMUNERATION
COMMITTEE)
6 RE-ELECTION OF MR WS SHANAHAN (MEMBER OF For For Management
AUDIT, NOMINATION AND REMUNERATION
COMMITTEE)
7 ELECTION OF DR FB HUMER (MEMBER OF AUDIT, For For Management
NOMINATION AND REMUNERATION COMMITTEE)
8 Ratify Auditors For For Management
9 AUTHORITY TO ALLOT RELEVANT SECURITIES For For Management
10 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Management
11 AUTHORITY TO PURCHASE OWN ORDINARY SHARES For For Management
12 AUTHORITY TO MAKE EU POLITICAL For For Management
DONATIONS/EXPENDITURE
13 ADOPTION OF NEW ARTICLES OF ASSOCIATION For For Management
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FREDDIE MAC
Ticker: FRE Security ID: 313400301
Meeting Date: JUL 15, 2005 Meeting Type: Annual
Record Date: MAY 27, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Barbara T. Alexander For For Management
1.2 Elect Director Geoffrey T. Boisi For For Management
1.3 Elect Director Joan E. Donoghue For For Management
1.4 Elect Director Michelle Engler For For Management
1.5 Elect Director Richard Karl Goeltz For For Management
1.6 Elect Director Thomas S. Johnson For For Management
1.7 Elect Director William M. Lewis, Jr. For For Management
1.8 Elect Director Eugene M. Mcquade For For Management
1.9 Elect Director Shaun F. O'Malley For For Management
1.10 Elect Director Ronald F. Poe For For Management
1.11 Elect Director Stephen A. Ross For For Management
1.12 Elect Director Richard F. Syron For For Management
1.13 Elect Director William J. Turner For For Management
2 Ratify Auditors For For Management
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GENERAL MILLS, INC.
Ticker: GIS Security ID: 370334104
Meeting Date: SEP 26, 2005 Meeting Type: Annual
Record Date: JUL 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Paul Danos For For Management
1.2 Elect Director William T. Esrey For For Management
1.3 Elect Director Raymond V. Gilmartin For For Management
1.4 Elect Director Judith Richards Hope For For Management
1.5 Elect Director Heidi G. Miller For For Management
1.6 Elect Director H. Ochoa-Brillembourg For For Management
1.7 Elect Director Steve Odland For For Management
1.8 Elect Director Michael D. Rose For For Management
1.9 Elect Director Robert L. Ryan For For Management
1.10 Elect Director Stephen W. Sanger For For Management
1.11 Elect Director A. Michael Spence For For Management
1.12 Elect Director Dorothy A. Terrell For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Hire Advisor/Maximize Shareholder Value Against Against Shareholder
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NESTLE SA
Ticker: NSRGY Security ID: 641069406
Meeting Date: AUG 26, 2005 Meeting Type: Annual
Record Date: JUL 26, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 SHARE CAPITAL - SHARES - RESTRICTIONS. None Did Not Management
ABOLISH THIS 3% VOTING LIMIT? FOR=NO Vote
CHANGE//AGAINST=NO
OPINION//WITHHOLD=ABOLISH THE ARTICLE
2 ORGANISATION OF THE COMPANY - SPECIAL None Did Not Management
QUORUM. ABOLISH THE NEED FOR SPECIAL Vote
QUORUMS? FOR=NO CHANGE//AGAINST=NO
OPINION//WITHHOLD=ABOLISH THE ARTICLE
3 ORGANISATION OF THE COMPANY - QUALIFIED None Did Not Management
MAJORITIES. ABOLISH NEED FOR QUALIFIED Vote
MAJORITIES OF PRESENT SHAREHOLDERS?
FOR=NO CHANGE//AGAINST=NO
OPINION//WITHHOLD=ABOLISH THE ARTICLE
4 BOARD OF DIRECTORS - TERM OF OFFICE. IN None Did Not Management
VIEW OF THE COMPLEXITY OF THE GROUP, MY Vote
PREFERENCE IS A TERM OF OFFICE DIRECTORS.
FOR=5 YEARS//AGAINST=4 YEARS//WITHHOLD=3
YEARS
5 AUDITOR - TERM OF OFFICE. IN VIEW OF THE None Did Not Management
COMPLEXITY OF THE GROUP, MY PREFERENCE IS Vote
A TERM OF OFFICE FOR AUDITORS. FOR=3
YEARS//AGAINST=2 YEARS//WITHHOLD=1 YEAR
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SIGNET GROUP PLC (FORMERLY RATNERS)
Ticker: SIG Security ID: 82668L872
Meeting Date: DEC 14, 2005 Meeting Type: Special
Record Date: NOV 18, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 TO APPROVE THE 2005 LONG TERM INCENTIVE For For Management
PLAN
============== PHOENIX FOREIGN OPPORTUNITIES FUND (FORMERLY JANUS ==============
============== INTERNATIONAL EQUITY FUND) ==============
BARRATT DEVELOPMENTS PLC
Ticker: Security ID: G08288105
Meeting Date: NOV 17, 2005 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and Statutory For For Management
Reports
2 Approve Final Dividend of 17.99 Pence Per For For Management
Share
3 Re-elect Charles Toner as Director For Against Management
4 Re-elect David Pretty as Director For For Management
5 Re-elect Harold Walker as Director For For Management
6 Elect Bill Shannon as Director For For Management
7 Reappoint PricewaterhouseCoopers LLP as For For Management
Auditors and Authorise the Board to
Determine Their Remuneration
8 Approve Remuneration Report For For Management
9 Approve Barratt Developments plc For For Management
Co-Investment Plan
10 Approve Barratt Developments plc For For Management
Long-Term Performance Plan
11 Approve Proposed Performance Targets for For For Management
Future Awards Under the Barratt
Developments plc Long-Term Performance
Plan
12 Authorise Issue of Equity or For For Management
Equity-Linked Securities with Pre-emptive
Rights up to Aggregate Nominal Amount of
GBP 5,798,886
13 Authorise Issue of Equity or For For Management
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 1,210,056
14 Authorise 24,201,114 Ordinary Shares for For For Management
Market Purchase
15 Adopt New Articles of Association For For Management
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BHARTI AIRTEL LTD(FRMLY BHARTI TELE-VENTURES LTD)
Ticker: Security ID: Y0885K108
Meeting Date: NOV 26, 2005 Meeting Type: Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Increase in Limit on Foreign For For Management
Shareholding
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COLRUYT SA
Ticker: Security ID: B26882165
Meeting Date: OCT 18, 2005 Meeting Type: Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
I.1 Receive Directors' Report Re: Capital None None Management
Increase Reserved to Company Employees
I.2 Receive and Auditors' Report None None Management
I.3 Authorize Issuance of 200,000 New Shares For For Management
I.4 Set Issue Price for Capital Increase at For For Management
20 Percent Discount of Market Value
I.5 Cancel Preemptive Rights for Issuance For For Management
Above
I.6 Decide on Maximum Capital Increase For For Management
Pursuant to Share Issuance
I.7 Set Subscription Dates For For Management
I.8 Authorize Directors to Implement Above For For Management
Resolutions
II.1 Receive Directors' Report on Share None None Management
Repurchase
II.2 Authorize Repurchase of Up to 3.5 Million For For Management
Shares
III.1 Receive Directors' Report Re: Capital None None Management
Increase
III.2 Amend Articles to Increase Authorized For For Management
Capital to EUR 148.8 Million
III.3 Increase Authorized Capital For For Management
III.4 Amend Articles to Reflect Share For For Management
Repurchase Authority
IV Ratify Share Transfer to Stichting For For Management
Administratiekantoor Klaperco
V Elect S.P.R.L. Delvaux Transfer, For For Management
Represented by Willy Delvaux, as
Independent Director
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COLRUYT SA
Ticker: Security ID: B26882165
Meeting Date: SEP 21, 2005 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Directors' and Auditors' Reports; For For Management
Approve Report of Business Council
2.1 Accept Financial Statements For For Management
2.2 Accept Consolidated Financial Statements For For Management
and Statutory Reports
3 Approve Dividends of EUR 2.44 per Share For For Management
4 Approve Allocation of Income For For Management
5 Approve Profit Participation of Employees For For Management
Through Allotment of Repurchased Shares
of S.A. Ets Fr. Colruyt
6 Approve Discharge of Directors For For Management
7 Approve Discharge of Auditors For For Management
8.1 Reelect Frans Colruyt, S.A. Herbeco, and For Against Management
S.A. Farik as Directors
8.2.1 Confirm End of Term and Non-Reappointment For For Management
of Rene De Wit as Director
8.2.2 Confirm End of Term and Non-Reappointment For For Management
of Piet Colruyt as Director
9 Receive Communication Re: Corporate For Against Management
Governance; Approve Board Proposals Re:
Compliance with Corporate Governance
Guidelines
10 Allow Questions None None Management
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COMPANHIA SOUZA CRUZ
Ticker: Security ID: P26663107
Meeting Date: OCT 25, 2005 Meeting Type: Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Amend Bylaws Re: Corporate Purpose, For Did Not Management
Residency Requirements to Serve on the Vote
Board, Dividends, and Consolidate
Modifications
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DIAGEO PLC (FORMERLY GUINNESS PLC)
Ticker: DGEAF Security ID: G42089113
Meeting Date: OCT 18, 2005 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and Statutory For For Management
Reports
2 Approve Remuneration Report For For Management
3 Approve Final Dividend of 18.2 Pence Per For For Management
Share
4 Re-elect Lord Blyth of Rowington as For For Management
Director
5 Re-elect Maria Lilja as Director For For Management
6 Re-elect William Shanahan as Director For For Management
7 Elect Franz Humer as Director For For Management
8 Reappoint KPMG Audit Plc as Auditors and For For Management
Authorise the Board to Determine Their
Remuneration
9 Authorise Issue of Equity or For For Management
Equity-Linked Securities with Pre-emptive
Rights up to Aggregate Nominal Amount of
GBP 291,272,000
10 Authorise Issue of Equity or For For Management
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 44,132,121
11 Authorise 305,041,222 Ordinary Shares for For For Management
Market Purchase
12 Authorise the Company to Make EU For For Management
Political Organisation Donations up to
GBP 200,000 and Incur EU Political
Expenditure up to GBP 200,000
13 Adopt New Articles of Association For For Management
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ESPRIT HOLDINGS
Ticker: Security ID: G3122U129
Meeting Date: DEC 2, 2005 Meeting Type: Annual
Record Date: NOV 29, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and Statutory For For Management
Reports
2 Approve Final Dividend of HK$0.66 Per For For Management
Share
3 Approve Special Dividend of HK$0.84 Per For For Management
Share
4a Reelect Michael Ying Lee Yuen as Director For For Management
and Authorize Board to Fix His
Remuneration
4b Reelect Thomas Johannes Grote as Director For For Management
and Authorize Board to Fix His
Remuneration
4c Reelect Raymond Or Ching Fai as Director For For Management
and Authorize Board to Fix His
Remuneration
5 Reappoint PricewaterhouseCoopers as For For Management
Auditors and Authorize Board to Fix Their
Remuneration
6 Approve Repurchase of Up to 10 Percent of For For Management
Issued Capital
7 Approve Issuance of Equity or For Against Management
Equity-Linked Securities without
Preemptive Rights
8 Authorize Reissuance of Repurchased For For Management
Shares
9 Approve Issuance of Shares Pursuant to For Against Management
the 2001 Share Option Scheme
10 Amend Bylaws Re: Voting By Poll and For For Management
Appointment and Retirement by Rotation of
Directors
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MACQUARIE BANK LTD
Ticker: MBL Security ID: Q56993167
Meeting Date: JUL 28, 2005 Meeting Type: Annual
Record Date: JUL 26, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Receive Financial Statements and None None Management
Statutory Reports
2 Elect PM Kirby as Director For For Management
3 Elect JR Niland as Director For For Management
4 Elect HM Nugent as Director For For Management
5 Approve the Increase of the Maximum For For Management
Aggregate Remuneration for Voting
Directors
6 Approve the Giving of Benefits of the For For Management
Bank Under the Bank's Directors Profit
Share Plan and a Superannuation Fund and
the Entitlement of Any Officer of the
Bank or Its Child Entities to Termination
Benefits
7 Approve Grant of Up to 180,000 Options to For For Management
AE Moss
8 Approve Grant of Up to 16,000 Options to For For Management
MRG Johnson
9 Approve Grant of Up to 5,620 Options to For For Management
LG Cox
10 Approve Grant of Up to 25,000 Options to For For Management
DS Clarke
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NESTLE SA
Ticker: NSRGY Security ID: H57312466
Meeting Date: AUG 26, 2005 Meeting Type: Annual
Record Date: JUL 26, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 SHARE CAPITAL - SHARES - RESTRICTIONS. None Did Not Management
ABOLISH THIS 3% VOTING LIMIT? FOR=NO Vote
CHANGE//AGAINST=NO
OPINION//WITHHOLD=ABOLISH THE ARTICLE
2 ORGANISATION OF THE COMPANY - SPECIAL None Did Not Management
QUORUM. ABOLISH THE NEED FOR SPECIAL Vote
QUORUMS? FOR=NO CHANGE//AGAINST=NO
OPINION//WITHHOLD=ABOLISH THE ARTICLE
3 ORGANISATION OF THE COMPANY - QUALIFIED None Did Not Management
MAJORITIES. ABOLISH NEED FOR QUALIFIED Vote
MAJORITIES OF PRESENT SHAREHOLDERS?
FOR=NO CHANGE//AGAINST=NO
OPINION//WITHHOLD=ABOLISH THE ARTICLE
4 BOARD OF DIRECTORS - TERM OF OFFICE. IN None Did Not Management
VIEW OF THE COMPLEXITY OF THE GROUP, MY Vote
PREFERENCE IS A TERM OF OFFICE DIRECTORS.
FOR=5 YEARS//AGAINST=4 YEARS//WITHHOLD=3
YEARS
5 AUDITOR - TERM OF OFFICE. IN VIEW OF THE None Did Not Management
COMPLEXITY OF THE GROUP, MY PREFERENCE IS Vote
A TERM OF OFFICE FOR AUDITORS. FOR=3
YEARS//AGAINST=2 YEARS//WITHHOLD=1 YEAR
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REMGRO LTD
Ticker: Security ID: S6873K106
Meeting Date: AUG 26, 2005 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and Statutory For For Management
Reports for Year Ended March 31, 2005
2 Approve Remuneration of Directors of Up For For Management
to ZAR 1.72 Million For Year Ended March
31, 2005
3 Reelect W.E. Burhmann as Director For For Management
4 Reelect J.W. Dreyer as Director For For Management
5 Reelect E. de la H. Hertzog as Director For For Management
6 Reelect J. A. Preller as Director For For Management
7 Reelect T. van Wyk as Director For For Management
8 Place 26 Million Ordinary Shares of ZAR For For Management
0.01 and 5 Million 'B' Ordinary Shares
of ZAR 0.10 Per Share under Control of
Directors
9 Amend Rules of the Remgro Share Scheme For For Management
10 Authorize Repurchase of Up to 20 Percent For For Management
of Issued Share Capital
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SINGAPORE AIRPORT TERMINAL SERVICES LTD
Ticker: Security ID: Y7992U101
Meeting Date: JUL 19, 2005 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Adopt Financial Statements and Directors' For For Management
and Auditors' Reports
2 Declare Final Dividend of SGD 0.06 Per For For Management
Share
3 Reelect Ow Chin Hock as Director For For Management
4 Reelect Ng Kee Choe as Director For For Management
5 Elect Khaw Kheng Joo as Director For For Management
6 Reappoint Ernst & Young as Auditors and For For Management
Authorize Board to Fix Their Remuneration
7 Approve Directors' Fees of SGD 532,879.5 For For Management
for the Year Ended Mar. 31, 2005 (2004:
SGD 411,600.0)
8 Approve Issuance of Shares and Grant of For Against Management
Options Pursuant to the SATS Employee
Share Option Plan
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SINGAPORE AIRPORT TERMINAL SERVICES LTD
Ticker: Security ID: Y7992U101
Meeting Date: JUL 19, 2005 Meeting Type: Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Amend Articles of Association For Against Management
2 Approve Issuance of Shares without For For Management
Preemptive Rights
3 Approve Mandate for Transactions with For For Management
Related Parties
4 Approve SATS Restricted Share Plan For Against Management
5 Approve SATS Performance Share Plan For Against Management
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TABCORP HOLDINGS LTD
Ticker: Security ID: Q8815D101
Meeting Date: NOV 28, 2005 Meeting Type: Annual
Record Date: NOV 26, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Receive Financial Statements and None None Management
Statutory Reports
2 Elect P. J. Dwyer as Director For For Management
3 Approve Remuneration Report For For Management
4 Approve Increase in Remuneration of For For Management
Directors to a Maximum Sum of AUD 2
Million
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WOOLWORTHS LTD.
Ticker: WOW Security ID: Q98418108
Meeting Date: NOV 25, 2005 Meeting Type: Annual
Record Date: NOV 23, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Receive Financial Statements and For For Management
Statutory Reports
2 Adopt Remuneration Report For For Management
3a Elect Leon Michael L'Huillier as Director For For Management
3b Elect Roderick Sheldon Deane as Director For For Management
4 Approve Remuneration of Directors in the For Against Management
Amount of AUD 1.75 Million
========== END NPX REPORT=
SIGNATURES
Pursuant to the requirements of 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 Adviser Trust
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By (Signature and Title)* Daniel T. Geraci, President
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Date August 24, 2006
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