9
                       EXHIBIT INDEX

EXHIBIT A:
  Attachment to item 77B:
  Accountant's report on internal control.

EXHIBIT B:
  Attachment to item 77Q1:
  Exhibits

EXHIBIT :
 Attachment to item 77Q3:
 Clarification of certain NSAR information
 - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

EXHIBIT A:
Report of Independent Auditors

To the Board of Trustees and Shareholders of Phoenix-Seneca Fund

In planning and performing our audit of the financial
statements of Phoenix-Seneca Bond Fund, Phoenix-Seneca Mid
Cap "EDGE" Fund and Phoenix-Seneca Real Estate Securities
Fund (constituting the Phoenix-Seneca Funds, hereinafter
referred to as the "Trust") for the year ended September
30, 2003, 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 Trust 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 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 September 30,
2003.

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.

/s/ PricewaterhouseCoopers LLP
Boston, MA
November 14, 2003


EXHIBIT B:
                      AMENDED AND RESTATED
                  INVESTMENT ADVISORY AGREEMENT

	THIS AGREEMENT effective as of the 20th day of November,
2002 (the "Contract Date") is by and between Phoenix-Seneca
Funds, a Delaware business trust (the "Trust") and Phoenix
Investment Counsel, Inc., a Connecticut corporation (the
"Adviser").

	The Trust and Adviser are parties to a certain Investment
Advisory Agreement effective as of July 1, 1998, as amended
effective July 1, 1998, as amended (collectively, the
"Agreement").  The parties mutually desire to amend and restate
the Agreement as follows:

WITNESSETH THAT:

1. The Trust has appointed the Adviser to act as
investment adviser to the Trust on behalf of the series of the
Trust established and designated by the Board of Trustees of the
Trust (the "Trustees") on or before the date hereof, as listed
on attached Schedule A (collectively, the Existing Series), for
the period and on the terms set forth herein.  The Adviser has
accepted such appointment and has agreed to render the services
described in this Agreement for the compensation herein
provided.

2.	In the event that the Trustees desire to retain the
Adviser to render investment advisory services hereunder with
respect to one or more additional series (the "Additional
Series"), by agreement in writing, the Trust and the Adviser may
agree to amend Schedule A to include such Additional Series,
whereupon such Additional Series shall become subject to the
terms and conditions of this Agreement.

3.	The Adviser shall furnish continuously an investment
program for the Existing Series and any Additional Series which
may become subject to the terms and conditions set forth herein
(sometimes collectively referred to as the "Series") and shall
manage the investment and reinvestment of the assets of each
Series, subject to all times to the supervision of the Trustees.

4.	With respect to managing the investment and
reinvestment of the Series' assets, the Adviser shall provide,
at its own expense:

(a) Investment research, advice and supervision;

(b) An investment program for each Series consistent
with its investment objectives, policies and
procedures;

(c) Implementation of the investment program for each
Series including the purchase and sale of
securities;

(d) Implementation of an investment program designed
to manage cash, cash equivalents and short-term
investments for a Series with respect to assets
designated from time to time to be managed by a
subadviser to such Series;

(e) Advise and assistance on the general operations
of the Trust; and

(f) Regular reports to the Trustees on the
implementation of each Series' investment
program.

5. The Adviser shall, for all purposes herein, be deemed
to be an independent contractor.

6. The Adviser shall furnish at its own expense, or pay
the expenses of the Trust, for the following:

(a) Office facilities, including office space,
furniture and equipment;

(b) Personnel necessary to perform the functions
required to manage the investment and
reinvestment of each Series' assets (including
those required for research, statistical and
investment work);

(c) Except as otherwise approved by the Board,
Personnel to serve without salaries from the
Trust as officers or agents of the Trust.  The
Adviser need not provide personnel to perform, or
pay the expenses of the Trust for, services
customarily performed for an open-end management
investment company by its national distributor,
custodian, financial agent, transfer agent,
registrar, dividend disbursing agent, auditors
and legal counsel;

(d) Compensation and expenses, if any, of the
Trustees who are also full-time employees of the
Adviser or any of its affiliates; and

(e) Any subadviser recommended by the Adviser and
appointed to act on behalf of the Trust.

7.	All costs and expenses not specifically enumerated
herein as payable by the Adviser shall be paid by the Trust.
Such expenses shall include, but shall not be limited to, all
expenses (other than those specifically referred to as being
borne by the Adviser) incurred in the operation of the Trust and
any public offering of its shares, including, among others,
interest, taxes, brokerage fees and commissions, fees of
Trustees who are not full-time employees of the Adviser or any
of its affiliates, expenses of Trustees' and shareholders'
meetings including the cost of printing and mailing proxies,
expenses of Adviser personnel attending Trustee meetings as
required, expenses of insurance premiums for fidelity and other
coverage, expenses of repurchase and redemption of shares,
expenses of issue and sale of shares (to the extent not borne by
its national distributor under its agreement with the Trust),
expenses of printing and mailing stock certificates representing
shares of the Trust, association membership dues, charges of
custodians, transfer agents, dividend disbursing agents and
financial agents, bookkeeping, auditing and legal expenses.  The
Trust will also pay the fees and bear the expense of registering
and maintaining the registration of the Trust and its shares
with the Securities and Exchange Commission and registering or
qualifying its shares under state or other securities laws and
the expense of preparing and mailing prospectuses and reports to
shareholders.  Additionally, if authorized by the Trustees, the
Trust shall pay for extraordinary expenses and expenses of a
non-recurring nature which may include, but not be limited to
the reasonable and proportionate cost of any reorganization or
acquisition of assets and the cost of legal proceedings to which
the Trust is a party.

8.	The Adviser shall adhere to all applicable policies
and procedures as adopted from time to time by the Trustees,
including but not limited to the following:

(a)	Code of Ethics.  The Adviser shall adopt a Code
of Ethics designed to prevent "access persons" (as defined
therein in accordance with Rule 17j-1 under the Investment
Company Act of 1940 (the "Investment Company Act")) from
engaging in fraudulent acts or transactions that are, or
have the potential of being viewed as, a conflict of
interest, and shall monitor for compliance with its Code of
Ethics and report any violations to the Trust's Compliance
Officer.

(b)	Policy with Respect to Brokerage Allocation.  The
Adviser shall have full trading discretion in selecting
brokers for Series transactions on a day to day basis so
long as each selection is in conformance with the Trust's
Policy with Respect to Brokerage Allocation.  Such
discretion shall include use of "soft dollars" for certain
broker and research services, also in conformance with the
Trust's Policy with Respect to Brokerage Allocation.  The
Adviser may delegate the responsibilities under this
section to a Subadviser of a Series.

(c)	Procedures for the Determination of Liquidity of
Assets.  It shall be the responsibility of the Adviser to
monitor the Series' assets that are not liquid, making such
determinations as to liquidity of a particular asset as may
be necessary, in accordance with the Trust's Procedures for
the Determination of Liquidity of Assets.  The Adviser may
delegate the responsibilities under this section to a
Subadviser of a Series.

(d)	Policy with Respect to Proxy Voting.  In the
absence of specific direction to the contrary and in a
manner consistent with the Trust's Policy with Respect to
Proxy Voting, the Adviser shall be responsible for voting
proxies with respect to portfolio holdings of the Trust.
The Adviser shall review all proxy solicitation materials
and be responsible for voting and handling all proxies in
relation to the assets under management by the Adviser in
accordance with such policies and procedures adopted or
approved by each Series'.  Unless the Fund gives the
Adviser written instructions to the contrary, the Adviser
will, in compliance with the proxy voting procedures of the
Series then in effect or approved by the series, vote or
abstain from voting, all proxies solicited by or with
respect to the issuer of securities in which the assets of
the Series may be invested.  The Adviser shall cause the
Custodian to forward promptly to the Adviser (or designee)
all proxies upon receipt so as to afford the Adviser a
reasonable amount of time in which to determine how to vote
such proxies.  The Adviser agrees to provide the Trust with
quarterly proxy voting reports in such form as the Trust
may request from time to time.  The Adviser may delegate
the responsibilities under this Section to a Subadviser of
a Series.

(e)	Procedures for the Valuation of Securities.  It
shall be the responsibility of the Adviser to fully comply
with the Trust's Procedures for the Valuation of
Securities.  The Adviser may delegate the responsibilities
under this section to a Subadviser of a Series.

	9.	For providing the series and assuming the expenses
outlined herein, the Trust agrees that the Adviser shall be
compensated as follows:

(a)	The Trust shall pay a monthly fee calculated at
an annual rate as specified in Schedule A.  The amounts
payable to the Adviser with respect to the respective
Series shall be based upon the average of the values of the
net assets of such Series as of the close of business each
day, computed in accordance with the Trust's Declaration of
Trust.

(b)	Compensation shall accrue immediately upon the
effective date of this Agreement.

(c)	If there is termination of this Agreement with
respect to any Series during a month, the Series' fee for
that month shall be proportionately computed upon the
average of the daily net asset values of such Series for
such partial period in such month.

(d)	The Adviser agrees to reimburse the Trust for the
amount, if any, by which the total operating and management
expenses for any Series (including the Adviser's
compensation, pursuant to this paragraph, but excluding
taxes, interest, costs of portfolio acquisitions and
dispositions and extraordinary expenses), for any "fiscal
year" exceed the level of expenses which such Series is
permitted to bear under the most restrictive expense
limitation (which is not waived by the State) imposed on
open-end investment companies by any state in which shares
of such Series are then qualified.  Such reimbursement, if
any, will be made by an Adviser to the Trust within five
days after the end of each month.  For the purpose of this
subparagraph (d), the term "fiscal year" shall include the
portion of the then current fiscal year which shall have
elapsed at the date of termination of this Agreement.

	10.	The services of the Adviser to the Trust are not to be
deemed exclusive, the Adviser being free to render services to
others and to engage in other activities.  Without relieving the
Adviser of its duties hereunder and subject to the prior
approval of the Trustees and subject farther to compliance with
applicable provisions of the Investment Company Act, as amended,
the Adviser may appoint one or more agents to perform any of the
functions and services which are to be provided under the terms
of this Agreement upon such terms and conditions as may be
mutually agreed upon among the Trust, the Adviser and any such
agent.


	11.	The Adviser shall not be liable to the Trust or to any
shareholder of the Trust for any error of judgment or mistake of
law or for any loss suffered by the Trust or by an shareholder
of the Trust in connection with the matters to which this
Agreement relates, except a loss resulting from willful
misfeasance, bath faith, gross negligence or reckless disregard
on the part of the Adviser in the performance of its duties
hereunder.

12.	It is understood that:

(a)	Trustees, officers, employees, agents and
shareholders of the Trust are or may be "interested
persons" of the Adviser as directors, officers,
stockholders or otherwise;

(b)	Directors, officers, employees, agents and
stockholders of the Adviser are or may be "interested
persons" of the Trust as Trustees, officers, shareholders
or otherwise; and

(c)	The existence of any such dual interest shall not
affect the validity hereof or any transactions hereunder.

	13.	This Amended and Restated Agreement shall become
effective with respect to the Existing Series as of November 20,
2002, and with respect to any Additional Series, on the date
specified in any amendment to this Agreement reflecting the
addition of each Additional Series in accordance with paragraph
2 (the "Amendment Date").  Unless terminated as herein provided,
this Agreement shall remain in full force and effect until
November 30, 2003 with respect to each Existing Series and until
November 30 of the first full calendar year following the
Amendment Date with respect to each Additional Series, and shall
continue in full force and effect for periods of one year
thereafter with respect to each Series so long as (a) such
continuance with respect to any such Series is approved at least
annually by either the Trustees or by a "vote of the majority of
the outstanding voting securities" of such Series and (b) the
terms and any renewal of this Agreement with respect to this
Agreement or "interested persons" of any such party cast in
person at a meeting called for the purpose of voting on such
approval; provided, however, that the continuance of this
Agreement with respect to each Additional Series is subject to
its approval by a "vote of a majority of the outstanding voting
securities" of any such Additional Series on or before the next
anniversary of the Contract Date following the date on which
such Additional Series became a Series hereunder.

		Any approval of this Agreement by a vote of the
holders of a "majority of the outstanding voting securities" of
any Series shall be effective to continue this Agreement with
respect to such Series notwithstanding (a) that this Agreement
has not been approved by a "vote of a majority of the
outstanding voting securities" of any other Series of the Trust
affected thereby and (b) that this Agreement has not been
approved by the holders of a "vote of a majority of the
outstanding voting securities" of the Trust, unless either such
additional approval shall be required by any other applicable
law or otherwise.


	14.	The Trust may terminate this Agreement with respect to
the Trust or to any Series upon 60 days' written notice to the
Adviser at any time, without the payment of any penalty, by vote
of the Trustees or, as to each Series, by a "vote of the
majority of the outstanding voting securities" of such Series.
The Adviser may terminate this Agreement upon 60 days' written
notice to the Trust, without the payment of any payment.  This
Agreement shall immediately terminate in the event of its
"assignment".

	15.	The terms "majority of the outstanding voting
securities", "interested persons" and "assignment", when used
herein, shall have the respective meanings in the Investment
Company Act.

	16.	In the event of termination of this Agreement, or at
the request of the Adviser, the Trust will eliminate all
reference to "Phoenix" from its name, and will not thereafter
transact business in a name using the word "Phoenix" in any form
or combination whatsoever, or otherwise use the word "Phoenix"
as a part of its name.  The Trust will thereafter in all
prospectuses, advertising materials, letterheads, and other
material designed to be read by investors or prospective
investors delete from the name the word "Phoenix" or any
approximation thereof.  If the Adviser chooses to withdraw the
Trust's right to use the word "Phoenix," it agrees to submit the
question of continuing this Agreement to a vote of the Trust's
shareholders at the time of such withdrawal.

	17.	It is expressly agreed that the obligations of the
Trust hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the
Trust personally, but bind only the trust property of the Trust,
as provided in the Declaration of Trust.  The execution and
delivery of this Agreement have been authorized by the Trustees
and shareholders of the Trust and signed by the President of the
Trust, acting as such, and neither such authorization by such
Trustees and shareholders nor such execution and delivery by
such officer shall be deemed to have been made by any of them
individually or be binding upon or impose any liability on any
of them personally, but shall bind only the trust property of
the Trust as provided in its Declaration of Trust.  The
Certificate of Trust, as amended, is or shall be on file with
the Secretary of State of Delaware.


	18.	This Agreement shall be construed and the rights and
obligations of the parties hereunder enforced in accordance with
the laws of the State of Connecticut.

	IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers as of
the day and year first written above.

Phoenix-Seneca Funds


By:	/s/ Philip R. McLoughlin
Name:	Philip R. McLoughlin
Title:	President


Phoenix Investment Counsel, Inc.


By:	/s/ Robert S. Driessen

Name:	Robert S. Driessen
Title:	Vice President


SCHEDULE A

Series
Investment Advisory Fee


Phoenix-Seneca Bond Fund
0.50%
Phoenix-Seneca Mid-Cap "EDGE"SM
Fund
0.80%
Phoenix-Seneca Real Estate
Securities Fund
0.85%



EXHIBIT C:
EXHIBIT 77Q3 TO FORM N-SAR

Registrant Name: Phoenix-Seneca Funds
File Number: 811-7455
Registrant CIK Number: 0001005020
Sub-Item 77Q3

Because the electronic format for filing Form NSAR does not provide
adequate space for responding to Items 72DD1, 72DD2, 73A1, 73A2,
74U1, 74U2, 74V1, and 74V2 correctly, the correct answers are as
follows:

72DD1/72DD2-
Series 2 - Class A  $0, Class B $0, Class C $0, Class X $0
Series 3 - Class A  $778, Class B $319, Class C $149, Class X $1,492.
Series 4 - Class A  $23, Class B $5, Class C $6, Class X $344.

72EE
Series 2 - Class A  $0, Class B $0, Class C $0, Class X $0
Series 3 - Class A  $132, Class B $68, Class C $32, Class X $218
Series 4 - Class A  $50, Class B $13 Class C $19 Class X $370

73A1/73A2-
Series 2 - Class A  $0.00, Class B $0.00, Class C $0.00, Class X $0.00
Series 3 - Class A  $0.38, Class B $0.31, Class C $0.31, Class X $0.42
Series 4 - Class A  $0.12, Class B $0.07, Class C $0.07, Class X $0.26

73B
Series 2 - Class A, Class B, Class C, and Class X are zero.
Series 3 - Class A  $0.06, Class B $0.06, Class C $0.06, Class X $0.06
Series 4 - Class A  $0..25, Class B $0.18, Class C $0.18,Class X $0.28

74U1/74U2-
Series 2 - Class A 4,357, Class B 1,742, Class C 2,314, Class X 1,210
Series 3 - Class A 1,990, Class B 973, Class C 452, Class X 3,337
Series 4 - Class A 200, Class B 75, Class C 120, Class X 1,163,

74V1/74V2-
Series 2 - Class A $14.54, Class B $13.87, Class C $13.88, Class X $14.88
Series 3 - Class A $10.68, Class B $10.50, Class C $10.52. Class X $10.78
Series 4 - Class A $14.88, Class B $14.84. Class C $14.85, Class X $15.26