Second Amendment to Subadvisory Agreement between PIC and Goodwin

EX-99.D19 5 dex99d19.htm SECOND AMENDMENT TO SUBADVISORY AGREEMENT BETWEEN PIC AND GOODWIN Second Amendment to Subadvisory Agreement between PIC and Goodwin

Exhibit 23.d.19.

SECOND AMENDMENT

TO SUBADVISORY AGREEMENT

THIS AMENDMENT effective as of the 31^st 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:

1.	Phoenix Senior Floating Rate Fund is hereby added as an additional series to the Agreement.

2.	Schedule F to the Agreement is hereby deleted and Schedule F attached hereto is substituted in its place.

Except as expressly amended hereby, all provisions of the Agreement shall remain in full force and effect and are unchanged in all other respects. All initial capitalized terms used herein shall have such meanings as ascribed thereto in the Agreement. All terms and phrases in quotations shall have such meaning as ascribed thereto in the Investment Company Act of 1940, as amended.

4.	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 intending to be legally bound have caused this Agreement to be executed by their duly authorized officers.


PHOENIX OPPORTUNITIES TRUST

By:		/s/ George R. Aylward
Name:		George R. Aylward
Title:		President

PHOENIX INVESTMENT COUNSEL, INC.

By:		/s/ John H. Beers
Name:		John H. Beers
Title:		Vice President and Clerk

ACCEPTED:

GOODWIN CAPITAL ADVISERS, INC.

By:		/s/ John H. Beers
Name:		John H. Beers
Title:		Vice President and Secretary

SCHEDULE F

DESIGNATED 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 Senior Floating Rate Fund

Phoenix Wealth Accumulator PHOLIO

Phoenix Wealth Builder PHOLIO

Phoenix Wealth Guardian PHOLIO