Exhibit d.7
Third Amendment to Subadvisory Agreement
THIRD AMENDMENT
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TO SUBADVISORY AGREEMENT
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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.
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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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Clerk
ACCEPTED:
SENECA CAPITAL MANAGEMENT LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
