Exhibit d.7
                    Third Amendment to Subadvisory Agreement

















                                 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