0001193125-10-067297 Sample Contracts

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • March 25th, 2010 • Virtus Equity Trust • Connecticut

This Amended and Restated Administration Agreement is made effective as of the 1st day of January, 2010, by and between the trusts listed on Schedule A (each a “Trust” and together the “Trusts”) including the funds listed under each Trust, commonly known as Virtus Mutual Funds (each, a “Fund” and together the “Funds”), and VP Distributors, Inc. (formerly Phoenix Equity Planning Corporation), a Connecticut corporation (the “Administrator”).

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SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • March 25th, 2010 • Virtus Equity Trust

This Sub-Administration and Accounting Services Agreement (“Agreement”) is made effective as of January 1, 2010 by and among VP DISTRIBUTORS, INC. (formerly Phoenix Equity Planning Corporation), a Connecticut corporation (“VP Distributors”); the trusts known as VIRTUS MUTUAL FUNDS, listed on Exhibit A attached hereto and made a part hereof, as it may be amended from time to time (each, a “Fund” and together, the “Funds”); and PNC GLOBAL INVESTMENT SERVICING (U.S.) INC., a Massachusetts corporation (“PNC”), and, solely with respect to the Funds referenced herein, supersedes that certain Second Amended and Restated Sub-Administration Agreement between VP Distributors and PNC dated as of November 1, 2005, as amended (the “Superseded Agreement”).

AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT between VIRTUS MUTUAL FUNDS and VP DISTRIBUTORS, INC.
Transfer Agency and Service Agreement • March 25th, 2010 • Virtus Equity Trust • Connecticut

This AGREEMENT, effective the 1st day of January, 2010, is made by and between the undersigned entities (the series of which are hereinafter each referred to as the “Fund” and collectively referred to as the “Virtus Mutual Funds”) and VP DISTRIBUTORS, INC. (hereinafter referred to as the “Transfer Agent”). This Agreement supercedes any previous Transfer Agency and Service Agreement entered into between the above-referenced parties.

SIXTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 25th, 2010 • Virtus Equity Trust • Delaware

THIS AMENDMENT effective as of the 1st day of January, 2010 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, as amended on October 21, 2004, July 29, 2005, July 13, 2007, March 10, 2008 and June 22, 2009 (the “Agreement”), by and between Virtus Equity Trust, a Delaware statutory trust (the “Trust”) and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”) as follows:

FIRST AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • March 25th, 2010 • Virtus Equity Trust

THIS AMENDMENT effective as of the 1st day of January, 2010 amends that certain Subadvisory Agreement effective March 10, 2008 (the “Agreement”) among Virtus Equity Trust (formerly known as Phoenix Equity Trust) (the “Fund”), a Delaware statutory trust on behalf of its series Virtus Small-Cap Growth Fund (formerly known as Phoenix Small-Cap Growth Fund) (the “Series”), Virtus Investment Advisers, Inc. (formerly known as Phoenix Investment Counsel, Inc.), a Massachusetts corporation (the “Adviser”) and Engemann Asset Management, a California corporation (the “Subadviser”) as follows:

THIRD AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • March 25th, 2010 • Virtus Equity Trust

THIS AMENDMENT effective as of the 1st day of January, 2010 amends that certain Subadvisory Agreement effective March 10, 2008, as amended as of June 22, 2009 and as of September 1, 2009 (the “Agreement”) among Virtus Equity Trust (the “Fund”), a Delaware statutory trust on behalf of its series Virtus Mid-Cap Core Fund, Virtus Quality Large Cap Value Fund (formerly known as Virtus Value Opportunities Fund), Virtus Quality Small-Cap Fund, Virtus Small-Cap Core Fund and Virtus Small-Cap Sustainable Growth Fund (the “Series”), Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”) and Kayne Anderson Rudnick Investment Management, LLC a California limited liability company (the “Subadviser”) as follows:

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