THIRD AMENDMENT
TO SUBADVISORY AGREEMENT
THIS AMENDMENT, effective as of the 1st day of September,
2006 amends that certain Subadvisory Agreement effective July 1,
1998, as amended also on July 1, 1998 and on November 20, 2002
(the "Agreement"), among Phoenix Opportunities Trust (f/k/a
Phoenix-Seneca Funds), a Delaware statutory trust on behalf of
its series Phoenix Bond Fund and Phoenix Earnings Driven Growth
Fund (the "Fund"), Phoenix Investment Counsel, Inc., a
Massachusetts corporation (the "Adviser") and Seneca Capital
Management LLC, a California limited liability company (the
"Subadviser") as follows:
1. Any and all references to the name of the Fund as
Phoenix-Seneca Funds shall hereafter refer to the Fund as
Phoenix Opportunities Trust.
2. Any and all references to the series known as Phoenix-
Seneca Growth Fund and Phoenix-Seneca Real Estate
Securities Fund are hereby deleted from the Agreement.
3. The name of the series known as Phoenix-Seneca Bond Fund
has been changed to Phoenix Bond Fund.
4. The name of the series known as Phoenix-Seneca Mid-Cap
"EDGE"SM Fund has been changed to Phoenix Earnings Driven
Growth Fund.
5. The following provision is hereby added as Section 20 to
the Agreement:
Prohibited Conduct.
In providing the services described in this Agreement,
the Subadviser will not consult with any other investment
advisory firm that provides investment advisory services
to any investment company sponsored by Phoenix Investment
Partners, Ltd. regarding transactions for the Fund in
securities or other assets. The Fund shall provide the
Subadviser with a list of investment companies sponsored
by Phoenix and the Subadviser shall be in breach of the
foregoing provision only if the investment company is
included in such a list provided to the Subadviser prior
to such prohibited action. In addition, the Subadviser
shall not, without the prior written consent of the Fund
and the Adviser, delegate any obligation assumed pursuant
to this Agreement to any affiliated or unaffiliated third
party.
6. All provisions of the Agreement remain in full force and
effect and are unchanged in any other respects.
7. 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.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers.
PHOENIX OPPORTUNITIES TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
ACCEPTED:
Seneca Capital Management LLC
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
