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 Series Fund
In planning and performing our audits of the financial statements of
Phoenix-Duff & Phelps Core Bond Fund, Phoenix-Engemann Aggressive
Growth Fund, Phoenix-Engemann Capital Growth Fund, Phoenix-Goodwin
High Yield Fund, Phoenix-Goodwin Money Market Fund and Phoenix-
Oakhurst Balanced Fund (constituting the Phoenix Series Fund,
hereinafter referred to as the "Fund") for the year ended October
31, 2000, we considered their internal controls, 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
Boston, Massachusetts
December 15, 2000
EXHIBIT B:
RESULTS OF SHAREHOLDER MEETING (Unaudited)
A special meeting of Shareholders of Phoenix 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 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 OUTSTANDING PERCENTAGE PRESENT
BY PROXY
Phoenix-Duff & Phelps Core Bond Fund Class B
972,322 50.71%
Phoenix-Duff & Phelps Core Bond Fund Class C
20,698 55.29%
Phoenix-Engemann Aggressive Growth Fund Class B
1,696,992 50.39%
Phoenix-Engemann Capital Growth Fund Class B
3,715,987 50.19%
Phoenix-Goodwin High Yield Fund Class B
7,286,138 59.27%
Phoenix-Goodwin High Yield Fund Class C
392,643 58.60%
Phoenix-Goodwin Money Market Fund Class B
21,057,400 51.14%
Phoenix-Goodwin Money Market Fund Class C
924,125 77.94%
Phoenix-Oakhurst Balanced Fund Class B
2,147,853 51.97%
NUMBER OF VOTES
FOR AGAINST ABSTAIN
1. Approve a new Rule 12b-1 Distribution Plan for Class B Shares
Phoenix-Duff & Phelps Core Bond Fund Class B
459,906 13,085 20,119
Phoenix-Engemann Aggressive Growth Fund Class B
761,870 26,945 66,274
Phoenix-Engemann Capital Growth Fund Class B
1,608,156 78,582 178,233
Phoenix-Goodwin High Yield Fund Class B
3,871,429 142,987 304,089
Phoenix-Goodwin Money Market Fund Class B
9,310,426 276,720 1,180,903
Phoenix-Oakhurst Balanced Fund Class B
920,602 74,583 121,005
2. Approve a new Rule 12b-1 Distribution Plan for Class C
Shares
Phoenix-Duff & Phelps Core Bond Fund Class C
11,443 0 0
Phoenix-Goodwin High Yield Fund Class C
215,990 5,153 8,938
Phoenix-Goodwin Money Market Fund Class C
720,235 0 0
