FIRST AMENDMENT
TO SUBADVISORY AGREEMENT
THIS AMENDMENT effective as of the 1st day of January, 2010
amends that certain Subadvisory Agreement effective January 10,
2008, (the "Agreement"), among Virtus Opportunities Trust (the
"Fund"), a Delaware statutory trust on behalf of its series
Virtus Market Neutral Fund (formerly known as Phoenix Market
Neutral Fund) (the "Series"), Virtus Investment Advisers, Inc.
(formerly known as Phoenix Investment Counsel, Inc.), a
Massachusetts corporation (the "Adviser") and The Boston Company
Asset Management, LLC, a Massachusetts 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. The name of the Series party to this Agreement has been
changed as follows: Phoenix Market Neutral Fund is now
Virtus Market Neutral Fund.
4. The Notices provision of the Agreement is hereby deleted
and the following is substituted in its place:
19. 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 facsimile
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.
(a) To the Adviser or the Fund at:
Virtus Investment Advisers, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxx, Vice President and Clerk
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxx.xxxx@xxxxxx.xxx
(b) To the Subadviser at:
The Boston Company Asset Management, LLC at:
Xxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: (000) 000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxxxx@xx@xxxxx.xxx
5. Schedule C to the Agreement is hereby deleted and Schedule
C attached hereto is substituted in its place to reflect
changes in Virtus Market Neutral 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 capitalized terms
used but not defined 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/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
ACCEPTED:
The Boston Company Asset Management, LLC
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: CEO
SCHEDULE C
SUBADVISORY FEE
(a) For services provided to the Fund, the Adviser will
pay to the Subadviser, a fee, payable in arrears, at the annual
rates stated 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 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.
VOT & VIA 1st Amend to SAA (TBCAM) - Net Change - 01012010.doc