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.
------------------------------------------------------------------
EXHIBIT A:
To the Shareholders and Trustees of
Phoenix-Aberdeen Worldwide Opportunities Fund
In planning and performing our audit of the financial
statements of Phoenix-Aberdeen Worldwide Opportunities Fund
(the "Fund") for the year ended June 30, 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 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 and financial highlights 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 controls, 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 June 30, 2000.
This report is intended solely for the information and use
of the 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
August 10, 2000
EXHIBIT B:
RESULTS OF SHAREHOLDER MEETING (Unaudited)
Special meetings of Shareholders of the Phoenix-Aberdeen
Worldwide Opportunities Fund were held on May 16, 2000 and
May 31, 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-Aberdeen Worldwide
Opportunities Fund Class B 1,801,789 50.25%
Phoenix-Aberdeen Worldwide
Opportunities Fund Class C 655,290 51.13%
NUMBER OF VOTES
For Against Abstain
1. Approve a new Rule 12b-1
Distribution Plan for
Class B Shares 812,546 31,032 61,808
2. Approve a new Rule 12b-1
Distribution Plan for
Class C Shares 320,830 4,761 9,458
