PHOENIX OPPORTUNITIES TRUST Phoenix Market Neutral Fund SUBADVISORY AGREEMENT June 27, 2007Subadvisory Agreement • September 24th, 2007 • Phoenix Opportunities Trust • Delaware
Phoenix Opportunities Trust (the “Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the “Act”), and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including the Phoenix Market Neutral Fund (collectively, sometimes hereafter referred to as the “Series”).
AMENDMENT TO SCHEDULE A of ADMINISTRATION AGREEMENTAdministration Agreement • September 24th, 2007 • Phoenix Opportunities Trust
THIS AMENDMENT made effective as of the 27th day of June, 2007 amends that certain administration agreement, dated as of July 1, 2006 between the trusts listed on Schedule A (each, a “Trust” and together the “Trusts”) including the funds listed under each Trust (each, a “Fund” and together the “Funds”) and Phoenix Equity Planning Corporation, a Connecticut Corporation (the “Administration Agreement”) as herein below provided.
PHOENIX EQUITY PLANNING CORPORATION Hartford, CT 06115-0480Sales Agreement • September 24th, 2007 • Phoenix Opportunities Trust • Connecticut
Phoenix Equity Planning Corporation (“PEPCO”, “we”, “us”, or “our”) invites you to participate in the sale and distribution of shares of registered investment companies (which shall collectively be referred to hereinafter as the “Funds”) for which we are national distributor or principal underwriter, and which may be listed in Annex A hereto which such Annex may be amended by us from time to time. Upon acceptance of this agreement by PEPCO, you may offer and sell shares of each of the Funds (hereafter “Shares”) subject, however, to the terms and conditions hereof including our right to suspend or cease the sale of such shares. For the purposes hereof, the above referenced dealer shall be referred to as “you”.
PHOENIX OPPORTUNITIES TRUST (the “Fund”) CLASS T SHARES DISTRIBUTION PLAN PURSUANT TO RULE 12b-1 under the INVESTMENT COMPANY ACT OF 1940Distribution Plan • September 24th, 2007 • Phoenix Opportunities Trust
FOURTH AMENDMENT TO SUBADVISORY AGREEMENTSubadvisory Agreement • September 24th, 2007 • Phoenix Opportunities Trust
THIS AMENDMENT effective as of the 27th day of June, 2007 amends that certain Subadvisory Agreement effective July 1, 1998, as amended also on July 1, 1998, on November 20, 2002 and on September 1, 2006 (the “Agreement”) among Phoenix Opportunities Trust (the “Trust”), 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 SCM Advisors, LLC (f/k/a Seneca Capital Management LLC), a California limited liability company (the “Subadviser”) as follows:
SECOND AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • September 24th, 2007 • Phoenix Opportunities Trust
THIS AMENDMENT effective as of the 27th day of June, 2007 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002 and that Amendment dated as of June 8, 2006 (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:
SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT PHOENIX OPPORTUNITIES TRUSTExpense Limitation Agreement • September 24th, 2007 • Phoenix Opportunities Trust • Delaware
This Second Amended and Restated Expense Limitation Agreement (the “Agreement”) effective as of June 27, 2007 amends those certain Expense Limitation Agreements effective as of February 1, 2006 and June 8, 2006, as amended and restated effective also as of June 8, 2006 by and between Phoenix Opportunities Trust, a Delaware statutory trust (the “Registrant”), on behalf of each series of the Registrant listed in Appendix A (each a “Fund” and collectively, the “Funds”) and the Adviser of each of the Funds, Phoenix Investment Counsel, Inc., a Massachusetts corporation (the “Adviser”).
