EXHIBIT INDEX
EXHIBIT A:
Attachment to item 77B:
Accountants report on internal control
EXHIBIT B:
Attachment to item 77C: Submission of matters to a vote of
Security holders.
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EXHIBIT A:
Report of Independent Accountants
To the Board of Trustees and Shareholders of
Phoenix-Seneca Funds
In planning and performing our audits of the financial
statements of Phoenix-Seneca Bond Fund, Phoenix-Seneca Mid-Cap
"EDGE" Fund and Phoenix-Seneca Real Estate Securities Fund
(constituting Phoenix-Seneca Funds, hereinafter referred to as
the "Fund") for the year ended September 30, 2000, we
considered its internal control, including control activities
for safeguarding securities, in order to determine our auditing
procedures for the purpose of expressing our opinion on the
financial statements and to comply with the requirements of
Form N-SAR, not to provide assurance on internal control.
The management of the Fund is responsible for establishing and
maintaining internal control. In fulfilling this
responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit
pertain to the entity's objective of preparing financial
statements for external purposes that are fairly presented in
conformity with generally accepted accounting principles.
Those controls include the safeguarding of assets against
unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or
fraud may occur and not be detected. Also, projection of any
evaluation of internal control to future periods is subject to
the risk that controls may become inadequate because of changes
in conditions or that the effectiveness of their design and
operation may deteriorate.
Our consideration of internal control would not necessarily
disclose all matters in internal control that might be material
weaknesses under standards established by the American
Institute of Certified Public Accountants. A material weakness
is a condition in which the design or operation of one or more
of the internal control components does not reduce to a
relatively low level the risk that misstatements caused by
error or fraud in amounts that would be material in relation to
the financial statements being audited may occur and not be
detected within a timely period by employees in the normal
course of performing their assigned functions. However, we
noted no matters involving internal control and its operation,
including controls for safeguarding securities, that we
consider to be material weaknesses as defined above as of
September 30, 2000.
This report is intended solely for the information and use of
the Board of Trustees, management and the Securities and
Exchange Commission and is not intended to be and should not be
used by anyone other than these specified parties.
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 14, 2000
EXHIBIT B:
RESULTS OF SHAREHOLDER MEETING (Unaudited)
A special meeting of Shareholders of the Phoenix-Seneca
Funds was held on September 14, 2000 to approve the
following matters:
1. Amend the fundamental investment restrictions
regarding diversification (Phoenix-Seneca Bond Fund
and Phoenix-Seneca Mid-Cap "EDGE"SM Fund only).
2. Amend the fundamental investment restriction
regarding industry concentration (Phoenix-Seneca
Bond Fund and Phoenix-Seneca Mid-Cap "EDGE"SM Fund
only).
3. Amend the fundamental investment restriction for
each of the Funds regarding borrowing.
4. Amend the fundamental investment restriction for
each of the Funds regarding the issuance of senior
securities.
5. Amend the fundamental investment restriction for
each of the Funds regarding underwriting.
6. Amend the fundamental investment restriction for
each of the Funds regarding investing in real
estate.
7. Amend the fundamental investment restriction for
each of the Funds regarding commodities.
8. Amend the fundamental investment restriction for
each of the Funds regarding lending.
9. Amend the fundamental investment restriction for
each of the Funds regarding the purchase of
securities on margin.
10. Approve a new Rule
12b-1 Distribution Plan for Class B Shares.
11. Approve a new Rule
12b-1 Distribution Plan for Class C Shares.
On the record date for this meeting, the shares outstanding
and percentage of the shares outstanding and entitled to
vote that were present by proxy were as follows:
Class of Shares Shares Percentage
outstanding present
by proxy
Phoenix-Seneca Bond Fund 48,049,788 77.01%
Phoenix-Seneca Mid-Cap "EDGE"SM Fund 80,749,858 67.40%
Phoenix-Seneca Funds 146,073,092 70.08%
Phoenix-Seneca Bond Fund Class B 2,535,684 54.94%
Phoenix-Seneca Bond Fund Class C 1,607,228 75.53%
Phoenix-Seneca Mid-Cap "EDGE"SM Fund Class B 10,746,866 88.27%
Phoenix-Seneca Mid-Cap "EDGE"SM Fund Class C 12,933,186 86.42%
Phoenix-Seneca Real Estate Securities Fund
Class B 263,347 73.12%
Phoenix-Seneca Real Estate Securities Fund
Class C 281,316 58.09%
NUMBER OF VOTES
DELIVERED
FOR AGAINST ABSTAIN NOT VOTED
1. Amend the fundamental investment restrictions regarding
diversification (Bond Fund and Mid-Cap "EDGE"SM Fund only).
76,256,039 369,280 1,185,968 13,616,700
2. Amend the fundamental investment restriction regarding
industry concentration (Bond Fund and Mid-Cap "EDGE"SM
Fund only).
76,175,993 437,170 1,198,124 13,616,700
3. Amend the fundamental investment restriction for each
of the Funds regarding borrowing.
86,350,324 834,405 1,470,258 13,717,433
4. Amend the fundamental investment restriction for each
of the Funds regarding the issuance of senior securities.
86,905,850 602,675 1,146,462 13,717,433
5. Amend the fundamental investment restriction for each
of the Funds regarding underwriting.
86,976,528 589,607 1,088,852 13,717,433
6. Amend the fundamental investment restriction for each
of the Funds regarding investing in real estate.
86,906,512 626,763 1,121,712 13,717,433
7. Amend the fundamental investment restriction for each
of the Funds regarding commodities.
86,374,048 1,018,602 1,262,337 13,717,433
8. Amend the fundamental investment restriction for each
of the Funds regarding lending.
86,704,848 772,009 1,178,130 13,717,433
9. Amend the fundamental investment restriction for each
of the Funds regarding the purchase of securities on
margin.
85,885,195 1,491,381 1,278,411 13,717,433
10. Approve a new Rule 12b-1 Distribution Plan for Class B Shares.
Phoenix-Seneca Bond Fund Class
1,327,265 10,239 55,533 N/A
Phoenix-Seneca Mid-Cap "EDGE"SM Fund Class B
9,031,357 309,816 145,045 N/A
Phoenix-Seneca Real Estate Securities Fund Class B
174,632 9,692 8,237 N/A
11. Approve a new Rule 12b-1 Distribution Plan for Class C Shares.
Phoenix-Seneca Bond Fund Class C
1,213,891 0 0 N/A
Phoenix-Seneca Mid-Cap "EDGE"SM Fund Class C
10,923,125 5,068 248,913 N/A
Phoenix-Seneca Real Estate Securities Fund Class C
152,084 0 11,328 N/A
