-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I0Brerok7xlFMJTgaBgnXBpJCVV/XzMsiwWl5NeYV+fnQgy8XpqwXn49fOT1GZjV OlxRg7z+7aEQdv1KUd7fKw== 0000940400-06-000588.txt : 20061128 0000940400-06-000588.hdr.sgml : 20061128 20061128114335 ACCESSION NUMBER: 0000940400-06-000588 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20060930 FILED AS OF DATE: 20061128 DATE AS OF CHANGE: 20061128 EFFECTIVENESS DATE: 20061128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX OPPORTUNITIES TRUST CENTRAL INDEX KEY: 0001005020 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: NSAR-B SEC ACT: 1940 Act SEC FILE NUMBER: 811-07455 FILM NUMBER: 061241249 BUSINESS ADDRESS: STREET 1: 101 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 415 677-1570 MAIL ADDRESS: STREET 1: 56 PROSPECT STREET STREET 2: P.O. BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX SENECA FUNDS DATE OF NAME CHANGE: 19990122 FORMER COMPANY: FORMER CONFORMED NAME: SENECA FUNDS DATE OF NAME CHANGE: 19951218 0001005020 S000001336 PHOENIX BOND FUND C000003572 CLASS A SAVAX C000003573 CLASS B SAVBX C000003574 CLASS C SAVCX C000003575 CLASS X SAVYX 0001005020 S000001338 PHOENIX EARNINGS DRIVEN GROWTH FUND C000003580 CLASS A EDGEX C000003581 CLASS B EDBEX C000003582 CLASS C EDBCX C000003583 CLASS X EDGIX 0001005020 S000013160 Phoenix Growth Opportunities Fund C000035425 Class A C000035426 Class C NSAR-B 1 phxsnsar.fil PAGE 1 000 B000000 09/30/2006 000 C000000 0001005020 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 PHOENIX OPPORTUNITIES TRUST FUNDS 001 B000000 811-7455 001 C000000 3027913197 002 A000000 909 MONTGOMERY STREET 002 B000000 SAN FRANCISCO 002 C000000 CA 002 D010000 94133 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 3 007 C010100 1 007 C010200 2 007 C020200 PHOENIX EARNINGS DRIVEN GROWTH FUND 007 C030200 N 007 C010300 3 007 C020300 PHOENIX BOND FUND 007 C030300 N 007 C010400 4 007 C010500 5 007 C020500 PHOENIX GROWTH OPPORTUNITIES FUND 007 C030500 N 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 010 A00AA01 PHOENIX EQUITY PLANNING CORPORATION 010 B00AA01 0 010 C01AA01 HARTFORD 010 C02AA01 CT 010 C03AA01 06103 011 A00AA01 PHOENIX EQUITY PLANNING CORPORATION 011 B00AA01 8-014100 011 C01AA01 HARTFORD 011 C02AA01 CT 011 C03AA01 06103 012 A00AA01 PHOENIX EQUITY PLANNING CORPORATION 012 B00AA01 84-5491 012 C01AA01 HARTFORD PAGE 2 012 C02AA01 CT 012 C03AA01 06103 013 A00AA01 PRICEWATERHOUSECOOPERS LLP 013 B01AA01 BOSTON 013 B02AA01 MA 013 B03AA01 02110 014 A00AA01 PHOENIX EQUITY PLANNING CORPORATION 014 B00AA01 8-014100 014 A00AA03 PXP SECURITIES CORP. 014 B00AA03 8-040035 014 A00AA04 RUTHERFORD, BROWN & CATHERWOOD, LLC 014 B00AA04 8-026902 014 A00AA05 PFG DISTRIBUTION COMPANY 014 B00AA05 8-048416 018 00AA00 Y 019 A00AA00 Y 019 B00AA00 95 019 C00AA00 PHOENIX-IP 020 A000001 JP MORGAN CHASE 020 B000001 13-3379014 020 C000001 10 020 A000002 INSTITUTIONAL DIRECT INC. 020 B000002 13-3466740 020 C000002 9 020 A000003 B-TRADES SERVICES LLC 020 B000003 13-3872408 020 C000003 7 020 A000004 OSCAR GRUSS & SON INC. 020 B000004 13-2913779 020 C000004 6 020 A000005 MERRILL LYNCH, PIERCE, FENNER & SMITH INC 020 B000005 13-5674085 020 C000005 6 020 A000006 LEHMAN BROTHERS 020 B000006 13-2518466 020 C000006 6 020 A000007 PACIFIC CREST SECURITIES 020 C000007 5 020 A000008 INSTINET CORP 020 B000008 13-3443395 020 C000008 5 020 A000009 BEAR, STEARNS & CO., INC. 020 B000009 13-3299429 020 C000009 5 020 A000010 CITICORP SECURITIES SERV. INC. 020 B000010 13-3214963 020 C000010 5 021 000000 145 022 A000001 STATE STREET BANK 022 B000001 04-1867445 022 C000001 441649 PAGE 3 022 D000001 111 022 A000002 MERRILL LYNCH, PIERCE, FENNER & SMITH INC. 022 B000002 13-5674085 022 C000002 427823 022 D000002 8866 022 A000003 BARCLAYS BANK PLC 022 C000003 300402 022 D000003 3787 022 A000004 HSBC SECURITIES 022 B000004 13-2650272 022 C000004 184921 022 D000004 3821 022 A000005 GREENWICH CAPITAL MARKETS 022 C000005 129146 022 D000005 19392 022 A000006 BANK OF AMERICA LLC 022 B000006 56-2058405 022 C000006 70062 022 D000006 57819 022 A000007 UBS AG 022 B000007 13-2638166 022 C000007 62962 022 D000007 37990 022 A000008 MORGAN STANLEY 022 B000008 13-2655998 022 C000008 30884 022 D000008 5727 022 A000009 CREDIT SUISSE FIRST BOSTON CORPORATION 022 B000009 13-5659485 022 C000009 25059 022 D000009 10158 022 A000010 GOLDMAN SACHS & CO. 022 B000010 13-5108880 022 C000010 26300 022 D000010 4716 023 C000000 1793786 023 D000000 221945 026 A000000 N 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A00AA00 Y 085 B00AA00 N 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 008 A000201 PHOENIX INVESTMENT COUNSEL, INC. 008 B000201 A 008 C000201 801-5995 008 D010201 HARTFORD 008 D020201 CT 008 D030201 06115 008 D040201 0480 008 A000202 SENECA CAPITAL MANAGEMENT LLC 008 B000202 S 008 C000202 801-51559 008 D010202 SAN FRANCISCO 008 D020202 CA 008 D030202 94133 015 A000201 STATE STREET BANK AND TRUST COMPANY 015 B000201 C 015 C010201 BOSTON 015 C020201 MA 015 C030201 02206 015 C040201 5501 015 E010201 X 024 000200 N 025 A000201 DELETE 025 D000201 0 025 D000202 0 025 D000203 0 025 D000204 0 025 D000205 0 025 D000206 0 025 D000207 0 025 D000208 0 028 A010200 261 028 A020200 0 028 A030200 0 028 A040200 1602 PAGE 6 028 B010200 88 028 B020200 0 028 B030200 0 028 B040200 8067 028 C010200 103 028 C020200 0 028 C030200 0 028 C040200 1160 028 D010200 57 028 D020200 0 028 D030200 0 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A000200 N 059 000200 Y 060 A000200 Y 060 B000200 Y 061 000200 25 062 A000200 N 062 B000200 0.0 062 C000200 0.0 062 D000200 0.0 062 E000200 0.0 062 F000200 0.0 062 G000200 0.0 062 H000200 0.0 062 I000200 0.0 062 J000200 0.0 062 K000200 0.0 062 L000200 0.0 062 M000200 0.0 062 N000200 0.0 062 O000200 0.0 062 P000200 0.0 062 Q000200 0.0 062 R000200 0.0 063 A000200 0 063 B000200 0.0 PAGE 8 066 A000200 Y 066 B000200 N 066 C000200 Y 066 D000200 N 066 E000200 N 066 F000200 N 066 G000200 N 067 000200 N 068 A000200 N 068 B000200 N 069 000200 N 070 A010200 Y 070 A020200 Y 070 B010200 Y 070 B020200 N 070 C010200 Y 070 C020200 N 070 D010200 Y 070 D020200 N 070 E010200 Y 070 E020200 N 070 F010200 Y 070 F020200 N 070 G010200 Y 070 G020200 N 070 H010200 Y 070 H020200 N 070 I010200 N 070 I020200 N 070 J010200 Y 070 J020200 N 070 K010200 Y 070 K020200 N 070 L010200 Y 070 L020200 Y 070 M010200 Y 070 M020200 N 070 N010200 Y 070 N020200 N 070 O010200 Y 070 O020200 N 070 P010200 Y 070 P020200 N 070 Q010200 Y 070 Q020200 N 070 R010200 Y 070 R020200 N 071 A000200 31096 071 B000200 57011 071 C000200 48547 071 D000200 64 PAGE 9 072 A000200 12 072 B000200 12 072 C000200 372 072 D000200 0 072 E000200 0 072 F000200 390 072 G000200 53 072 H000200 0 072 I000200 144 072 J000200 9 072 K000200 0 072 L000200 47 072 M000200 25 072 N000200 47 072 O000200 0 072 P000200 0 072 Q000200 0 072 R000200 31 072 S000200 4 072 T000200 265 072 U000200 0 072 V000200 0 072 W000200 15 072 X000200 1030 072 Y000200 193 072 Z000200 -453 072AA000200 4154 072BB000200 0 072CC010200 0 072CC020200 486 072DD010200 0 072DD020200 0 072EE000200 0 073 A010200 0.0000 073 A020200 0.0000 073 B000200 0.0000 073 C000200 0.0000 074 A000200 1 074 B000200 113 074 C000200 0 074 D000200 0 074 E000200 0 074 F000200 37535 074 G000200 0 074 H000200 0 074 I000200 0 074 J000200 0 074 K000200 0 074 L000200 12 074 M000200 28 074 N000200 37689 PAGE 10 074 O000200 0 074 P000200 72 074 Q000200 0 074 R010200 0 074 R020200 0 074 R030200 0 074 R040200 130 074 S000200 0 074 T000200 37487 074 U010200 841 074 U020200 1353 074 V010200 0.00 074 V020200 0.00 074 W000200 0.0000 074 X000200 3400 074 Y000200 0 075 A000200 0 075 B000200 49027 076 000200 0.00 008 A000301 PHOENIX INVESTMENT COUNSEL, INC. 008 B000301 A 008 C000301 801-5995 008 D010301 HARTFORD 008 D020301 CT 008 D030301 06115 008 D040301 0480 008 A000302 SENECA CAPITAL MANAGEMENT LLC 008 B000302 S 008 C000302 801-51559 008 D010302 SAN FRANCISCO 008 D020302 CA 008 D030302 94133 015 A000301 STATE STREET BANK AND TRUST COMPANY 015 B000301 C 015 C010301 BOSTON 015 C020301 MA 015 C030301 02206 015 C040301 5501 015 E010301 X 024 000300 Y 025 A000301 MERRILL LYNCH, PIERCE, FENNER & SMITH, INC. 025 B000301 13-5674085 025 C000301 D 025 D000301 710 025 A000302 MORGAN STANLEY 025 B000302 13-2655998 025 C000302 D 025 D000302 783 025 A000303 BANK OF AMERICA SECURITIES, LLC. 025 B000303 56-2058405 025 C000303 D PAGE 11 025 D000303 775 025 A000304 HSBC SECURITIES 025 B000304 13-2650272 025 C000304 D 025 D000304 154 025 A000305 LEHMAN BROTHERS 025 B000305 13-2518466 025 C000305 D 025 D000305 264 025 A000306 UBS AG 025 B000306 13-2638166 025 C000306 D 025 D000306 269 025 A000307 GOLDMAN SACHS & CO. 025 B000307 13-5108880 025 C000307 D 025 D000307 153 025 A000308 DELETE 025 D000308 0 028 A010300 535 028 A020300 191 028 A030300 0 028 A040300 783 028 B010300 47026 028 B020300 301 028 B030300 0 028 B040300 1661 028 C010300 282 028 C020300 249 028 C030300 0 028 C040300 1945 028 D010300 339 028 D020300 276 028 D030300 0 028 D040300 3365 028 E010300 641 028 E020300 284 028 E030300 0 028 E040300 4192 028 F010300 176 028 F020300 286 028 F030300 0 028 F040300 1299 028 G010300 48999 028 G020300 1587 028 G030300 0 028 G040300 13245 028 H000300 1136 029 000300 Y 030 A000300 9 030 B000300 4.75 PAGE 12 030 C000300 0.00 031 A000300 1 031 B000300 0 032 000300 8 033 000300 0 034 000300 Y 035 000300 11 036 A000300 N 036 B000300 0 042 A000300 0 042 B000300 0 042 C000300 34 042 D000300 66 042 E000300 0 042 F000300 0 042 G000300 0 042 H000300 0 043 000300 150 044 000300 0 045 000300 Y 046 000300 N 047 000300 Y 048 000300 0.500 048 A010300 0 048 A020300 0.000 048 B010300 0 048 B020300 0.000 048 C010300 0 048 C020300 0.000 048 D010300 0 048 D020300 0.000 048 E010300 0 048 E020300 0.000 048 F010300 0 048 F020300 0.000 048 G010300 0 048 G020300 0.000 048 H010300 0 048 H020300 0.000 048 I010300 0 048 I020300 0.000 048 J010300 0 048 J020300 0.000 048 K010300 0 048 K020300 0.000 055 A000300 Y 055 B000300 N 056 000300 Y 057 000300 N 058 A000300 N 059 000300 Y PAGE 13 060 A000300 Y 060 B000300 Y 061 000300 25 062 A000300 Y 062 B000300 0.0 062 C000300 26.4 062 D000300 0.0 062 E000300 0.0 062 F000300 0.0 062 G000300 0.0 062 H000300 0.0 062 I000300 0.0 062 J000300 0.0 062 K000300 0.0 062 L000300 0.0 062 M000300 22.2 062 N000300 34.8 062 O000300 0.0 062 P000300 36.5 062 Q000300 4.8 062 R000300 0.0 063 A000300 0 063 B000300 7.0 064 A000300 N 064 B000300 N 066 A000300 N 067 000300 N 068 A000300 N 068 B000300 N 069 000300 N 070 A010300 Y 070 A020300 Y 070 B010300 Y 070 B020300 N 070 C010300 Y 070 C020300 N 070 D010300 Y 070 D020300 N 070 E010300 Y 070 E020300 N 070 F010300 Y 070 F020300 N 070 G010300 Y 070 G020300 N 070 H010300 Y 070 H020300 N 070 I010300 N 070 I020300 N 070 J010300 Y 070 J020300 N 070 K010300 Y PAGE 14 070 K020300 N 070 L010300 Y 070 L020300 Y 070 M010300 Y 070 M020300 N 070 N010300 Y 070 N020300 N 070 O010300 Y 070 O020300 N 070 P010300 Y 070 P020300 N 070 Q010300 Y 070 Q020300 N 070 R010300 Y 070 R020300 N 071 A000300 210296 071 B000300 224667 071 C000300 76436 071 D000300 275 072 A000300 12 072 B000300 4122 072 C000300 0 072 D000300 0 072 E000300 0 072 F000300 386 072 G000300 75 072 H000300 0 072 I000300 78 072 J000300 17 072 K000300 0 072 L000300 26 072 M000300 34 072 N000300 47 072 O000300 0 072 P000300 0 072 Q000300 0 072 R000300 27 072 S000300 3 072 T000300 150 072 U000300 0 072 V000300 0 072 W000300 15 072 X000300 858 072 Y000300 62 072 Z000300 3326 072AA000300 0 072BB000300 1669 072CC010300 1815 072CC020300 0 072DD010300 0 072DD020300 0 PAGE 15 072EE000300 916 073 A010300 0.0000 073 A020300 0.0000 073 B000300 0.1480 073 C000300 0.0000 074 A000300 91 074 B000300 0 074 C000300 25864 074 D000300 96224 074 E000300 184 074 F000300 0 074 G000300 0 074 H000300 0 074 I000300 0 074 J000300 554 074 K000300 0 074 L000300 1049 074 M000300 35 074 N000300 124001 074 O000300 25713 074 P000300 91 074 Q000300 0 074 R010300 0 074 R020300 0 074 R030300 0 074 R040300 159 074 S000300 0 074 T000300 98038 074 U010300 2730 074 U020300 6775 074 V010300 0.00 074 V020300 0.00 074 W000300 0.0000 074 X000300 1247 074 Y000300 26686 075 A000300 0 075 B000300 77967 076 000300 0.00 008 A000501 PHOENIX INVESTMENT COUNSEL, INC. 008 B000501 A 008 C000501 801-5995 008 D010501 HARTFORD 008 D020501 CT 008 D030501 06115 008 D040501 0480 008 A000502 TURNER INVESTMENT PARTNERS, INC. 008 B000502 S 008 C000502 801-36220 008 D010502 BERWYN 008 D020502 PA 008 D030502 19312 PAGE 16 015 A000501 PFPC TRUST CO. 015 B000501 C 015 C010501 PHILADELPHIA 015 C020501 PA 015 C030501 19153 015 E010501 X 024 000500 Y 025 A000501 GOLDMAN SACHS & CO. 025 B000501 13-5108880 025 C000501 E 025 D000501 161 025 A000502 UBS AG 025 B000502 13-2638166 025 C000502 E 025 D000502 124 025 D000503 0 025 D000504 0 025 D000505 0 025 D000506 0 025 D000507 0 025 D000508 0 028 A010500 795 028 A020500 0 028 A030500 0 028 A040500 218 028 B010500 923 028 B020500 0 028 B030500 0 028 B040500 374 028 C010500 375 028 C020500 0 028 C030500 0 028 C040500 2020 028 D010500 49 028 D020500 0 028 D030500 0 028 D040500 178 028 E010500 88 028 E020500 0 028 E030500 0 028 E040500 1534 028 F010500 285 028 F020500 0 028 F030500 0 028 F040500 369 028 G010500 2515 028 G020500 0 028 G030500 0 028 G040500 4693 028 H000500 604 029 000500 Y PAGE 17 030 A000500 0 030 B000500 5.75 030 C000500 0.00 031 A000500 0 031 B000500 0 032 000500 0 033 000500 0 034 000500 N 035 000500 0 036 B000500 0 042 A000500 0 042 B000500 0 042 C000500 7 042 D000500 93 042 E000500 0 042 F000500 0 042 G000500 0 042 H000500 0 043 000500 7 044 000500 0 045 000500 Y 046 000500 N 047 000500 Y 048 000500 0.000 048 A010500 1000000 048 A020500 0.750 048 B010500 1000000 048 B020500 0.700 048 C010500 0 048 C020500 0.000 048 D010500 0 048 D020500 0.000 048 E010500 0 048 E020500 0.000 048 F010500 0 048 F020500 0.000 048 G010500 0 048 G020500 0.000 048 H010500 0 048 H020500 0.000 048 I010500 0 048 I020500 0.000 048 J010500 0 048 J020500 0.000 048 K010500 2000000 048 K020500 0.650 055 A000500 Y 055 B000500 N 056 000500 Y 057 000500 N 058 A000500 N PAGE 18 059 000500 Y 060 A000500 N 060 B000500 N 061 000500 25 062 A000500 N 062 B000500 0.0 062 C000500 0.0 062 D000500 0.0 062 E000500 0.0 062 F000500 0.0 062 G000500 0.0 062 H000500 0.0 062 I000500 0.0 062 J000500 0.0 062 K000500 0.0 062 L000500 0.0 062 M000500 0.0 062 N000500 0.0 062 O000500 0.0 062 P000500 0.0 062 Q000500 0.0 062 R000500 0.0 063 A000500 0 063 B000500 0.0 066 A000500 Y 066 B000500 N 066 C000500 Y 066 D000500 N 066 E000500 N 066 F000500 N 066 G000500 N 067 000500 N 068 A000500 N 068 B000500 N 069 000500 N 070 A010500 Y 070 A020500 N 070 B010500 Y 070 B020500 N 070 C010500 Y 070 C020500 N 070 D010500 Y 070 D020500 N 070 E010500 Y 070 E020500 N 070 F010500 Y 070 F020500 N 070 G010500 Y 070 G020500 N 070 H010500 Y 070 H020500 N PAGE 19 070 I010500 N 070 I020500 N 070 J010500 Y 070 J020500 N 070 K010500 Y 070 K020500 N 070 L010500 Y 070 L020500 Y 070 M010500 Y 070 M020500 N 070 N010500 Y 070 N020500 N 070 O010500 Y 070 O020500 N 070 P010500 Y 070 P020500 N 070 Q010500 Y 070 Q020500 N 070 R010500 Y 070 R020500 N 071 A000500 19000 071 B000500 17715 071 C000500 9382 071 D000500 189 072 A000500 12 072 B000500 1 072 C000500 64 072 D000500 0 072 E000500 1 072 F000500 72 072 G000500 13 072 H000500 0 072 I000500 35 072 J000500 35 072 K000500 0 072 L000500 2 072 M000500 1 072 N000500 6 072 O000500 0 072 P000500 0 072 Q000500 0 072 R000500 18 072 S000500 1 072 T000500 7 072 U000500 0 072 V000500 0 072 W000500 3 072 X000500 193 072 Y000500 73 072 Z000500 -54 072AA000500 0 PAGE 20 072BB000500 27 072CC010500 68 072CC020500 0 072DD010500 0 072DD020500 0 072EE000500 0 073 A010500 0.0000 073 A020500 0.0000 073 B000500 0.0000 073 C000500 0.0000 074 A000500 0 074 B000500 0 074 C000500 0 074 D000500 0 074 E000500 0 074 F000500 8331 074 G000500 0 074 H000500 0 074 I000500 0 074 J000500 213 074 K000500 2 074 L000500 78 074 M000500 29 074 N000500 8653 074 O000500 180 074 P000500 5 074 Q000500 0 074 R010500 0 074 R020500 0 074 R030500 0 074 R040500 95 074 S000500 0 074 T000500 8373 074 U010500 675 074 U020500 10 074 V010500 12.22 074 V020500 12.19 074 W000500 0.0000 074 X000500 303 074 Y000500 0 075 A000500 0 075 B000500 9484 076 000500 0.00 SIGNATURE W.PATRICK BRADLEY TITLE TREASURER EX-99.77Q1 OTHR EXHB 2 phxsq1.txt Exhibit 77Q1(a)(1) - Amended and Restated By-Laws of Registrant, dated November 16, 2005 filed via EDGAR herewith. Exhibit 77Q1(a)(2) - Amendment No. 1 to Amended & Restated By-Laws of Registrant, dated August 23, 2006 filed via EDGAR herewith. Exhibit 77Q(e)(1) - Amendment to Amended and Restated Investment Advisory Agreement between Phoenix Investment Counsel, Inc. and Registrant, dated June 8, 2006 on behalf of Growth Opportunities Fund, filed via EDGAR with Post-Effective Amendment No. 22 (File No. 033-65137) on June 9, 2006 and incorporated herein by reference. Exhibit 77Q(e)(2) - Subadvisory Agreement between Phoenix Investment Counsel, Inc. and Turner Investment Partners, Inc. on behalf of Phoenix Growth Opportunities Fund dated June 9, 2006, filed via EDGAR with Post-Effective Amendment No. 22 (File No. 033-65137) on June 9, 2006 and incorporated herein by reference. Exhibit 77Q(e)(3) - Third Amendment to Subadvisory Agreement between Phoenix Investment Counsel, Inc. and Seneca Capital Management LLC, dated September 1, 2006, on behalf of Phoenix Bond Fund and Phoenix Earnings Driven Growth Fund, filed via EDGAR herewith. EX-99.77Q1 OTHR EXHB 3 phxsq1a2.txt AMENDMENT NO. 1 to AMENDED & RESTATED BY-LAWS of PHOENIX OPPORTUNITIES TRUST A Delaware Statutory Trust ARTICLE II Meetings of Shareholders 4. Manner of Giving Notice; Affidavit of Notice. Notice of any meeting of shareholders shall be given either personally or by mail or telegraphic or other written communication, charges prepaid, addressed to the Shareholder at the address of that Shareholder appearing on the books of the Trust or its transfer agent or given by the Shareholder to the Trust for the purpose of notice. If no such address appears on the Trust's books or is given, notice shall be deemed to have been given if sent to that Shareholder by mail or telegraphic or other written communication to the Trust's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication or, where notice is given by publication, on the date of publication. If any notice addressed to a Shareholder at the address of that Shareholder appearing on the books of the Trust is returned to the Trust by the United States Postal Service marked to indicate that the Postal Service is unable to deliver the notice to the Shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the Shareholder on written demand of the Shareholder at the principal executive office of the Trust for a period of one year from the date of the giving of the notice. An affidavit of the mailing or other means of giving any notice of any meeting of Shareholders shall be filed and maintained in the minute book of the Trust. Approved: August 23, 2006 EX-99.77Q1 OTHR EXHB 4 phxsq1a3.txt 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/ Francis G. Waltman Name: Francis G. Waltman Title: Senior Vice President PHOENIX INVESTMENT COUNSEL, INC. By: /s/ John H. Beers Name: John H. Beers Title: Vice President and Clerk ACCEPTED: Seneca Capital Management LLC By: /s/ George R. Aylward Name: George R. Aylward Title: Executive Vice President EX-99.77Q1 OTHR EXHB 5 phxsq1a.txt AMENDED AND RESTATED BY-LAWS of PHOENIX-SENECA FUNDS A Delaware Statutory Trust INTRODUCTION A. Agreement and Declaration of Trust. These By-Laws shall be subject to the Agreement and Declaration of Trust, as may be amended from time to time (the "Declaration of Trust"), of Phoenix-Seneca Funds, a Delaware statutory trust (the "Trust"). In the event of any inconsistency between the terms hereof and the terms of the Declaration of Trust, the terms of the Declaration of Trust shall control. B. Definitions. Capitalized terms used herein and not herein defined are used as defined in the Declaration of Trust. ARTICLE I Offices 1. Principal Office. The Trustees shall fix and, from time to time, may change the location of the principal executive office of the Trust at any place within or outside the State of Delaware. 2. Delaware Office. The Trustees shall establish a registered office in the State of Delaware and shall appoint as the Trust's registered agent for service of process in the State of Delaware an individual resident of the State of Delaware or a Delaware corporation or a corporation authorized to transact business in the State of Delaware; in each case the business office of such registered agent for service of process shall be identical with the registered Delaware office of the Trust. 3. Other Offices. The Trustees may at any time establish branch or subordinate offices at any place or places where the Trust intends to do business. ARTICLE II Meetings of Shareholders 1. Place of Meetings. Meetings of Shareholders shall be held at any place designated by the Trustees. In the absence of any such designation, Shareholders' meetings shall be held at the principal executive office of the Trust. 2. Call of Meetings. Meetings of the Shareholders may be called at any time by the Trustees or by the President for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as herein provided or provided in the Declaration of Trust or upon any other matter as to which such vote or authority is deemed by the Trustees or the President to be necessary or desirable. To the extent required by the 1940 Act, meetings of the Shareholders for the purpose of voting on the removal of any Trustee shall be called promptly by the Trustees upon the written request of Shareholders holding at least ten percent (10%) of the outstanding Shares entitled to vote. 3. Notice of Meetings of Shareholders. All notices of meetings of Shareholders shall be sent or otherwise given in accordance with Section 4 of this Article II not less than ten (10) nor more than ninety (90) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting, and (ii) the general nature of the business to be transacted. The notice of any meeting at which Trustees are to be elected also shall include the name of any nominee or nominees whom at the time of the notice are intended to be presented for election. If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a Trustee has a direct or indirect financial interest, (ii) an amendment of the Agreement and Declaration of Trust of the Trust, (iii) a reorganization of the Trust, or (iv) a voluntary dissolution of the Trust, the notice shall also state the general nature of that proposal. 4. Manner of Giving Notice; Affidavit of Notice. Notice of any meeting of Shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the Shareholder at the address of that Shareholder appearing on the books of the Trust or its transfer agent or given by the Shareholder to the Trust for the purpose of notice. If no such address appears on the Trust's books or is given, notice shall be deemed to have been given if sent to that Shareholder by first-class mail or telegraphic or other written communication to the Trust's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication or, where notice is given by publication, on the date of publication. If any notice addressed to a Shareholder at the address of that Shareholder appearing on the books of the Trust is returned to the Trust by the United States Postal Service marked to indicate that the Postal Service is unable to deliver the notice to the Shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the Shareholder on written demand of the Shareholder at the principal executive office of the Trust for a period of one year from the date of the giving of the notice. An affidavit of the mailing or other means of giving any notice of any meeting of Shareholders shall be filed and maintained in the minute book of the Trust. 5. Adjourned Meeting; Notice. Any meeting of Shareholders, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the Shares represented at that meeting, either in person or by proxy. When any meeting of Shareholders is adjourned to another time or place, notice need not be given of the adjourned meeting at which the adjournment is taken, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than sixty (60) days from the date set for the original meeting, in which case the Trustees shall set a new record date. Notice of any such adjourned meeting shall be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3 and 4 of this Article II. At any adjourned meeting, the Trust may transact any business which might have been transacted at the original meeting. 6. Voting. The Shareholders entitled to vote at any meeting of Shareholders shall be determined in accordance with the provisions of the Declaration of Trust of the Trust, as in effect at such time. The Shareholders' vote may be by voice vote or by ballot, provided, however, that any election for Trustees must be by ballot if demanded by any Shareholder before the voting has begun. On any matter other than elections of Trustees, any Shareholder may vote part of the Shares in favor of the proposal and refrain from voting the remaining Shares or vote them against the proposal, but if the Shareholder fails to specify the number of Shares which the Shareholder is voting affirmatively, it will be conclusively presumed that the Shareholder's approving vote is with respect to the total Shares that the Shareholder is entitled to vote on such proposal. 7. Waiver of Notice by Consent of Absent Shareholders. The transactions of the meeting of Shareholders, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum be present either in person or by proxy and if either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of Shareholders. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting. 8. Shareholder Action by Written Consent Without a Meeting. Except as provided in the Declaration of Trust or the 1940 Act, any action that may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by Shareholders having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shareholders entitled to vote on that action were present and voted. All such consents shall be filed with the Secretary of the Trust and shall be maintained in the Trust's records. Any Shareholder giving a written consent or a transferee of the Shares or a personal representative of the Shareholder or their respective proxy holders may revoke the consent by a writing received by the Secretary of the Trust before written consents of the number of votes required to authorize the proposed action have been filed with the Secretary. If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the Secretary shall give prompt notice of the action approved by the Shareholders without a meeting. This notice shall be given in the manner specified in Section 4 of this Article II. 9. Record Date for Shareholder Notice, Voting and Giving Consents. (a) For purposes of determining the Shareholders entitled to vote or act at any meeting or adjournment thereof, the Trustees may fix in advance a record date which shall not be more than ninety (90) days nor less than ten (10) days before the date of any such meeting. Without fixing a record date for a meeting, the Trustees may for voting and notice purposes close the register or transfer books for one or more Series (or Classes) for all or any part of the period between the earliest date on which a record date for such meeting could be set in accordance herewith and the date of such meeting. If the Trustees do not so fix a record date or close the register or transfer books of the affected Series (or Classes), the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. (b) The record date for determining Shareholders entitled to give consent to action in writing without a meeting, (a) when no prior action of the Trustees has been taken, shall be the day on which the first written consent is given, or (b) when prior action of the Trustees has been taken, shall be (x) such date as determined for that purpose by the Trustees, which record date shall not precede the date upon which the resolution fixing it is adopted by the Trustees and shall not be more than 20 days after the date of such resolution, or (y) if no record date is fixed by the Trustees the record date shall be the close of business on the day on which the Trustees adopt the resolution relating to that action. Nothing in this Section shall be construed as precluding the Trustees from setting different record dates for different Series (or Classes). Only Shareholders of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, notwithstanding any transfer of Shares on the books of the Trust after such record date. 10. Proxies. Subject to the provisions of the Declaration of Trust, every Person entitled to vote for Trustees or on any other matter shall have the right to do so either in person or by proxy, provided that either (i) an instrument authorizing such a proxy to act is executed by the Shareholder in writing and dated not more than eleven (11) months before the meeting, unless the instrument specifically provides for a longer period or (ii) the Trustees adopt an electronic, telephonic, computerized or other alternative to execution of a written instrument authorizing the proxy to act which authorization is received not more than eleven (11) months before the meeting. A proxy shall be deemed executed by a Shareholder if the Shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder's attorney-in-fact or other authorized agent. A valid proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Trust stating that the proxy is revoked, by a subsequent proxy executed by or attendance at the meeting and voting in person by the person executing that proxy or revoked by such person using any electronic, telephonic, computerized or other alternative means authorized by the Trustees for authorizing the proxy to act; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Trust before the vote pursuant to that proxy is counted. A proxy with respect to Shares held in the name of two or more Persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. 11. Inspectors of Election. Before any meeting of Shareholders, the Trustees may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the Chairman of the meeting may appoint inspectors of election at the meeting. The number of inspectors shall be two (2). If any person appointed as inspector fails to appear or fails or refuses to act, the Chairman of the meeting may appoint a person to fill the vacancy. These inspectors shall: (a) Determine the number of Shares outstanding and the voting power of each, the Shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies; (b) Receive votes, ballots or consents; (c) Hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) Count and tabulate all votes or consents; (e) Determine when the polls shall close; (f) Determine the result; and (g) Do any other acts that may be proper to conduct the election or vote with fairness to all Shareholders. ARTICLE III Trustees 1. Powers. Subject to the applicable provisions of the 1940 Act, the Declaration of Trust and these By-Laws relating to action required to be approved by the Shareholders, the business and affairs of the Trust shall be managed and all powers shall be exercised by or under the direction of the Trustees. 2. Number of Trustees. The exact number of Trustees within any limits specified in the Declaration of Trust shall be fixed from time to time by a resolution of the Trustees. 3. Vacancies. Vacancies in the authorized number of Trustees may be filled as provided in the Declaration of Trust. 4. Place of Meetings and Meetings by Telephone. All meetings of the Trustees may be held at any place that has been designated from time to time by resolution of the Trustees. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Trust. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Trustees participating in the meeting can hear one another and, except as provided under the 1940 Act, all such Trustees shall be deemed to be present in person at the meeting. 5. Regular Meetings. Regular meetings of the Trustees shall be held without call at such time as shall from time to time be fixed by the Trustees. Such regular meetings may be held without notice. 6. Special Meetings. Special meetings of the Trustees for any purpose or purposes may be called at any time by the President or any Vice President or the Secretary or any two (2) Trustees. Notice of the time and place of special meetings shall be delivered personally or by telephone to each Trustee or sent by first-class mail, by telegram or telecopy (or similar electronic means) or by nationally recognized overnight courier, charges prepaid, addressed to each Trustee at that Trustee's address as it is shown on the records of the Trust. In case the notice is mailed, it shall be deposited in the United States mail at least seven (7) calendar days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or by telegram, telecopy (or similar electronic means) or overnight courier, it shall be given at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Trustee or to a person at the office of the Trustee who the person giving the notice has reason to believe will promptly communicate it to the Trustee. The notice need not specify the purpose of the meeting or the place if the meeting is to be held at the principal executive office of the Trust. 7. Quorum. A third of the authorized number of Trustees shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 9 of this Article III. Every act or decision done or made by a majority of the Trustees present at a meeting duly held at which a quorum is present shall be regarded as the act of the Trustees, subject to the provisions of the Declaration of Trust. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Trustees if any action taken is approved by at least a majority of the required quorum for that meeting. 8. Waiver of Notice. Notice of any meeting need not be given to any Trustee who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Trust or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Trustee who attends the meeting without protesting before or at its commencement the lack of notice to that Trustee. 9. Adjournment. A majority of the Trustees present, whether or not constituting a quorum, may adjourn any meeting to another time and place. 10. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 6 of this Article III to the Trustees who were present at the time of the adjournment. 11. Action Without a Meeting. Unless the 1940 Act requires that a particular action be taken only at a meeting at which the Trustees are present in person, any action to be taken by the Trustees at a meeting may be taken without such meeting by the written consent of a majority of the Trustees then in office. Any such written consent may be executed and given by telecopy or similar electronic means. Such written consents shall be filed with the minutes of the proceedings of the Trustees. If any action is so taken by the Trustees by the written consent of less than all of the Trustees, prompt notice of the taking of such action shall be furnished to each Trustee who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice. 12. Fees and Compensation of Trustees. Trustees and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the Trustees. This Section 12 shall not be construed to preclude any Trustee from serving the Trust in any other capacity as an officer, agent, employee, or otherwise and receiving compensation for those services. 13. Delegation of Power to Other Trustees. Any Trustee may, by power of attorney, delegate his or her power for a period not exceeding six (6) months at any one time to any other Trustee or Trustees; provided that in no case shall fewer than two (2) Trustees personally exercise the powers granted to the Trustees, except as otherwise expressly provided herein or by resolution of the Trustees. Except where applicable law may require a Trustee to be present in person, a Trustee represented by another Trustee pursuant to such power of attorney shall be deemed to be present for purposes of establishing a quorum and satisfying the required vote of Trustees. 14. Chairman. The Trustees may elect a Chairman. The Chairman, if such is elected, shall if present preside at meetings of the Trustees and shall, subject to the control of the Trustees, have general supervision, direction and control of the business and the officers of the Trust and exercise and perform such other powers and duties as may be from time to time assigned to him by the Trustees or prescribed by the Declaration of Trust or these By-Laws. The Chairman, if there be one, shall be a Trustee and may but need not be a Shareholder. ARTICLE IV Committees 1. Committees of Trustees. The Trustees may by resolution designate one or more committees, each consisting of two (2) or more Trustees, to serve at the pleasure of the Trustees. The Trustees may designate one or more Trustees as alternate members of any committee who may replace any absent member at any meeting of the committee. Any committee to the extent provided in the resolution of the Trustee, shall have the authority of the Trustees, except with respect to: (a) the approval of any action which under applicable law requires approval by a majority of the entire authorized number of Trustees or certain Trustees; (b) the filling of vacancies of Trustees; (c) the fixing of compensation of the Trustees for services generally or as a member of any committee; (d) the amendment or termination of the Declaration of Trust or any Series or Class or amendment of the By-Laws or the adoption of new By-Laws; (e) the amendment or repeal of any resolution of the Trustees which by its express terms is not so amendable or repealable; (f) a distribution to the Shareholders of the Trust, except at a rate or in a periodic amount or within a designated range determined by the Trustees; or (g) the appointment of any other committees of the Trustees or the members of such new committees. 2. Meetings and Action of Committees. Meetings and action of committees shall be governed by and held and taken in accordance with the provisions of Article III of these By-Laws, with such changes in the context thereof as are necessary to substitute the committee and its members for the Trustees generally, except that the time of regular meetings of committees may be determined either by resolution of the Trustees or by resolution of the committee. Special meetings of committees may also be called by resolution of the Trustees. Alternate members shall be given notice of meetings of committees and shall have the right to attend all meetings of committees. The Trustees may adopt rules for the governance of any committee not inconsistent with the provisions of these By-Laws. ARTICLE V Officers 1. Officers. The officers of the Trust shall be a President, a Secretary, a Chief Compliance Officer and a Treasurer. The Trust may also have, at the discretion of the Trustees, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person. Any officer may but need not be a Trustee or Shareholder. 2. Election of Officers. The officers of the Trust, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the Trustees, and each shall serve at the pleasure of the Trustees, subject to the rights, if any, of an officer under any contract of employment. 3. Subordinate Officers. The Trustees may appoint and may empower the President to appoint such other officers as the business of the Trust may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these By-Laws or as the Trustees may from time to time determine. 4. Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Trustees at any regular or special meeting of the Trustees. With the exception of the Chief Compliance Officer, any officer may be removed by the principal executive officer or by such other officer upon whom such power of removal may be conferred by the Trustees. Any officer may resign at any time by giving written notice to the Trust. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Trust under any contract to which the officer is a party. 5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these By-Laws for regular appointment to that office. The President may make temporary appointments to a vacant office pending action by the Trustees, except in the case of the Chief Compliance Officer. 6. President. The President shall be the chief operating officer of the Trust and shall, subject to the control of the Trustees and the Chairman, have general supervision, direction and control of the business and the officers of the Trust. He or she shall preside at all meetings of the Trustees in the absence of the Chairman. He or she shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Trustees, the Declaration of Trust or these By-Laws. 7. Vice Presidents. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Trustees or if not ranked, the Executive Vice President (who shall be considered first ranked) and such other Vice Presidents as shall be designated by the Trustees, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Trustees, the President or by these By-Laws. 8. Secretary. The Secretary shall keep or cause to be kept at the principal executive office of the Trust or such other place as the Trustees may direct a book of minutes of all meetings and actions of Trustees, committees of Trustees and Shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Trustees' meetings or committee meetings, the number of Shares present or represented at meetings of Shareholders and the proceedings. The Secretary shall keep or cause to be kept at the principal executive office of the Trust or at the office of the Trust's transfer agent or registrar, a Share register or a duplicate Share register showing the names of all Shareholders and their addresses, the number and classes of Shares held by each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Trustees (or committees thereof) required to be given by these By-Laws or by applicable law and shall have such other powers and perform such other duties as may be prescribed by the Trustees or by these By-Laws. 9. Chief Compliance Officer. The Chief Compliance Officer shall be elected by a majority of the Trustees, including a majority of the Trustees who are not interested persons pursuant to Section 2(a)(19) of the Investment Company Act of 1940 (the "1940 Act"), and otherwise in accordance with Rule 38a-1 under the 1940 Act. The Chief Compliance Officer shall perform the duties and have the responsibilities outlined in Rule 38a-1 of the 1940 Act and shall perform such other duties and have such other responsibilities as from time to time may be assigned to him by the Trustees. The Chief Compliance Officer's compensation shall be determined by the Trustees. The Chief Compliance Officer shall report directly to the Trustees or a committee of the Trustees in carrying out his functions. 10. Treasurer. The Treasurer shall be the chief financial officer and chief accounting officer of the Trust and shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Trust and each Series and Class thereof, including accounts of the assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings of all Series and Classes thereof. The books of account shall at all reasonable times be open to inspection by any Trustee. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Trust with such depositaries as may be designated by the Board of Trustees. He or she shall disburse the funds of the Trust as may be ordered by the Trustees, shall render to the President and Trustees, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Trust and shall have other powers and perform such other duties as may be prescribed by the Trustees or these By-Laws. ARTICLE VI Indemnification of Trustees, Officers, Employees and Other Agents 1. Agents, Proceedings, Expenses. For the purpose of this Article, "agent" means any Person who is or was a Trustee, officer, employee or other agent of the Trust or is or was serving at the request of the Trust as a trustee, director, officer, employee or agent of another organization in which the Trust has any interest as a Shareholder, creditor or otherwise: "proceeding" means any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including appeals); and "expenses" includes, without limitation, accountant's and attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and all other liabilities whatsoever. 2. Indemnification. Subject to the exceptions and limitations contained in Section 3 below, every agent shall be indemnified by the Trust to the fullest extent permitted by law against all liabilities and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been an agent. 3. Limitations, Settlements. No indemnification shall be provided hereunder to an agent: (a) who shall have been adjudicated by the court or other body before which the proceeding was brought to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office (collectively, "disabling conduct"); or (b) with respect to any proceeding disposed of (whether by settlement, pursuant to a consent decree or otherwise) without an adjudication by the court or other body before which the proceeding was brought that such agent was liable to the Trust or its Shareholders by reason of disabling conduct, unless there has been a determination that such agent did not engage in disabling conduct: (i) by the court or other body before which the proceeding was brought; (ii) by at least a majority of those Trustees who are neither Interested Persons (within the meaning of the 1940 Act) of the Trust nor are parties to the proceeding based upon a review of readily available facts (as opposed to a full trial-type inquiry); or (iii) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial- type inquiry); provided, however, that indemnification shall be provided hereunder to an agent with respect to any proceeding in the event of (1) a final decision on the merits by the court or other body before which the proceeding was brought that the agent was not liable by reason of disabling conduct, or (2) the dismissal of the proceeding by the court or other body before which it was brought for insufficiency of evidence of any disabling conduct with which such agent has been charged. 4. Insurance, Rights Not Exclusive. The rights of indemnification herein provided may be insured against by policies maintained by the Trust on behalf of any agent, shall be severable, shall not be exclusive of or affect any other rights to which any agent may now or hereafter be entitled and shall inure to the benefit of the heirs, executors and administrators of any agent. 5. Advance of Expenses. Expenses incurred by an agent in connection with the preparation and presentation of a defense to any proceeding may be paid by the Trust from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such agent that such amount will be paid over by him or her to the Trust if it is ultimately determined that he or she is not entitled to indemnification under this Article VI; provided, however, that (a) such agent shall have provided appropriate security for such undertaking, (b) the Trust is insured against losses arising out of any such advance payments or (c) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the proceeding, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such agent will be found entitled to indemnification under this Article VI. 6. Experts and Lead Independent Trustee. The appointment, designation or identification of a Trustee as Chairman or Co- Chairman of the Board of Trustees, a member or chair of a committee of the Board of Trustees, an expert on any topic or in any area (including an audit committee financial expert), or the lead independent Trustee, shall not (a) impose on that person any duty, obligation or liability that is greater than the duties, obligations and liabilities imposed on that person as a Trustee in the absence of the appointment, designation or identification or (b) affect in any way such Trustee's rights or entitlement to indemnification in such absence, and no Trustee who has special skills or expertise, or is appointed, designated or identified as an expert as aforesaid, shall (x) be held to a higher standard of care by virtue thereof or (y) be limited with respect to indemnification to which such Trustee would otherwise be entitled. 7. Fiduciaries of Employee Benefit Plan. This Article does not apply to any proceeding against any Trustee, investment manager or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of this Trust as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a Trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article. ARTICLE VII Records and Reports 1. Maintenance and Inspection of Share Registrar. The Trust shall maintain at its principal executive office or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Trustees, a record of its Shareholders, giving the names and addresses of all Shareholders and the number and Series (and, as applicable, Class) of Shares held by each Shareholder. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Trustees from time to time, the record of the Trust's Shareholders shall be open to inspection upon the written request of any Shareholder at any reasonable time during usual business hours for a purpose reasonably related to the holder's interests as a Shareholder. 2. Maintenance and Inspection of By-Laws. The Trust shall keep at its principal executive office the original or a copy of these By-Laws as amended to date, which shall be open to inspection by the Shareholders at all reasonable times during office hours. 3. Maintenance and Inspection of Other Records. The accounting books and records and minutes of proceedings of the Shareholders and the Trustees and any committee or committees of the Trustees shall be kept at such place or places designated by the Trustees or in the absence of such designation, at the principal executive office of the Trust. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. Minutes and accounting books and records shall be open to inspection upon the written request of any Shareholder at any reasonable time during usual business hours for a purpose reasonably related to the holder's interests as a Shareholder. Any such inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Notwithstanding the foregoing, the Trustees shall have the right to keep confidential from Shareholders for such period of time as the Trustees deem reasonable, any information which the Trustees reasonably believe to be in the nature of trade secrets or other information the disclosure of which the Trustees in good faith believe is not in the best interests of the Trust or could damage the Trust or its business or which the Trust is required by law or by agreement with a third party to keep confidential. 4. Inspection by Trustees. Every Trustee shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. 5. Financial Statements. A copy of any financial statements and any income statement of the Trust for each semi- annual period of each fiscal year and accompanying balance sheet of the Trust as of the end of each such period that has been prepared by the Trust shall be kept on file in the principal executive office of the Trust for at least twelve (12) months and each such statement shall be exhibited at all reasonable times to any Shareholder demanding an examination of any such statement or a copy shall be mailed to any such Shareholder. The semi-annual income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the Trust or the certificate of an authorized officer of the Trust that the financial statements were prepared without audit from the books and records of the Trust. ARTICLE VIII General Matters 1. Checks, Drafts, Evidence of Indebtedness. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Trust shall be signed or endorsed in such manner and by such person or persons as shall be designated from time to time in accordance with the resolution of the Board of Trustees. 2. Contracts and Instruments; How Executed. The Trustees, except as otherwise provided in these By-Laws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Trust and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Trustees or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Trust by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. 3. Certificates for Shares. The Trustees may at any time authorize the issuance of Share certificates for any one or more Series or Classes. In that event, each Shareholder of an affected Series or Class shall be entitled upon request to receive a certificate evidencing such Shareholder's ownership of Shares of the relevant Series or Class (in such form as shall be prescribed from time to time by the Trustees). All certificates shall be signed in the name of the Trust by the President or Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of Shares and the Series of Shares owned by the Shareholders. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the Trust with the same effect as if that person were an officer, transfer agent or registrar at the date of issue. Notwithstanding the foregoing, the Trust may adopt and use a system of issuance, recordation and transfer of its Shares by electronic or other means. 4. Lost Certificates. Except as provided in this Section 4, no new certificates for Shares shall be issued to replace an old certificate unless the latter is surrendered to the Trust and canceled at the same time. The Trustees may, in the event any Share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Trustees may require, including a provision for indemnification of the Trust secured by a bond or other adequate security sufficient to protect the Trust against any claim that may be made against it, including any expense or liability on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate. 5. Representation of Shares of Other Entities held by Trust. The President or any Vice President or any other person authorized by the Trustees or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Trust any and all Shares of any corporation, partnership, trusts, or other entities, foreign or domestic, standing in the name of the Trust. The authority granted may be exercised in person or by a proxy duly executed by such designated person. 6. Fiscal Year. The fiscal year of the Trust shall be fixed and refixed or changed from time to time by the Trustees. The fiscal year of the Trust shall be the taxable year of each Series and Class of the Trust. 7. Seal. The seal of the Trust shall consist of a flat- faced dye with the words "Phoenix-Seneca Funds, Delaware Statutory Trust, 1995" cut or engraved thereon. However, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust. ARTICLE IX Amendments 1. Amendment. Except as otherwise provided by applicable law or by the Declaration of Trust, these By-Laws may be restated, amended, supplemented or repealed by the Trustees, provided that no restatement, amendment, supplement or repeal hereof shall limit the rights to indemnification or insurance provided in Article VI hereof with respect to any acts or omissions of agents (as defined in Article VI) of the Trust prior to such amendment. 2. Incorporation by Reference into Agreement and Declaration of Trust by the Trust. These By-Laws and any amendments thereto shall be deemed incorporated by reference in the Declaration of Trust. Amended on: November 16, 2005. EX-99.77B ACCT LTTR 6 phxsb.txt PricewaterhouseCoopers LLP 125 High Street Boston, MA 02110-1707 Telephone (617) 530 5000 Facsimile (617) 530 5001 www.pwc.com Report of Independent Registered Public Accounting Firm To the Board of Trustees of Phoenix Opportunities Trust and Shareholders of Phoenix Bond Fund Phoenix Earnings Driven Growth Fund and Phoenix Growth Opportunity Fund In planning and performing our audit of the financial statements of the Phoenix Opportunity Trust (the "Trust") as of and for the year ended September 30, 2006, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Trust's internal control over financial reporting, including control activities for safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion. The management of the Trust is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Such internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the company's ability to initiate, authorize, record, process or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the company's annual or interim financial statements that is more than inconsequential will not be prevented or detected. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Our consideration of the Trust's internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be significant deficiencies or material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Trust's internal control over financial reporting and its operation, including controls for safeguarding securities, that we consider to be a material weakness as defined above as of September 30, 2006. This report is intended solely for the information and use of management and the Board of Trustees of Phoenix Opportunity Trust and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. PricewaterhouseCoopers LLP November 17, 2006 EX-99.77C VOTES 7 phxs77c.txt RESULTS OF SHAREHOLDER MEETING June 8, 2006 A Special Meeting of the Shareholders of Turner Strategic Growth Fund was held on June 8, 2006, to approve an Agreement and Plan of Reorganization by and between the Turner Funds on behalf of the Turner Strategic Growth Fund (the "Fund") and Phoenix Opportunities Trust (the "Phoenix Trust"), on behalf of the Phoenix Growth Opportunities Fund (the "Phoenix Fund") which provided for and contemplated: (1) The transfer of all of the assets and liabilities of the Fund to the Phoenix Fund, a corresponding series of the Phoenix Trust, in exchange for Class A shares of the Phoenix Fund. (2) the distribution of the shares of the Phoenix Fund to shareholders of the Fund in liquidation of the Fund. NUMBER OF VOTES: For 513,007 Against 4,950 Abstain 5,933 EX-99 8 phxs77q3.txt EXHIBIT 77Q3 TO FORM N-SAR Registrant Name: Phoenix-Opportunities Trust File Number: 811-7455 Registrant CIK Number: 0001005020 Sub-Item 77Q3 Because the electronic format for filing Form NSAR does not provide adequate space for responding to Items 72DD1, 72DD2, 73A1, 73A2, 74U1, 74U2, 74V1, and 74V2 correctly, the correct answers are as follows: 72DD1/72DD2- Series 2 - Class A $0, Class B $0, Class C $0, Class X $0 Series 3 - Class A $1157, Class B $203, Class C $57, Class X $1848. 72EE Series 2 - Class A $0, Class B $0, Class C $0, Class X $0 Series 3 - Class A $418, Class B $93, Class C $27, Class X $378 73A1/73A2- Series 2 - Class A $0.00, Class B $0.00, Class C $0.00, Class X $0.00 Series 3 - Class A $0.413, Class B $0.337, Class C $0.337, Class X $0.439 74U1/74U2- Series 2 - Class A 841, Class B 650, Class C 459, Class X 245 Series 3 - Class A 2730, Class B 542, Class C 139, Class X 6094 74V1/74V2- Series 2 - Class A $17.62, Class B $16.43, Class C $16.43, Class X $18.17. Series 3 - Class A $10.27, Class B $10.07, Class C $10.09, Class X $10.36. .. -----END PRIVACY-ENHANCED MESSAGE-----