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 Investment Trust 97:
In planning and performing our audit of the financial
statements of the Phoenix-Hollister Small Cap Value Fund and
the Phoenix-Hollister Value Equity Fund (constituting the
Phoenix Investment Trust 97, hereinafter referred to as the
"Trust") 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 Trust 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 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
October 12, 2000
EXHIBIT B:
RESULTS OF SHAREHOLDER MEETING (Unaudited)
A special meeting of Shareholders of Phoenix Investment
Trust 97 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 PERCENTAGE
OUTSTANDING PRESENT BY PROXY
Phoenix-Hollister Small Cap
Value Fund Class B 1,140,933 50.65%
Phoenix-Hollister Small Cap
Value Fund Class C 1,128,322 50.11%
Phoenix-Hollister Value
Equity Fund Class B 1,980,814 73.66%
Phoenix-Hollister Value Equity
Fund Class C 794,183 54.68%
NUMBER OF VOTES FOR AGAINST ABSTAIN
1. APPROVE A NEW RULE 12B-1 DISTRIBUTION PLAN FOR CLASS B SHARES
Phoenix-Hollister Small Cap
Value Fund Class B 499,278 26,551 52,009
Phoenix-Hollister Value
Equity Fund Class B 1,442,619 2,676 13,745
2. APPROVE A NEW RULE 12B-1 DISTRIBUTION PLAN FOR CLASS C SHARES
Phoenix-Hollister Small Cap
Value Fund Class C 520,939 23,766 20,739
Phoenix-Hollister Value
Equity Fund Class C 389,575 18,042 26,635
