FIRST AMENDMENT TO SUBADVISORY AGREEMENT

FIRST AMENDMENT

TO SUBADVISORY AGREEMENT

THIS AMENDMENT effective as of the 1^st day of January, 2009 amends that certain Subadvisory Agreement effective September 24, 2007 (the “Agreement”) among Virtus Opportunities Trust (f/k/a Phoenix Opportunities Trust) (the “Fund”), a Delaware statutory trust on behalf of its series Virtus Foreign Opportunities Fund (f/k/a Phoenix Foreign Opportunities Fund) (the “Series”), Virtus Investment Advisers, Inc. (f/k/a Phoenix Investment Counsel, Inc.), a Massachusetts corporation (the “Adviser”) and Vontobel Asset Management, Inc., a New York corporation (the “Subadviser”) as follows:

1. 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 Partners, 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:

Vontobel Asset Management, Inc.

0000 Xxxxxxxx, 00^xx Xxxxx

Xxx Xxxx, XX 00000

Attn: Xxxxxx Xxxxxxxxx, First Vice President and Chief Compliance Officer

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

Email: Xxxxxx.Xxxxxxxxx@xxxx.xxx

2. The subadvisory fee for Virtus Foreign Opportunities Fund is hereby amended, Schedule C to the Agreement is hereby deleted and Schedule C attached hereto is substituted in its place to reflect the amendment.

3. Schedule F to the Agreement is hereby deleted and Schedule F attached hereto is substituted in its place to reflect a change in the name of the Series.

4. 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.

5. 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/    Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Senior Vice President
VIRTUS INVESTMENT ADVISERS, INC.
By:		/s/    Xxxxx X. Xxxx
Name:		Xxxxx X. Xxxx
Title:		Vice President and Clerk

ACCEPTED:
VONTOBEL ASSET MANAGEMENT, INC.
By:		/s/    Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		President and Chief Executive Officer
VONTOBEL ASSET MANAGEMENT, INC.
By:		/s/    Xxxxxx Xxxxxxxxx
Name:		Xxxxxx Xxxxxxxxx
Title:		First Vice President and Chief Compliance Officer

SCHEDULES:		A.		Operational Procedures
		B.		Record Keeping Requirements
		C.		Fee Schedule
		D.		Subadviser Functions
		E.		Form of Sub-Certification
		F.		Designated Series

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 by Series of the management fee as stipulated in the Fund’s registration statement. 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 its Series shall be valued as set forth in the then current registration statement of the Fund.

The fee to be paid to the Subadviser is:

Fund Name		All Assets
Virtus Foreign Opportunities Fund		50% of the gross advisory fee

The fee referred to above shall be wired to Vontobel’s account set forth below:

Bank:		XX Xxxxxx Xxxxx & Co.
		000 Xxxx Xxxxxx
		Xxx Xxxx, XX 00000
		ABA No.: 000000000
		SWIFT: XXXXXX00
Beneficiary:		Vontobel Asset Management, Inc.
		0000 Xxxxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000
		Account No. 904810445

SCHEDULE F

Virtus Foreign Opportunities Fund