VP Distributors, Inc. Hartford, CT 06103Sales Agreement • October 1st, 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”.
VIRTUS OPPORTUNITIES TRUST Virtus AlphaSector Allocation Fund Virtus AlphaSector Rotation Fund SUBADVISORY AGREEMENTSubadvisory Agreement • October 1st, 2009 • Virtus Opportunities Trust • Delaware
Virtus Opportunities Trust (the “Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the “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, including the Virtus AlphaSector Allocation Fund and Virtus AlphaSector Rotation Fund (collectively, sometimes hereafter referred to as the “Series”).
SEVENTH AMENDMENT TO SCHEDULE A of ADMINISTRATION AGREEMENTAdministration Agreement • October 1st, 2009 • Virtus Opportunities Trust
THIS AMENDMENT made effective as of the 21st day of April, 2009 amends that certain administration agreement, dated as of July 1, 2006, as amended November 15, 2007 and whose Schedule A was amended on June 27, 2007, September 24, 2007, October 1, 2007, January 31, 2008, March 10, 2008 and March 2, 2009, between the trusts listed on Schedule A (each, a “Trust” and together the “Trusts”) including the funds listed under each Trust (each, a “Fund” and together the “Funds”) and VP Distributors, Inc. (f/k/a Phoenix Equity Planning Corporation), a Connecticut Corporation (the “Administration Agreement”) as herein below provided.
SEVENTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT VIRTUS OPPORTUNITIES TRUSTExpense Limitation Agreement • October 1st, 2009 • Virtus Opportunities Trust • Delaware
This Seventh Amended and Restated Expense Limitation Agreement (the “Agreement”) effective as of April 21, 2009 amends those certain Expense Limitation Agreements effective as of February 1, 2006 and June 8, 2006, as amended and restated effective also as of June 8, 2006, June 27, 2007, August 23, 2007, September 24, 2007, January 31, 2008 and March 2, 2009 by and between Virtus Opportunities Trust (f/k/a Phoenix Opportunities Trust), a Delaware statutory trust (the “Registrant”), on behalf of each series of the Registrant listed in Appendix A (each a “Fund” and collectively, the “Funds”) and the Adviser of each of the Funds, Virtus Investment Advisers, Inc. (f/k/a Phoenix Investment Counsel, Inc.), a Massachusetts corporation (the “Adviser”).
EIGHTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • October 1st, 2009 • Virtus Opportunities Trust • Delaware
THIS AMENDMENT effective as of the 29th day of September, 2009 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, as Amended as of June 8, 2006, as of June 27, 2007, as of September 24, 2007, as of January 31, 2008, as of October 1, 2008, as of March 2, 2009 and as of May 29, 2009 (the “Agreement”) by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Trust”) and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”) as follows:
THIRD AMENDMENT TO SUBADVISORY AGREEMENTSubadvisory Agreement • October 1st, 2009 • Virtus Opportunities Trust
THIS AMENDMENT effective as of the 21st day of April, 2009 amends that certain Subadvisory Agreement effective September 24, 2007, as amended as of January 1, 2009 and as of January 28, 2009 (the “Agreement”) among Virtus Opportunities Trust (formerly known as Phoenix Opportunities Trust) (the “Fund”), a Delaware statutory trust on behalf of its series Virtus Foreign Opportunities Fund and Virtus Global Opportunities Fund (the “Series”), Virtus Investment Advisers, Inc. (formerly known as Phoenix Investment Counsel, Inc.), a Massachusetts corporation (the “Adviser”) and Vontobel Asset Management, Inc., a New York corporation (the “Subadviser”) as follows:
SIXTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • October 1st, 2009 • Virtus Opportunities Trust
THIS AMENDMENT effective as of the 2nd day of March, 2009 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, as Amended as of June 8, 2006, as of June 27, 2007, as of September 24, 2007, as of January 31, 2008 and as of October 1, 2008 (the “Agreement”) by and between Virtus Opportunities Trust (formerly known as Phoenix Opportunities Trust and Phoenix-Seneca Funds), a Delaware statutory trust (the “Trust”) and Virtus Investment Advisers, Inc. (formerly known as Phoenix Investment Counsel, Inc.), a Massachusetts corporation (the “Adviser”) as follows:
SEVENTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • October 1st, 2009 • Virtus Opportunities Trust
THIS AMENDMENT effective as of the 29th day of May, 2009 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, as Amended as of June 8, 2006, as of June 27, 2007, as of September 24, 2007, as of January 31, 2008, as of October 1, 2008 and as of March 2, 2009 (the “Agreement”) by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Trust”) and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”) as follows:
SECOND AMENDMENT TO SUBADVISORY AGREEMENTSubadvisory Agreement • October 1st, 2009 • Virtus Opportunities Trust
THIS AMENDMENT effective as of the 2nd day of March, 2009 amends that certain Subadvisory Agreement effective June 27, 2007, as amended as of September 24, 2007 (the “Agreement”) among Virtus Opportunities Trust (formerly known as Phoenix Opportunities Trust) (the “Fund”), a Delaware statutory trust on behalf of its series Virtus Global Infrastructure Fund (formerly known as Phoenix Global Utilities Fund), Virtus International Real Estate Securities Fund (formerly known as Phoenix International Real Estate Securities Fund) and Virtus Real Estate Securities Fund (formerly known as Phoenix Real Estate Securities Fund) (each a “Series”), Virtus Investment Advisers, Inc. (formerly known as Phoenix Investment Counsel, Inc.), a Massachusetts corporation (the “Adviser”) and Duff & Phelps Investment Management Co., an Illinois corporation (the “Subadviser”) as follows:
EIGHTH AMENDMENT TO SCHEDULE A of ADMINISTRATION AGREEMENTAdministration Agreement • October 1st, 2009 • Virtus Opportunities Trust
THIS AMENDMENT made effective as of the 22nd day of June, 2009 amends that certain administration agreement, dated as of July 1, 2006, as amended November 15, 2007 and whose Schedule A was amended on June 27, 2007, September 24, 2007, October 1, 2007, January 31, 2008, March 10, 2008, March 2, 2009 and April 21, 2009, between the trusts listed on Schedule A (each, a “Trust” and together the “Trusts”) including the funds listed under each Trust (each, a “Fund” and together the “Funds”) and VP Distributors, Inc. (f/k/a Phoenix Equity Planning Corporation), a Connecticut Corporation (the “Administration Agreement”) as herein below provided.
AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • October 1st, 2009 • Virtus Opportunities Trust
This Amendment, effective as of July 1, 2008, is made by and between the undersigned entities (hereinafter each referred to as the “Fund” and collectively referred to as the “Phoenix Funds”) and PHOENIX EQUITY PLANNING CORPORATION (hereinafter referred to as the “Transfer Agent”). The Transfer Agent and the Phoenix Funds are parties to an Amended and Restated Transfer Agency and Service Agreement dated July 1, 2006 (the “Agreement”). In accordance to Article 11 of the Agreement the parties desire to amend the Agreement as set forth herein.
