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:
PricewaterhouseCoopers LLP
160 Federal St.
Boston MA 02110-9862
Telephone (617) 439 4390
To the Board of Directors and Shareholders of the
Phoenix-Aberdeen Series Fund
In planning and performing our audit of the financial
statements of the Phoenix-Aberdeen Global Small Cap Fund and
Phoenix-Aberdeen New Asia Fund (constituting the Phoenix-
Aberdeen Series Fund, hereinafter referred to as the
"Trust") for the year ended July 31, 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 Trust 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 July 31, 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.
September 11, 2000
PRICEWATERHOUSECOOPERS LLP
EXHIBIT B:
RESULTS OF SHAREHOLDER MEETING (Unaudited)
Special meetings of Shareholders of the Phoenix-Aberdeen
Series Fund were held on May 16, 2000 and June 29, 2000 to
approve the following matter:
1. Approve a new Rule 12b-1 Distribution Plan for Class B Shares
On the record date for these meetings, 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 OUTSTANDING PERCENTAGE
PRESENT BY PROXY
Phoenix-Aberdeen Global
Small Cap Fund Class B 838,246 53.39%
Phoenix-Aberdeen New
Asia Fund Class B 401,859 54.51%
NUMBER OF VOTES
FOR AGAINST ABSTAIN
1. Approve a new Rule
12b-1 Distribution
Plan for Class B Shares 381,873 32,668 32,977
of Phoenix-Aberdeen
Global Small Cap Fund
2. Approve a new Rule 12b-1
Distribution Plan for
Class B Shares 202,527 12,008 4,519
of Phoenix-Aberdeen New
Asia Fund
