VP Distributors, Inc. Hartford, CT 06103Sales Agreement • March 2nd, 2009 • Virtus Opportunities Trust • Connecticut
VP Distributors, Inc. (“VPD”, “we”, “us”, or “our”) invites you to participate in the sale and distribution of shares of registered investment companies (which shall collectively be referred to hereinafter as the “Funds”) for which we are national distributor or principal underwriter, and which may be listed in Annex A hereto which such Annex may be amended by us from time to time. Upon acceptance of this agreement by VPD, you may offer and sell shares of each of the Funds (hereafter “Shares”) subject, however, to the terms and conditions hereof including our right to suspend or cease the sale of such shares. For the purposes hereof, the above referenced dealer shall be referred to as “you”.
THIRD AMENDMENT TO SUBADVISORY AGREEMENTSubadvisory Agreement • March 2nd, 2009 • Virtus Opportunities Trust
THIS AMENDMENT effective as of the 19th day of December, 2008 amends that certain Subadvisory Agreement effective June 27, 2007 as amended on September 24, 2007 and as amended on January 31, 2008 (the “Agreement”) among Virtus Opportunities Trust (the “Fund”), a Delaware statutory trust on behalf of certain of its series (each a “Series”), Virtus Investment Advisers, Inc. (f/k/a Phoenix Investment Counsel, Inc.), a Massachusetts corporation (the “Adviser”) and Goodwin Capital Advisers, Inc., a New York corporation (the “Subadviser”) as follows:
SECOND AMENDMENT TO SUBADVISORY AGREEMENTSubadvisory Agreement • March 2nd, 2009 • Virtus Opportunities Trust
THIS AMENDMENT effective as of the 28th day of January, 2009 amends that certain Subadvisory Agreement effective September 24, 2007, as amended on January 1, 2009 (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 (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:
FIRST AMENDMENT TO SUBADVISORY AGREEMENTSubadvisory Agreement • March 2nd, 2009 • Virtus Opportunities Trust
THIS AMENDMENT effective as of the 1st 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:
