SECOND AMENDMENT
TO SUBADVISORY AGREEMENT
THIS AMENDMENT effective as of the 1st day of September,
2009 amends that certain Subadvisory Agreement effective March
10, 2008, as amended on June 22, 2009 (the "Agreement") among
Virtus Equity Trust (the "Fund"), a Delaware statutory trust on
behalf of its series Virtus Mid-Cap Core Fund, Virtus Quality
Small-Cap Fund, Virtus Small-Cap Core Fund and Virtus Small-Cap
Sustainable Growth Fund (the "Series"), Virtus Investment
Advisers, Inc., a Massachusetts corporation (the "Adviser") and
Xxxxx Xxxxxxxx Xxxxxxx Investment Management, LLC a California
limited liability company (the "Subadviser") as follows:
1. Virtus Value Opportunities Fund is hereby added as an
additional Series to the Agreement.
2. This term of this Amendment to the Agreement, taken
together with the entire Agreement, with respect to Virtus
Value Opportunities Fund, shall become effective on the
date set forth above, and shall continue in effect until
December 31, 2010. The term of each of the other
Designated Series is unaffected by this Amendment. The
Agreement shall continue from year to year thereafter only
so long as its continuance has been specifically approved
at least annually by the Trustees in accordance with
Section 15(a) of the Act, and by the majority vote of the
disinterested Trustees in accordance with the requirements
of Section 15(c) thereof.
3. The subadvisory fee for Virtus Value Opportunities Fund is
hereby set forth on Schedule C to the Agreement, Schedule C
is hereby deleted and Schedule C attached hereto is
substituted in its place to reflect such addition.
4. Schedule F to the Agreement is hereby deleted and Schedule
F attached hereto is substituted in its place to reflect
the addition of Virtus Value Opportunities Fund.
5. 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 but not defined herein shall have such meanings
as ascribed thereto in the Agreement.
6. This Agreement may be executed in any number of
counterparts (including executed counterparts delivered and
exchanged by facsimile transmission) with the same effect
as if all signing parties had originally signed the same
document, and all counterparts shall be construed together
and shall constitute the same instrument. For all
purposes, signatures delivered and exchanged by facsimile
transmission shall be binding and effective to the same
extent as original signatures.
[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.
VIRTUS EQUITY TRUST
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President, Chief Legal Officer,
Counsel and Secretary
VIRTUS INVESTMENT ADVISERS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
ACCEPTED:
XXXXX XXXXXXXX XXXXXXX INVESTMENT
MANAGEMENT, LLC
By: /s/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Chief Operating Officer
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SCHEDULE C
(a) For services provided to the Series, the Adviser will
pay to the Subadviser, a fee, payable in arrears at the annual
rate set forth below. The fees shall be prorated for any month
during which this Agreement is in effect for only a portion of
the month. In computing the fee to be paid to the Subadviser,
the net asset value of the Fund and each Designated Series shall
be valued as set forth in the then current registration
statement of the Fund.
(b) The fee to be paid to the Subadviser for each of
Virtus Small-Cap Core Fund, Virtus Mid-Cap Core Fund and Virtus
Value Opportunities Fund is to be 50% of the gross management
fee as calculated based on the average daily net assets of each
of Virtus Small-Cap Core Fund, Virtus Mid-Cap Core Fund and
Virtus Value Opportunities Fund, as applicable.
The fee to be paid to the Subadviser for Virtus
Quality Small-Cap Fund and Virtus Small-Cap Sustainable Growth
Fund is as follows:
Name of Designated Series Investment Subadvisory Fee
$400+
MILLION
1ST $400 THROUGH
MILLION $1 BILLION $1+ BILLION
Virtus Quality Small-Cap Fund 0.45% 0.425% 0.40%
Virtus Small-Cap Sustainable Growth Fund 0.45% 0.425% 0.40%
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SCHEDULE F
DESIGNATED SERIES
Virtus Mid-Cap Core Fund
Virtus Quality Small-Cap Fund
Virtus Small-Cap Core Fund
Virtus Small-Cap Sustainable Growth Fund
Virtus Value Opportunities Fund
