FOURTH AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT effective as of the 31st day of January, 2008
amends that certain Amended and Restated Investment Advisory
Agreement dated as of November 20, 2002, as Amended as of June
8, 2006, as of June 27, 2007 and as of September 24, 2007 (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. Phoenix Senior Floating Rate Fund is hereby added as an
additional series to the Agreement.
2. All references to Phoenix Emerging Markets Bond Fund are
hereby deleted from the Agreement.
3. Schedule A to the Agreement is hereby deleted in its
entirety and Schedule A attached hereto is substituted in
its place.
4. 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.
5. 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 OPPORTUNITIES TRUST
By: /s/ Xxxxxx X.
Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxx X.
Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
SCHEDULE A
Series Investment Advisory Fee
Phoenix Bond Fund 0.50%
Phoenix Diversifier PHOLIO 0.10%
Phoenix Foreign Opportunities Fund 0.85%
Phoenix Market Neutral Fund 1.50%
Phoenix Wealth Accumulator PHOLIO 0.10%
Phoenix Wealth Builder PHOLIO 0.10%
Phoenix Wealth Guardian PHOLIO 0.10%
$1st $1+ $2+
Billion Billion Billion
through
$2
Billion
Phoenix CA Tax-Exempt Bond Fund 0.45% 0.40% 0.35%
Phoenix Core Bond Fund 0.45% 0.40% 0.35%
Phoenix Global Utilities Fund 0.65% 0.60% 0.55%
Phoenix Growth Opportunities Fund 0.75% 0.70% 0.65%
Phoenix High Yield Fund 0.65% 0.60% 0.55%
Phoenix International Real Estate
Securities Fund 1.00% 0.95% 0.90%
Phoenix International Strategies
Fund 0.85% 0.80% 0.75%
Phoenix Money Market Fund 0.40% 0.35% 0.30%
Phoenix Multi-Sector Fixed Income
Fund 0.55% 0.50% 0.45%
Phoenix Multi-Sector Short Term Bond
Fund 0.55% 0.50% 0.45%
Phoenix Real Estate Securities Fund 0.75% 0.70% 0.65%
Phoenix Senior Floating Rate Fund 0.60% 0.55% 0.50%
Phoenix Worldwide Strategies Fund 0.85% 0.80% 0.75%
