PHOENIX OPPORTUNITIES TRUST Phoenix International Strategies Fund Phoenix Worldwide Strategies Fund SUBADVISORY AGREEMENTSubadvisory Agreement • January 28th, 2008 • Phoenix Opportunities Trust • Delaware
FIRST AMENDMENT to ADMINISTRATION AGREEMENTAdministration Agreement • January 28th, 2008 • Phoenix Opportunities Trust
THIS AMENDMENT made effective as of the 15th day of November, 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.
FOURTH AMENDMENT TO SCHEDULE A of ADMINISTRATION AGREEMENTAdministration Agreement • January 28th, 2008 • Phoenix Opportunities Trust
THIS AMENDMENT made effective as of the 31st day of January, 2008 amends that certain administration agreement, dated as of July 1, 2006, as amended November 15, 2007 and whose Schedule A was amended on June 27, 2007, September 24, 2007 and October 1, 2007, 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.
SECOND AMENDMENT TO SUBADVISORY AGREEMENTSubadvisory Agreement • January 28th, 2008 • Phoenix Opportunities Trust
THIS AMENDMENT effective as of the 31st day of January, 2008 amends that certain Subadvisory Agreement effective June 27, 2007 as amended on September 24, 2007 (the “Agreement”) among Phoenix Opportunities Trust (the “Fund”), a Delaware statutory trust on behalf of its series Phoenix CA Tax-Exempt Bond Fund, Phoenix Core Bond Fund, Phoenix Diversifier PHOLIO, Phoenix Money Market Fund, Phoenix Multi-Sector Fixed Income Fund, Phoenix Multi-Sector Short Term Bond Fund, Phoenix Wealth Accumulator, Phoenix Wealth Builder PHOLIO and Phoenix Wealth Guardian PHOLIO (each a “Series”), Phoenix Investment Counsel, Inc., a Massachusetts corporation (the “Adviser”) and Goodwin Capital Advisers, Inc., a New York corporation (the “Subadviser”) as follows:
FOURTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • January 28th, 2008 • Phoenix Opportunities Trust
FIFTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT PHOENIX OPPORTUNITIES TRUSTExpense Limitation Agreement • January 28th, 2008 • Phoenix Opportunities Trust • Delaware
This Fifth Amended and Restated Expense Limitation Agreement (the “Agreement”) effective as of January 31, 2008 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, June 27, 2007, August 23, 2007 and September 24, 2007 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”).
