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-Euclid Market Neutral Fund
In planning and performing our audit of the financial statements of
Phoenix-Euclid Market Neutral Fund (the "Fund") for the year ended
October 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, that we consider to be material weaknesses
as defined above as of October 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
New York, New York
December 11, 2000
EXHIIT B:
RESULTS OF SHAREHOLDER MEETING (Unaudited)
A special meeting of Shareholders of the Phoenix-Euclid
Market Neutral Fund was held on October 12, 2000 to approve
the following matters:
1. Amend the fundamental investment restriction of the
Fund regarding concentration.
2. Amend the fundamental investment restriction of the
Fund regarding diversification.
3. Amend the fundamental investment restriction of the
Fund regarding investing in real estate.
4. Amend the fundamental investment restriction of the
Fund regarding lending.
5. Amend the fundamental investment restriction of the
Fund regarding the issuance of senior securities.
6. Amend the fundamental investment restriction of the
Fund regarding underwriting.
7. Amend the fundamental investment restriction of the
Fund regarding investing in commodities.
8. Amend the fundamental investment restriction of the
Fund regarding borrowing.
9. Ratify the selection of PricewaterhouseCoopers LLP,
independent accountants, to audit financial statements
of the Fund.
On the record date for this meeting there were 44,799,992
shares outstanding and 65.41% of the shares outstanding and
entitled to vote were present by proxy.
NUMBER OF VOTES
DELIVERED
FOR AGAINST ABSTAIN NOT VOTED
1. Amend the fundamental investment restriction of the Fund
regarding concentration.
22,287,643 504,214 721,970 5,791,339
2. Amend the fundamental investment restriction of the Fund
regarding diversification.
22,324,394 508,645 680,788 5,791,339
3. Amend the fundamental investment restriction of the Fund
of the Funds regarding investing in real estate.
22,189,138 600,223 724,466 5,791,339
4. Amend the fundamental investment restriction of the Fund
of the Funds regarding lending.
22,163,694 645,414 704,719 5,791,339
5. Amend the fundamental investment restriction of the Fund
of the Funds regarding the issuance of senior securities.
22,193,778 609,862 710,187 5,791,339
6. Amend the fundamental investment restriction of the Fund
of the Funds regarding underwriting.
22,230,418 555,961 727,448 5,791,339
7. Amend the fundamental investment restriction of the Fund
of the Funds regarding investing in commodities.
22,214,935 599,491 699,401 5,791,339
8. Amend the fundamental investment restriction of the Fund
of the Funds regarding borrowing.
22,087,279 680,646 745,901 5,791,339
9. Ratify the selection of PricewaterhouseCoopers LLP,
independent accountants, to audit financial statements of
the Fund.
26,828,317 1,970,547 506,302 0
