0000949377-05-000036 Sample Contracts

Exhibit d.4
Subadvisory Agreement • January 25th, 2005 • Phoenix Seneca Funds
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Exhibit e.1
Underwriting Agreement • January 25th, 2005 • Phoenix Seneca Funds • Connecticut
Exhibit h.2
Agency and Service Agreement • January 25th, 2005 • Phoenix Seneca Funds
Exhibit d.3 PHOENIX-SENECA FUNDS INVESTMENT SUBADVISORY AGREEMENT AMENDMENT PHOENIX-SENECA FUNDS INVESTMENT SUBADVISORY AGREEMENT AMENDMENT
Phoenix Seneca Funds • January 25th, 2005

THIS AMENDMENT made effective as of the 1st day of July, 1998 by and between SENECA CAPITAL MANAGEMENT, LLC, a California limited liability company having an office and principal place of business located at 909 Montgomery Street, San Francisco, California 94133 (the "Sub-Adviser") and PHOENIX INVESTMENT COUNSEL, INC., a Massachusetts corporation having an office and principal place of business located at 56 Prospect Street, Hartford, Connecticut 06115 (the "Adviser"), for the purpose of amending the INVESTMENT SUBADVISORY AGREEMENT of the same date between the Sub-Adviser and the Adviser (the "Subadvisory Agreement") in order to correct a typographical error in such Subadvisory Agreement.

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