FIFTH AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT effective as of the 1st day of October, 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, as of September 24, 2007 and as of
January 31, 2008 (the "Agreement") by and between Phoenix
Opportunities Trust (formerly known as Phoenix-Seneca Funds), a
Delaware statutory trust (the "Trust") and Virtus Investment
Advisers, Inc., a Massachusetts corporation (the "Adviser") as
follows:
1. All references to Phoenix Growth Opportunities Fund and
Phoenix International Strategies Fund are hereby deleted
from the Agreement.
2. The names of the series party to this agreement have been
changed as follows: Phoenix Bond Fund is now Xxxxxx Xxxx
Fund; Phoenix Diversifier PHOLIO is now Virtus Alternatives
Diversifier Fund; Phoenix Market Neutral Fund is now Virtus
Market Neutral Fund; Phoenix Wealth Accumulator PHOLIO is
now Virtus Wealth Accumulator Fund; Phoenix Wealth Builder
PHOLIO is now Virtus Wealth Builder Fund; Phoenix Wealth
Guardian PHOLIO is now Virtus Wealth Guardian Fund; Phoenix
CA Tax-Exempt Bond Fund is now Virtus CA Tax-Exempt Bond
Fund; Phoenix Core Bond Fund is now Virtus Core Bond Fund;
Phoenix Global Utilities Fund is now Virtus Global
Infrastructure Fund; Phoenix High Yield Fund is now Virtus
High Yield Fund; Phoenix International Real Estate
Securities Fund is now Virtus International Real Estate
Securities Fund; Phoenix Money Market Fund is now Virtus
Money Market Fund; Phoenix Multi-Sector Fixed Income Fund
is now Virtus Multi-Sector Fixed Income Fund; Phoenix
Multi-Sector Short Term Bond Fund is now Virtus Multi-
Sector Short Term Bond Fund; Phoenix Real Estate Securities
Fund is now Virtus Real Estate Securities Fund; Phoenix
Senior Floating Rate Fund is now Virtus Senior Floating
Rate Fund; Phoenix Worldwide Strategies Fund is now Virtus
Worldwide Strategies Fund and Phoenix Foreign Opportunities
Fund is now Virtus Foreign Opportunities Fund.
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.
[signature page follows]
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
VIRTUS INVESTMENT ADVISERS, INC.
By: /s/Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
SCHEDULE A
SERIES INVESTMENT ADVISORY FEE
Virtus Alternatives Diversifier Fund 0.10%
Xxxxxx Xxxx Fund 0.50%
Virtus Market Neutral Fund 1.50%
Virtus Wealth Accumulator Fund 0.10%
Virtus Wealth Builder Fund 0.10%
Virtus Wealth Guardian Fund 0.10%
1ST $1 $1+ $2+
BILLION BILLION BILLION
THROUGH
$2
BILLION
Virtus CA Tax-Exempt Bond Fund 0.45% 0.40% 0.35%
Virtus Core Bond Fund 0.45% 0.40% 0.35%
Virtus Global Infrastructure Fund 0.65% 0.60% 0.55%
Virtus High Yield Fund 0.65% 0.60% 0.55%
Virtus International Real
Estate Securities Fund 1.00% 0.95% 0.90%
Virtus Money Market Fund 0.40% 0.35% 0.30%
Virtus Multi-Sector Fixed
Income Fund 0.55% 0.50% 0.45%
Virtus Multi-Sector Short
Term Bond Fund 0.55% 0.50% 0.45%
Virtus Real Estate Securities Fund 0.75% 0.70% 0.65%
Virtus Senior Floating Rate Fund 0.60% 0.55% 0.50%
Virtus Worldwide Strategies Fund 0.85% 0.80% 0.75%
1ST $2 $2+ $4+
BILLION BILLION BILLION
THROUGH
$4
BILLION
Virtus Foreign Opportunities Fund 0.85% 0.80% 0.75%
