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:
To the Trustees and Shareholders of
Phoenix Equity Series Fund:
In planning and performing our audit of the financial
statements of the Phoenix-Duff & Phelps Core Equity Fund and
the Phoenix-Oakhurst Growth & Income Fund (constituting the
Phoenix Equity Series Fund, hereinafter referred to as the
"Fund") for the year ended August 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 Fund is responsible for establishing
and maintaining internal control. In fulfilling this
responsibility, estimates and judgements 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, which we consider to be material
weaknesses as defined above as of August 31, 2000.
This report is intended solely for the information and use of
the Board of Directors, 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
October 12, 2000
EXHIBIT B:
RESULTS OF SHAREHOLDER MEETING (Unaudited)
A special meeting of Shareholders of Phoenix Equity Series
Fund was held on May 16, 2000 to approve the following
matters:
1. Approve a new Rule 12b-1 Distribution Plan for Class B Shares
2. Approve a new Rule 12b-1 Distribution Plan for Class C 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-Duff & Phelps
Core Equity Fund Class B 530,964 50.10%
Phoenix-Duff & Phelps Core
Equity Fund Class C 161,822 50.91%
Phoenix-Oakhurst Growth &
Income Fund Class B 8,441,534 50.10%
Phoenix-Oakhurst Growth &
Income Fund Class C 5,700,812 50.46%
NUMBER OF VOTES FOR AGAINST ABSTAIN
1. APPROVE A NEW RULE 12B-1 DISTRIBUTION PLAN FOR CLASS B SHARES
Phoenix-Duff & Phelps Core Equity
Fund Class B 243,362 2,880 19,776
Phoenix-Oakhurst Growth
& Income Fund Class B 3,774,705 129,400 325,428
2. APPROVE A NEW RULE 12B-1 DISTRIBUTION PLAN FOR CLASS C SHARES
Phoenix-Duff & Phelps
Core Equity Fund Class C 62,155 802 19,422
Phoenix-Oakhurst Growth
& Income Fund Class 2,447,102 99,758 330,013
