FIFTH AMENDMENT
TO SUBADVISORY AGREEMENT
THIS AMENDMENT effective as of the 1st day of January, 2010
amends that certain Subadvisory Agreement effective July 1,
1998, as amended as of July 1, 1998, as of November 20, 2002, as
of September 1, 2006 and as of June 27, 2007 (the "Agreement")
among Virtus Opportunities Trust (formerly known as Phoenix
Opportunities Trust) (the "Trust"), a Delaware statutory trust
on behalf of its series Xxxxxx Xxxx Fund (formerly known as
Phoenix Bond Fund) and Virtus High Yield Fund (formerly known as
Phoenix High Yield Fund) (the "Fund"), Virtus Investment
Advisers, Inc. (formerly known as Phoenix Investment Counsel,
Inc.), a Massachusetts corporation (the "Adviser") and SCM
Advisors, LLC, a California limited liability company (the
"Subadviser") as follows:
1. All references to Phoenix Investment Counsel, Inc. are
hereby deleted from the Agreement and Virtus Investment
Advisers, Inc. is substituted in its place.
2. All references to Phoenix Opportunities Trust are hereby
deleted from the Agreement and Virtus Opportunities Trust
is substituted in its place.
3. Phoenix Earnings Driven Growth Fund has been merged out of
existence and therefore, all references to Phoenix Earnings
Driven Growth Fund are hereby deleted from the Agreement.
4. The names of the Series party to this Agreement have been
changed as follows: Phoenix Bond Fund is now Xxxxxx Xxxx
Fund and Phoenix High Yield Fund is now Virtus High Yield
Fund.
5. Schedule C to the Agreement is hereby deleted in its
entirety and Schedule C attached hereto is substituted in
its place to reflect changes to Xxxxxx Xxxx Fund's and
Virtus High Yield Fund's investment subadvisory fee.
6. 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.
7. 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 OPPORTUNITIES TRUST
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President
VIRTUS INVESTMENT ADVISERS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
ACCEPTED:
SCM Advisors, LLC
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
SCHEDULE C
SUBADVISORY FEE
(a) For services provided to the Series, the Adviser will
pay to the Subadviser, a fee, payable in arrears, at the
following annual rates. 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 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 is to be 50% of
the net advisory fee. For this purpose, the "net advisory fee"
means the advisory fee paid to the Adviser after accounting for
any applicable fee waiver and/or expense limitation agreement,
which shall not include reimbursement of the Adviser for any
expenses or recapture of prior waivers. In the event that the
Adviser waives its entire fee and also assumes expenses of the
Fund pursuant to an applicable expense limitation agreement, the
Subadviser will similarly waive its entire fee and will share in
the expense assumption by contributing 50% of the assumed
amount. However, because the Subadviser shares the fee waiver
and/or expense assumption equally with the Adviser, if during
the term of this Agreement the Adviser later recaptures some or
all of the fees so waived or expenses so assumed by the Adviser
and the Subadviser together, the Adviser shall pay to the
Subadviser 50% of the amount recaptured.
