Exhibit d.4

                      AMENDMENT TO SUBADVISORY AGREEMENT





                       AMENDMENT TO SUBADVISORY AGREEMENT
                       ----------------------------------


This Amendment dated this 20th day of November, 2002 amends that certain
Subadvisory Agreement dated as of July 1, 1998 (the "Agreement") by and between
Phoenix Investment Counsel, Inc. ("Adviser") and Seneca Capital Management LLC
("Subadviser"), regarding the management of the Phoenix-Seneca Bond Fund,
Phoenix-Seneca Mid-Cap "EDGE"(SM) Fund and Phoenix-Seneca Real Estate Securities
Fund (the "Funds") of the Phoenix-Seneca Funds (the "Trust").

1.       Section 19 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 Funds 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/ Robert S. Driessen
                                       -----------------------------------------
                                    Name:    Robert S. Driessen
                                    Title:   Vice President

AGREED and ACCEPTED by Subadviser
this 15th day of April, 2003

SENECA CAPITAL MANAGEMENT LLC

By:      /s/ Sandra J. Monticelli
     -------------------------------
Name:  Sandra J. Monticelli
Title: COO


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