EXHIBIT d.2
AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT effective as of the 8th day of June, 2006 amends that
certain Amended and Restated Investment Advisory Agreement dated as of November
20, 2002 (the "Agreement") by and between Phoenix Opportunities Trust (formerly
known as Phoenix-Seneca Funds), a Delaware statutory trust (the "Trust") and
Phoenix Investment Counsel, Inc., a Massachusetts corporation (the "Adviser") as
follows:
1. All references to the state of domicile of Phoenix Investment Counsel,
Inc. shall hereafter refer to the Commonwealth of Massachusetts.
2. The name of the Trust Phoenix-Seneca Funds has been changed to Phoenix
Opportunities Trust.
3. The name of the series Phoenix-Seneca Bond Fund has been changed to
Phoenix Bond Fund.
4. The name of the series Phoenix-Seneca Mid-Cap "EDGE"(sm) Fund has been
changed to Phoenix Earnings Driven Growth Fund.
5. All references to the series Phoenix-Seneca Real Estate Securities Fund
are hereby deleted.
6. Schedule A to the Agreement is hereby deleted in its entirety and
Schedule A attached hereto substituted in its place.
7. 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
meanings 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.
8. 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 Agreement to be executed by their duly authorized officers of
other representatives.
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
PHOENIX OPPORTUNITIES TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
SCHEDULE A
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SERIES INVESTMENT ADVISORY FEE
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Phoenix Bond Fund 0.50%
Phoenix Earnings Driven Growth Fund 0.80%
$1st Billion $1 + Billion $2+ Billion
through $2
Billion
Phoenix Growth Opportunities Fund 0.75% 0.70% 0.65%
The parties to this Agreement hereby acknowledge the following fund name
changes: Phoenix Bond Fund (f/k/a Phoenix-Seneca Bond Fund) and Phoenix Earnings
Driven Growth Fund (f/k/a Phoenix-Seneca Mid-Cap "EDGE"(sm) Fund).
