EXHIBIT d.4
SUB-ADVISORY AGREEMENT
STRATEGIC THEME FUND
AMENDMENT TO SUBADVISORY AGREEMENT
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This Amendment dated this 20th day of November, 2002 amends that certain
Subadvisory Agreement dated as of August 6, 1999 (the "Agreement") by and
between Phoenix Investment Counsel, Inc. ("Adviser") and Seneca Capital
Management LLC ("Subadviser"), regarding the management of the Phoenix-Seneca
Strategic Theme Fund (f/k/a Phoenix Strategic Theme Fund) (the "Fund") of the
Phoenix Strategic Equity Series Fund (the "Trust").
1. Section 17 is hereby added as follows:
"Proxies. The Subadviser shall review all proxy solicitation materials
and be responsible for voting and handling all proxies in relation to
the Assets in accordance with such policies and procedures adopted or
approved from time to time by the Trust. Unless the Adviser or the
Trust gives the Subadviser written instructions to the contrary, the
Subadviser will, in compliance with the proxy voting procedures of the
Trust then in effect, vote or abstain from voting, all proxies
solicited by or with respect to the issuers of securities in which
assets of the Fund may be invested. The Adviser shall cause the
Custodian to forward promptly to the Subadviser all proxies upon
receipt, so as to afford the Subadviser a reasonable amount of time in
which to determine how to vote such proxies. The Subadviser agrees to
provide the Adviser with quarterly proxy voting reports in such form as
the Adviser may request from time to time."
2. Except as expressly amended hereby, all provisions of the Agreement
shall remain in full force and effect and are unchanged in all other
respects. All initial capitalized terms used herein shall have such
meaning as ascribed thereto in the Agreement, as amended. All terms and
phrases in quotations shall have such meaning as ascribed thereto in
the Investment Company Act of 1940, as amended.
3. This Amendment shall become effective on the date first accepted by the
Subadviser which date is set forth above the Subadviser's name on the
signature page hereof.
4. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original and, all of which, when taken
together, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto intending to be legally bound
have caused this Amendment to be executed by their duly authorized officers or
other representatives.
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
AGREED and ACCEPTED by Subadviser
this 15th day of April, 2003
SENECA CAPITAL MANAGEMENT LLC
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: COO
