VIRTUS OPPORTUNITIES TRUST
Virtus Global Commodities Stock Fund
SUBADVISORY AGREEMENT
March 15, 2011
Xxxx Advisors, LLP
000 Xxxxx XxXxxxx Xxxxxx, 0xx xxxxx
Xxxxxxx, Xxxxxxxx 00000
RE: Subadvisory Agreement
Ladies and Gentlemen:
Virtus Opportunities Trust ("Fund") is an open-end investment
company of the series type registered under the Investment
Company Act of 1940, as amended ("Act"), and is subject to the
rules and regulations promulgated thereunder. The shares of
the Fund are offered or may be offered in several series
(collectively, sometimes hereinafter referred to as the
"Series").
Subject to the direction of the Trustees of the Fund
("Trustees"), Virtus Investment Advisers, Inc. ("Virtus") is
responsible for managing the Fund's investment program and the
general operations of the Fund, including oversight of the
Fund's subadvisers and recommending their hiring, termination
and replacement. By agreement dated March 15, 2011, Virtus
retained Xxxxxx Investment Management, Inc. ("Adviser") as a
discretionary subadviser for that discrete portion of the
assets of the Series designated by Virtus as set forth on
Schedule C attached hereto ("Designated Series"). Under that
agreement, Adviser is responsible for the day-to-day
management of the Designated Series.
Under this Agreement, Adviser, with the consent of Virtus, has
determined that it is in the best interest of the Designated
Series and its shareholders to collaborate with Xxxx Advisors,
LLP ("Subadviser") in furnishing investment advisory services
to the Designated Series. Xx. Xxxxxx X. X. Xxxx ("Xx. Xxxx"),
the managing partner of Subadviser, has had over thirty-five
years of experience, 18 of which were with Adviser's
affiliates, in providing investment advice concerning issuers
the value of whose equity securities is derived primarily,
whether directly or indirectly, from various physical
commodities ("Commodity Equity Securities"). Adviser has had
over 40 years' experience providing investment advice to
institutional clients, and three years' experience working
directly with Subadviser and Xx. Xxxx to offer investment
advice concerning Commodity Equity Securities to such clients.
The Designated Series will be advised by an investment team
comprised of individuals from both Adviser and Subadviser.
1. Employment as a Subadviser. Subadviser is hereby
employed by Adviser to furnish non-discretionary
investment advisory services to Virtus and Adviser on
behalf of the Designated Series, on the terms and
conditions set forth herein. In particular, Subadviser
is employed by Adviser to collaborate with Adviser in
recommending the investments to be acquired and disposed
of by Adviser on behalf of the Designated Series.
Adviser retains all discretion delegated to it by Virtus
under its subadvisory agreement, including all discretion
relating to constructing the Designated Series'
portfolio, entering transactions on behalf of the
Designated Series and selecting brokers and dealers to
execute such transactions.
2. Acceptance of Employment; Standard of Performance.
Subadviser accepts its employment as a non-discretionary
subadviser to Adviser on behalf of the Designated Series
and agrees to use its best professional judgment to
collaborate with Adviser in recommending investments for
acquisition or disposition by Adviser for the Designated
Series in accordance with the provisions of this
Agreement and as set forth in Schedule B attached hereto
and made a part hereof.
3. Services of Subadviser. In providing advisory services
to the Designated Series, Subadviser shall be subject to
the investment objectives, policies and restrictions of
the Fund as they apply to the Designated Series and as
set forth in the Fund's then current prospectus
("Prospectus") and statement of additional information
("Statement of Additional Information") filed with the
Securities and Exchange Commission (the "SEC") as part of
the Fund's Registration Statement, as may be periodically
amended and provided to Subadviser by Adviser, to the
investment restrictions set forth in the Act and the
rules thereunder ("Rules"), and to instructions from the
Fund, Virtus or Adviser. In addition, Subadviser shall
consult with Adviser as requested on various operational
and compliance matters, including asset valuation, proxy
voting, and marketing. The services of Subadviser
hereunder are not to be deemed exclusive. Subadviser may
render services with respect to other clients, including
other clients of Adviser, and engage in other activities
that do not conflict in any material manner with
Subadviser's performance hereunder.
4. Transaction Procedures. Subadviser's duties under this
Agreement are limited to collaborating with Adviser on
investment recommendations made for the Designated
Series. Subadviser shall have no authority or
responsibility for implementing the recommendations on
behalf of the Designated Series, including the execution
of any transaction. Subadviser acknowledges that Adviser
is solely responsible for portfolio construction and
trade execution. Subadviser acknowledges further that it
shall not have possession or custody of any funds and/or
securities of the Designated Series or any responsibility
or liability with respect to such custody.
5. Allocation of Brokerage. Subadviser shall not have any
authority or discretion to select brokers and dealers to
execute Designated Series transactions and shall have no
responsibility for seeking best execution of transactions
it recommends. Adviser acknowledges that it is solely
responsible for seeking best execution of transactions
for the Designated Series.
6. Proxies. Subadviser acknowledges that, although it will
consult with Adviser as requested with respect to
Adviser's individual proxy voting decisions, it shall
have no authority or responsibility for voting or
handling proxies or for filing Form N-PX in relation to
the assets of the Designated Series. Subadviser is
similarly not authorized to deal with reorganizations,
exchange offers, other voluntary corporate actions or any
litigation with respect to securities held by the
Designated Series.
7. Prohibited Conduct. In providing the services described
in this Agreement, Subadviser's responsibility regarding
investment advice hereunder is limited to the Designated
Series, and Subadviser will not consult with any other
investment advisory firm that provides investment
advisory services to the Fund or any other investment
company sponsored by Virtus Investment Partners, Inc.
regarding transactions for the Fund in securities or
other assets, except that Subadviser and Adviser will
consult with each other regarding the Designated Series
and their joint investment recommendations. Adviser
shall provide Subadviser with a list of investment
advisers to investment companies sponsored by Virtus
Investment Partners, Inc. and Subadviser shall be in
breach of the foregoing provision only if it consults
with an investment adviser to any investment company
included in such a list provided to Subadviser prior to
such prohibited action. For avoidance of doubt, nothing
set forth herein shall prevent Adviser and Subadviser
from collaborating on any investment portfolio
recommendations made for the Designated Series or from
cooperating in any and all ways necessary to provide the
services contemplated by this Agreement.
8. Information and Reports.
A. Subadviser is responsible for keeping Adviser
informed of developments relating to its duties as
Subadviser of which Subadviser has, or should have,
knowledge that would materially affect the
Designated Series. In this regard, Adviser may,
from time to time and with reasonable notice and due
consideration of Subadviser's limited role with
respect to the Designated Series, request Subadviser
to prepare and provide periodic reports concerning
its obligations under this Agreement. In
particular, prior to each meeting of the Trustees,
Subadviser is responsible for providing Adviser with
reports regarding Subadviser's advisory services to
the Designated Series during the most recently
completed quarter, which reports: (i) shall include,
to the extent possible, Subadviser's representation
that its performance of its investment management
duties hereunder is in compliance with the Fund's
investment objectives and practices, the Act and
applicable rules and regulations under the Act, and
(ii) otherwise shall be in such form as may be
mutually agreed upon by Adviser and Subadviser.
B. Adviser shall provide Subadviser with a list, to the
best of Adviser's knowledge, of each affiliated
person (and any affiliated person of such an
affiliated person) of Adviser or Virtus, and Adviser
agrees promptly to update such list whenever Adviser
becomes aware of any changes that should be added to
or deleted from the list of affiliated persons.
C. Subadviser shall provide Adviser with a list, to the
best of Subadviser's knowledge, of each affiliated
person (and any affiliated person of such an
affiliated person) of Subadviser, and Subadviser
agrees promptly to update such list whenever
Subadviser becomes aware of any changes that should
be added to or deleted from the list of affiliated
persons.
D. Subadviser shall also provide Adviser with any
information reasonably requested by Adviser
regarding its advice related to the Designated
Series required for any shareholder report, amended
registration statement, or Prospectus supplement to
be filed by the Fund with the SEC.
E. Adviser shall be responsible for making any filings
related to investments for the Designated Series
which may be required either by regulatory
authorities or the Trustees, which shall include,
but shall not be limited to, any required filings on
Forms 13D, 13F, 13G, N-PX or similar forms. Upon
reasonable request by Subadviser, Adviser shall
provide Subadviser with copies of any such filings
which include information relevant to Subadviser's
responsibilities with respect to the Designated
Series.
9. Fees for Services. The compensation of Subadviser for
its services under this Agreement shall be calculated and
paid by Adviser in accordance with the attached Schedule
A. Adviser is solely responsible for the payment of fees
to Subadviser under this Agreement.
10. Limitation of Liability. Except as otherwise stated in
this Agreement, Subadviser shall not be liable for any
action taken, omitted or suffered to be taken by it in
its best professional judgment, in good faith and
believed by it to be authorized or within the rights or
powers conferred upon it by this Agreement, or in
accordance with specific directions or instructions from
the Fund, Virtus or Adviser; provided, however, that such
acts or omissions shall not have constituted a material
breach of the investment objectives, policies and
restrictions applicable to the Designated Series as
defined in the Prospectus and Statement of Additional
Information, or a material breach of any laws, rules,
regulations or orders applicable to the Designated
Series, and that such acts or omissions shall not have
resulted from Subadviser's willful misfeasance, bad
faith, gross negligence, or reckless disregard of its
obligations and duties hereunder. For the avoidance of
doubt, to the extent that specific directions or
instructions from the Fund, Virtus or Adviser to
Subadviser result in a material breach, Subadviser shall
not be liable for such breach unless Subadviser's willful
misfeasance, bad faith, gross negligence, or reckless
disregard of its obligations and duties hereunder caused
such material breach.
11. Confidentiality. Subject to the duty of the Subadviser
and Adviser to comply with applicable law, including any
demand of any regulatory or taxing authority having
jurisdiction, the parties hereto shall treat as
confidential all information pertaining to the Designated
Series and the actions of the Subadviser, Adviser, Virtus
and the Fund in respect thereof.
12. Assignment. This Agreement shall terminate automatically
in the event of its assignment, as that term is defined
in Section 2(a)(4) of the Act. Subadviser shall notify
Adviser in writing sufficiently in advance of any
proposed change of control, as defined in Section 2(a)(9)
of the Act, as will enable Adviser to consider whether an
assignment as defined in Section 2(a)(4) of the Act will
occur, and to take the steps necessary to enter into a
new contract with Subadviser. In addition, Subadviser
shall not, without the prior written consent of Adviser,
delegate any obligation assumed pursuant to this
Agreement to any affiliated or unaffiliated third party.
For the avoidance of doubt, Adviser acknowledges that
Adviser and Subadviser work collaboratively to manage the
investments of the Designated Series and that Subadviser
relies on Adviser for administrative and support services
related to the Designated Series, and Adviser does not
consider such use to be a delegation prohibited by this
paragraph.
13. Representations, Warranties and Agreements of Adviser.
Adviser represents, warrants and agrees that:
A. It is registered as an "investment adviser" under
the Investment Advisers Act of 1940, as amended
("Advisers Act").
B. It is authorized by its subadvisory agreement with
Virtus to employ Subadviser under the terms and
conditions of this Agreement.
C. It will maintain, keep current and preserve on
behalf of the Fund, in the manner required or
permitted by the Act and the Rules such records as
are required of an investment adviser of a
registered investment company, to the extent
applicable to Adviser and to the extent such records
are not directly redundant to those maintained by
Virtus or the Subadviser. Adviser acknowledges that
such records may be joint property of the Fund,
Virtus, Adviser and Subadviser for regulatory
purposes and will share copies of any such joint
records upon reasonable request of the Fund, Virtus
or Subadviser or otherwise make such records
available for inspection by regulatory authorities.
Subadviser acknowledges that Adviser may retain
originals or copies of all records required to meet
the record retention requirements imposed by law and
regulation and Adviser's obligations under its
agreement with Virtus.
C. It will maintain a written code of ethics complying
with the requirements of Rule 17j-l under the Act
and Rule 204A-1 under the Advisers Act and shall
provide Subadviser with a copy of its code of ethics
and evidence of its adoption. Adviser shall
institute and maintain procedures deemed reasonably
necessary by Adviser to prevent Access Persons (as
defined in Rule 17j-1 and Rule 204A-1) who have
access to information concerning the Designated
Series, including Access Persons of Subadviser
identified by Subadviser as such, from violating the
Adviser's codes of ethics. Adviser shall maintain
and share with Subadviser required records
maintained by Adviser with respect to Subadviser's
Access Persons who have access to information
concerning the Designated Series. Nothing herein
shall be deemed to relieve Subadviser from its own
code of ethics requirements, or to impose liability
on Adviser for any violation by Subadviser's Access
Persons of any rule or provision of law with respect
to Subadviser's services hereunder.
D. It has adopted and implemented, and throughout the
term of this Agreement shall maintain in effect and
implement, policies and procedures reasonably
designed to prevent, detect and correct violations
by Adviser and its supervised persons of "federal
securities laws" (as defined in Rule 38a-1 under the
Act). To the extent that such policies and
procedures are relevant to the collaboration between
Adviser and Subadviser with respect to the
Designated Series, Adviser will provide Subadviser
with true and complete copies of such policies and
procedures (or summaries thereof) and related
information reasonably requested by Subadviser.
Adviser agrees periodically to provide to
Subadviser's compliance personnel certifications in
respect of compliance by Adviser with federal
securities laws and compliance with its policies and
procedures to the extent relevant to Subadviser's
management and operation of the Designated Series as
the Subadviser's compliance personnel may reasonably
request. Adviser agrees to promptly notify
Subadviser of any compliance violations which affect
the Designated Series.
E. Adviser will immediately notify Subadviser of the
occurrence of any event which would disqualify
Adviser from serving as an investment adviser of an
investment company pursuant to Section 9 of the Act
or otherwise. Adviser will also immediately notify
Adviser if it is served or otherwise receives notice
of any action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any
court, public board or body, involving the affairs
of the Designated Series.
14. Representations, Warranties and Agreements of Subadviser.
Subadviser represents, warrants and agrees that:
A. It is registered as an "investment adviser" under
the Advisers Act.
B. It will maintain, keep current and preserve on
behalf of the Fund, in the manner required or
permitted by the Act and the Rules such records as
are required of an investment adviser of a
registered investment company, to the limited extent
applicable to Subadviser and to the extent such
records are not directly redundant to those
maintained by Adviser or Virtus. Subadviser
acknowledges that such records may be joint property
of the Fund, Virtus, Adviser and Subadviser for
regulatory purposes and will share copies of any
such joint records upon reasonable request of the
Fund, Virtus or Adviser or otherwise make such
records available for inspection by regulatory
authorities. Adviser acknowledges that Subadviser
may retain originals or copies of all records
required to meet the record retention requirements
imposed by law and regulation and Subadviser's
obligations under this Agreement.
C. For purposes of this Agreement and the Designated
Series, Access Persons of Subadviser who are Access
Persons with respect to the Designated Series shall
comply with and report under Adviser's code of
ethics. Subadviser shall also adopt its own code of
ethics complying with the requirements of Rule 204A-
1 and Rule 17j-l, and shall provide Adviser with a
copy of its code of ethics and evidence of its
adoption. To the extent that there may be
variations in Subadviser's code of ethics necessary
to cover Subadviser's obligations with respect to
its advisory publications, such variations shall not
apply to nor impede compliance by Subadviser's
Access Persons who are joint Access Persons of
Adviser and Subadviser with respect to the
Designated Series. Subadviser shall institute
procedures deemed reasonably necessary to prevent
Access Persons from violating both the Adviser's and
the Subadviser's codes of ethics. Subadviser
acknowledges receipt of the written code of ethics
adopted by and on behalf of the Fund. Each calendar
quarter while this Agreement is in effect, a duly
authorized compliance officer of Subadviser shall
certify to Adviser that Subadviser has complied with
the requirements of Rules 204A-1 and 17j-l during
the previous calendar quarter and that there has
been no material violation of Subadviser's code of
ethics, or of Rule 17j-1(b), or that any persons
covered under Subadviser's code of ethics has
divulged or acted upon any material, non-public
information, as such term is defined under relevant
securities laws, and if such a violation of its of
Adviser's codes of ethics or the code of ethics of
the Fund has occurred, that appropriate action was
taken in response to such violation. Annually,
Subadviser shall furnish to Adviser a written report
which complies with the requirements of Rule 17j-1
concerning Subadviser's code of ethics. Subadviser
shall permit Adviser to examine its required code of
ethics reports.
D. It has adopted and implemented, and throughout the
term of this Agreement shall maintain in effect and
implement, relevant policies and procedures
reasonably designed to prevent, detect and correct
violations by Subadviser and its supervised persons
of "federal securities laws" (as defined in Rule
38a-1 under the Act), and has provided Adviser with
true and complete copies of its policies and
procedures (or summaries thereof) and related
information reasonably requested by Adviser. With
respect to the Designated Series, Subadviser may
adopt as its own to the extent relevant, and comply
with, written policies and procedures adopted and
implemented by Adviser if such policies and
procedures are deemed adequate by Subadviser to
satisfy Subadviser's obligations hereunder;
provided, however, that such adoption shall not be
deemed to impose liability on Adviser with respect
to the adequacy of Subadviser's policies and
procedures. Subadviser agrees to cooperate with
periodic reviews by Adviser's compliance personnel
of Subadviser's policies and procedures, their
operation and implementation and other compliance
matters and to provide to Adviser from time to time
such additional information and certifications in
respect of Subadviser's policies and procedures,
compliance by Subadviser with federal securities
laws and related matters as Adviser's compliance
personnel may reasonably request. Subadviser agrees
to promptly notify Adviser of any compliance
violations which affect the Designated Series.
E. Subadviser will immediately notify Adviser of the
occurrence of any event which would disqualify
Subadviser from serving as an investment adviser of
an investment company pursuant to Section 9 of the
Act or otherwise. Subadviser will also immediately
notify Adviser if it is served or otherwise receives
notice of any action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any
court, public board or body, involving the affairs
of the Designated Series.
15. Marketing Literature and Use of Name. No party shall
describe, disclose or otherwise reference any other party
in any prospectus, statement of additional information,
or regulatory filings without providing an opportunity
for the party about whom such information is written to
review and approve any such reference; provided that such
approval shall not be unreasonably denied or delayed.
16. No Personal Liability. Reference is hereby made to the
Declaration of Trust establishing the Fund, a copy of
which has been filed with the Secretary of the State of
Delaware and elsewhere as required by law, and to any and
all amendments thereto so filed with the Secretary of the
State of Delaware and elsewhere as required by law, and
to any and all amendments thereto so filed or hereafter
filed. The name "Virtus Opportunities Trust" refers to
the Trustees under said Declaration of Trust, as Trustees
and not personally, and no Trustee, shareholder, officer,
agent or employee of the Fund shall be held to any
personal liability in connection with the affairs of the
Fund; only the trust estate under said Declaration of
Trust is liable. Without limiting the generality of the
foregoing, neither Subadviser nor any of its officers,
directors, partners, shareholders or employees shall,
under any circumstances, have recourse or cause or
willingly permit recourse to be had directly or
indirectly to any personal, statutory, or other liability
of any shareholder, Trustee, officer, agent or employee
of the Fund or of any successor of the Fund, whether such
liability now exists or is hereafter incurred for claims
against the trust estate.
17. Entire Agreement; Amendment. This Agreement, together
with the Schedules attached hereto, constitutes the
entire agreement of the parties with respect to the
subject matter hereof and supersedes any prior written or
oral agreements pertaining to the subject matter of this
Agreement. This Agreement may be amended at any time,
but only by written agreement between Subadviser and
Adviser with the consent of Virtus, which amendment,
other than amendments to Schedule B, is subject to the
approval of the Trustees and the shareholders of the Fund
as and to the extent required by the Act, subject to any
applicable orders of exemption issued by the SEC.
18. Effective Date; Term. This Agreement shall become
effective on the date set forth on the first page of this
Agreement, and shall continue in effect until December
31, 2012. The Agreement shall continue from year to year
thereafter only so long as its continuance has been
specifically approved at least annually by Adviser, 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.
19. Termination. This Agreement may be terminated by any
party, without penalty, immediately upon written notice
to the other parties in the event of a material breach of
any provision thereof by a party so notified, or
otherwise upon thirty (30) days' written notice to the
other parties, but any such termination shall not affect
the status, obligations or liabilities of any party
hereto to the other parties with respect to events
occurring prior to such termination. In the event
Adviser's Subadvisory Agreement with Virtus with respect
to the Designated Series is terminated for any cause
whatsoever, this Agreement will immediately terminate.
20. Applicable Law. To the extent that state law is not
preempted by the provisions of any law of the United
States heretofore or hereafter enacted, as the same may
be amended from time to time, this Agreement shall be
administered, construed and enforced according to the
laws of the State of Delaware.
21. Severability. If any term or condition of this Agreement
shall be invalid or unenforceable to any extent or in any
application, then the remainder of this Agreement shall
not be affected thereby, and each and every term and
condition of this Agreement shall be valid and enforced
to the fullest extent permitted by law.
22. Notices. Any notice or other communication required to
be given pursuant to this Agreement shall be deemed duly
given if delivered personally or by overnight delivery
service or mailed by certified or registered mail, return
receipt requested and postage prepaid, or sent by
receipt-confirmed facsimile or electronic transmission in
portable document format ("PDF") addressed to the parties
at their respective addresses set forth below, or at such
other address as shall be designated by any party in a
written notice to the other party.
Firm:
Xxxxxx Investment
Management, Inc.
Xxxx Advisors LLP
Attention:
Xxxxx XxXxxxxxx,
President & CEO
Xxxxxx X. X. Xxxx, Managing Partner
Address:
000 X. XxXxxxx Xxxxxx,
0xx xxxxx
Xxxxxxx, XX 00000
000 X. XxXxxxx Xxxxxx, 0xx xxxxx
Xxxxxxx, XX 00000
Telephone:
000-000-0000
000-000-0000
Facsimile:
E-mail:
000-000-0000
xxxxx.xxxxxxxxx@xxx.xxx
000-000-0000
xx@xxxxxxxxxxxx.xxx
23. Certifications. Subadviser hereby warrants and
represents that it will provide the requisite
certifications reasonably requested by the chief
executive officer and chief financial officer of the Fund
necessary for those named officers to fulfill their
reporting and certification obligations on Form N-CSR and
Form N-Q as required under the Xxxxxxxx-Xxxxx Act of 2002
to the extent that such reporting and certifications
relate to Subadviser's limited duties and
responsibilities under this Agreement.
24. Indemnification. Adviser agrees to indemnify and hold
harmless Subadviser and Subadviser's partners, employees
and agents from and against any and all losses,
liabilities, claims, damages, and expenses whatsoever,
including reasonable attorneys' fees (collectively,
"Losses"), arising out of or relating to (i) any breach
by Adviser of any provision of this Agreement; (ii) the
negligence, willful misconduct, bad faith, reckless
disregard or breach of fiduciary duty of Adviser; (iii)
any violation by Adviser of any law or regulation
relating to its activities under this Agreement; and (iv)
any direction or instruction given by Adviser to
Subadviser, except to the extent that such Losses result
from the gross negligence, willful misconduct, or bad
faith of Subadviser or Subadviser's reckless disregard of
its obligations and duties hereunder.
25. Receipt of Disclosure Document. Adviser acknowledges
receipt, at least 48 hours prior to entering into this
Agreement, of a copy of Subadviser's Form ADV "brochure"
as that term is used in Advisers Act Rule 204-3
containing certain information concerning Subadviser and
the nature of its business.
26. Counterparts; PDF Signatures. This Agreement may be
executed in any number of counterparts (including
executed counterparts delivered and exchanged by
electronic transmission of a signed PDF version) 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 as PDFs shall be binding and effective to the
same extent as original signatures.
XXXXXX INVESTMENT MANAGEMENT, XXXX ADVISORS LLP
INC.
By: __________________ By: __________
Name: Xxxxx XxXxxxxxx Name: Xxxxxx X. X. Xxxx
Title: President &
Chief Executive Officer Title: Managing Partner
CONSENTED TO:
Virtus Investment Advisers, Inc.
By: _______________________________
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
SCHEDULES: A. Fee Schedule
B. Subadviser Functions
C. Designated Series
SCHEDULE A
SUBADVISORY FEE
(a) For services provided to Adviser, Adviser will pay
to Subadviser a fee, payable monthly in arrears, as stated
below. The fee shall be prorated for any month during which
this Agreement is in effect for only a portion of the month.
(b) The fee to be paid to Subadviser is to be 40% of the
advisory fee paid to Adviser by Virtus.
SCHEDULE B
XXXX FUNCTIONS
With respect to its investment advisory services hereunder,
Subadviser shall, at its own expense:
1. Furnish non-discretionary investment advisory services to
the Designated Series, consistent with the terms of this
Agreement. In furnishing these investment advisory
services, Subadviser shall:
a. collaborate with Adviser in recommending appropriate
investments for acquisition or disposition by Adviser
on behalf of the Designated Series in accordance with
the Investment Guidelines as set forth in the
prospectus and statement of additional information of
the Designated Series;
b. provide the services of Xx. Xxxx as co-portfolio
manager to the Designated Series to collaborate with
Mr. T. Xxxxxx Xxxxx of Adviser as co-portfolio manager
and the rest of the investment team, with the
understanding that Xx. Xxxx has final say over
portfolio recommendations, but no authority as to
portfolio construction, throughout this collaboration;
c. maintain such books and records with respect to the
investment advisory services to be provided hereunder
as are required by the Act and the Advisers Act; and
d. provide such information and reports with respect to
the investment advisory services to be provided
hereunder as shall be reasonably requested by Adviser;
2. Promptly after filing with the SEC an amendment to its
Form ADV provide a copy of such amendment to Adviser; and
3. Ensure that appropriate representatives of Subadviser
attend meetings with Adviser, Virtus and the Trustees at
such time(s) and location(s) as reasonably requested by
Adviser. Whenever possible, videoconferences will be
deemed as acceptable for attendance.
SCHEDULE C
DESIGNATED SERIES
Virtus Global Commodities Stock Fund (all assets)
1
