STATE OF DELAWARE

                        CERTIFICATE OF AMENDMENT
                   TO CERTIFICATE OF STATUTORY TRUST
                     OF PHOENIX OPPORTUNITIES TRUST


      This Certificate of Amendment is being executed as of
August 21, 2008 for the purposes of amending the Certificate of
Statutory Trust filed with the Secretary of State of the State
of Delaware on December 18, 1995 pursuant to the Delaware
Statutory Trusts Act, 12 Del. C. Section 3801 (the "Act").

   The undersigned hereby certifies as follows:

1.  The name of the statutory trust is Phoenix Opportunities Trust.

2.  The name of the statutory trust shall be amended by
filing a Certificate of Amendment to Certificate of
Statutory Trust as follows:

    Name:  The name of the statutory trust is Virtus Opportunities Trust.

3.  Effective Date and Time: This Certificate of Amendment
to Certificate of Statutory Trust shall be effective
immediately upon filing in the Office of the Secretary
of State of the State of Delaware.

      IN WITNESS WHEREOF, the undersigned, being one of the
trustees of the Trust, has executed this Certificate of
Amendment to Certificate of Statutory Trust as of the day and
year first above written.

                     /s/ Philip R. McLoughlin
                 By: ____________________________
                 Name: Philip R. McLoughlin
                 Title:   Trustee