FIRST AMENDMENT
TO SUBADVISORY AGREEMENT
THIS AMENDMENT effective as of the 30th day of June, 2010
amends that certain Subadvisory Agreement effective September
29, 2009 (the "Agreement") among Virtus Opportunities Trust (the
"Fund"), a Delaware statutory trust on behalf of its series
Virtus AlphaSector Allocation Fund and Virtus AlphaSector
Rotation Fund (each, a "Series"), Virtus Investment Advisers,
Inc., a Massachusetts corporation (the "Adviser") and F-Squared
Investments, Inc., a Delaware corporation (the "Subadviser") as
follows:
1. Virtus Premium AlphaSector Fund is hereby added as an
additional Series to the Agreement.
2. The Subadvisory fee for Virtus Premium AlphaSector Fund is
hereby set forth on Schedule A to the Agreement, Schedule A
is hereby deleted and Schedule A attached hereto is
substituted in its place to reflect such addition.
3. Schedule C to the Agreement is hereby deleted and Schedule
C attached hereto is substituted in its place to reflect
the addition of Virtus Premium AlphaSector Fund.
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 but not defined 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
VIRTUS INVESTMENT ADVISERS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
ACCEPTED:
F-Squared Investments, Inc.
By: /s/ ▇▇▇▇▇▇ Present
Name: ▇▇▇▇▇▇ Present
Title: Chief Executive Officer
SCHEDULES: A. Fee Schedule
B. Subadviser Functions
C. Designated Series
SCHEDULE A
(a) For services provided to the Series, the Adviser will
pay to the Subadviser, a fee, payable in arrears at the annual
rate. 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.
(b) The fee to be paid to the Subadviser for Virtus
AlphaSector Allocation Fund and Virtus AlphaSector Rotation Fund
is to be:
Series Investment Subadvisory Fee
1st $1 Billion Over $1 Billion
Virtus AlphaSector
Allocation Fund 0.20% 0.175%
Virtus AlphaSector Rotation
Fund 0.20% 0.175%
(c) The fee to be paid to the Subadviser for Virtus
Premium AlphaSector Fund 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.
SCHEDULE C
Virtus AlphaSector Allocation Fund
Virtus AlphaSector Rotation Fund
Virtus Premium AlphaSector Fund