EXHIBIT INDEX
EXHIBIT A:
Attachment to item 77B:
Accountants report on internal control (2)
EXHIBIT B:
Attachment to item 77C: Submission of matters to a vote of
Security holders. (2)
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EXHIBIT A:
Report of Independent Accountants
To the Board of Trustees and Shareholders of
Phoenix-Goodwin Multi-Sector Short Term Bond Fund
In planning and performing our audit of the financial statements of
Phoenix-Goodwin Multi-Sector Short Term Bond 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
Boston, Massachusetts
December 15, 2000
Report of Independent Accountants
To the Board of Trustees and Shareholders of
Phoenix-Goodwin Multi-Sector Fixed Income Fund
In planning and performing our audit of the financial statements of
Phoenix-Goodwin Multi-Sector Fixed Income 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
Boston, Massachusetts
December 15, 2000
EXHIBIT B:
RESULTS OF SHAREHOLDER MEETING (Unaudited)
SPECIAL MEETINGS OF SHAREHOLDERS OF PHOENIX-GOODWIN MULTI-
SECTOR SHORT TERM BOND FUND WERE HELD ON MAY 16, 2000 AND OCTOBER
12, 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
3. Approve an Agreement and Plan of Reorganization which
provides for the reorganization of the Fund into a series
of a new Delaware business trust.
4. Amend the fundamental investment restriction of the Fund
regarding diversification.
5. Amend the fundamental investment restriction of the Fund
regarding concentration.
6. Amend the fundamental investment restriction of the Fund
regarding borrowing.
7. Amend the fundamental investment restriction of the Fund
regarding the issuance of senior securities.
8. Amend the fundamental investment restriction of the Fund
regarding underwriting.
9. Amend the fundamental investment restriction of the Fund
regarding investing in real estate.
10. Amend the fundamental
investment restriction of the Fund regarding investing in
commodities.
11. Amend the fundamental
investment restriction of the Fund regarding lending.
12. Eliminate the fundamental investment restriction of
the Fund regarding the purchase of securities on margin.
13. Eliminate the fundamental investment restriction of
the Fund regarding investing in oil, gas or other mineral
programs.
14. Eliminate the fundamental investment restriction of
the Fund regarding short sales.
15. Eliminate the fundamental investment restriction of
the Fund regarding investing in and writing puts, calls
straddles and spreads.
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-Goodwin Multi-Sector Short Term Bond Fund Class B
2,160,502 50.70%
Phoenix-Goodwin Multi-Sector Short Term Bond Fund Class C
1,654,331 57.65%
Phoenix-Goodwin Multi Sector Short Term Fund
8,868,758 64.77%
NUMBER OF VOTES
FOR AGAINST ABSTAIN
1. Approve a new Rule 12b-1 Distribution Plan for Class B Shares
909,790 55,691 129,836
3. Approve a new Rule 12b-1 Distribution Plan for Class C Shares
908,421 11,626 33,648
5. Approve an Agreement and Plan of Reorganization which
provides for the reorganization of the Fund into a series of
a new Delaware business trust.
5,347,535 164,930 231,619
6. Amend the fundamental investment restriction of the Fund
regarding diversification.
5,295,410 205,282 243,393
7. Amend the fundamental investment restriction of the Fund
regarding concentration.
5,270,647 220,142 253,295
8. Amend the fundamental investment restriction of the Fund
regarding borrowing.
5,243,828 245,807 254,449
9. Amend the fundamental investment restriction of the Fund
regarding the issuance of senior securities.
5,266,653 227,750 249,681
10. Amend the fundamental investment restriction of the Fund
regarding underwriting.
5,252,110 228,496 263,478
11. Amend the fundamental investment restriction of the Fund
regarding investing in real estate.
5,232,853 262,098 249,133
12. Amend the fundamental investment restriction of the Fund
regarding investing in commodities.
5,208,979 283,086 252,019
13. Amend the fundamental investment restriction of the Fund
regarding lending.
5,251,857 238,356 253,872
14. Eliminate the fundamental investment restriction of the Fund
regarding the purchase of securities on margin.
5,175,418 290,043 278,623
15. Eliminate the fundamental investment restriction of the Fund
regarding investing in oil, gas or other mineral programs.
5,203,109 298,977 241,998
16. Eliminate the fundamental investment restriction of the Fund
regarding short sales.
5,183,994 270,241 289,849
17. Eliminate the fundamental investment restriction of the Fund
regarding investing in and writing puts, calls straddles and
spreads.
5,174,185 277,059 292,840
RESULTS OF SHAREHOLDER MEETING (Unaudited)
SPECIAL MEETINGS OF SHAREHOLDERS OF PHOENIX-GOODWIN MULTI-
SECTOR FIXED INCOME FUND WERE HELD ON MAY 16, 2000 AND OCTOBER
12, 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.
3. Approve an Agreement and Plan of Reorganization which
provides for the reorganization of the Fund into a series
of a new Delaware business trust.
4. Amend the fundamental investment restriction of the Fund
regarding concentration.
5. Amend the fundamental investment restriction of the Fund
regarding diversification.
6. Amend the fundamental investment restriction of the Fund
regarding borrowing.
7. Amend the fundamental investment restriction of the Fund
regarding the issuance of senior securities.
8. Amend the fundamental investment restriction of the Fund
regarding underwriting.
9. Amend the fundamental investment restriction of the Fund
regarding investing in real estate.
10. Amend the fundamental
investment restriction of the Fund regarding investing in
commodities.
11. Amend the fundamental
investment restriction of the Fund regarding lending.
12. Eliminate the fundamental investment restriction of
the Fund regarding investing in high yield-high risk
securities.
13. Eliminate the fundamental investment restriction of
the Fund regarding the purchase of securities on margin.
14. Eliminate the fundamental investment restriction of
the Fund regarding investing in companies for the purpose
of exercising control or management.
15. Eliminate the fundamental investment restriction of
the Fund regarding investing in real estate limited
partnerships or in oil, gas or other mineral leases
16. Eliminate the fundamental investment restriction of
the Fund regarding short sales.
17. Eliminate the fundamental investment restriction of
the Fund regarding repurchase agreements and
participations in loans.
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-Goodwin Multi-Sector Fixed Income Fund Class B
7,690,324 51.51%
Phoenix-Goodwin Multi-Sector Fixed Income Fund Class C
602,997 57.92%
Phoenix-Goodwin Multi Sector Fixed Income Fund
17,699,492 56.51%
NUMBER OF VOTES
FOR AGAINST ABSTAIN
1. Approve a new Rule 12b-1 Distribution Plan for Class B Shares
3,511,590 117,756 332,278
2. Approve a new Rule 12b-1 Distribution Plan for Class C Shares
298,989 4,969 45,324
3. Approve an Agreement and Plan of Reorganization which
provides for the reorganization of the Fund into a series of
a new Delaware business trust.
9,041,461 247,360 713,899
4. Amend the fundamental investment restriction of the Fund
regarding concentration.
8,859,793 298,086 844,842
5. Amend the fundamental investment restriction of the Fund
regarding diversification.
8,814,738 318,323 869,659
6. Amend the fundamental investment restriction of the Fund
regarding borrowing.
8,634,222 471,975 896.523
7. Amend the fundamental investment restriction of the Fund
regarding the issuance of senior securities.
8,715,474 411,436 875,810
8. Amend the fundamental investment restriction of the Fund
regarding underwriting.
8,758,838 355,509 888,373
9. Amend the fundamental investment restriction of the Fund
regarding investing in real estate.
8,732,978 401,238 868,504
10. Amend the fundamental investment restriction of the Fund
regarding investing in commodities.
8,628,275 489,080 885,365
11. Amend the fundamental investment restriction of the Fund
regarding lending.
8,655,076 463,943 883,701
12. Eliminate the fundamental investment restriction of the Fund
regarding investing in high yield-high risk securities.
8,524,369 628,017 850,334
13. Eliminate the fundamental investment restriction of the Fund
regarding the purchase of securities on margin.
8,553,351 601,820 847,549
14. Eliminate the fundamental investment restriction of the Fund
regarding investing in companies for the purpose of exercising
control or management.
8,693,122 467,325 842,273
15. Eliminate the fundamental investment restriction of the Fund
regarding investing in real estate limited partnerships or in
oil, gas or other mineral leases.
8,607,958 540,277 854,485
16. Eliminate the fundamental investment restriction of the Fund
regarding short sales.
8,652,019 492,535 858,166
17. Eliminate the fundamental investment restriction of the Fund
regarding repurchase agreements and participations in loans.
8,699,676 446,320 856,724
