FOURTH AMENDMENT
TO SUBADVISORY AGREEMENT
THIS AMENDMENT effective as of the 1st day of January, 2009
and dated July 15, 2009 amends that certain Subadvisory
Agreement effective June 27, 2007, as amended on September 24,
2007, January 31, 2008 and December 19, 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., a Massachusetts
corporation (the "Adviser") and Xxxxxxx Capital Advisers, Inc.,
a New York corporation (the "Subadviser") as follows:
1. Schedules C and F to the Agreement are hereby deleted and
the Schedules C and F attached hereto are substituted in their place.
2. 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 capitalized terms
used but not defined herein shall have such meanings as
ascribed thereto in the Agreement.
3. 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]
[PAGE BREAK]
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/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President
VIRTUS INVESTMENT ADVISERS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
ACCEPTED:
XXXXXXX CAPITAL ADVISERS, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and Secretary
[PAGE BREAK]
SCHEDULE C
SUBADVISORY FEE
(a) For services provided to the Fund, the Adviser will
pay to the Subadviser, a fee, payable in arrears, at the annual
rates stated below. 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 each Designated 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 each
Designated Series other than Virtus Multi-Sector Fixed Income
Fund and Virtus Multi-Sector Short Term Bond Fund is to be 50%
of the gross management fee as calculated based on the average
daily net assets. The fee to be paid to the Subadviser for
Virtus Multi-Sector Fixed Income Fund and Virtus Multi-Sector
Short Term Bond Fund is to be 48.25% of the gross management fee
as calculated based on the average daily net assets.
[PAGE BREAK]
SCHEDULE F
DESIGNATED SERIES
Virtus Core Bond Fund
Virtus Multi-Sector Fixed Income Fund*
Virtus Multi-Sector Short Term Bond Fund*
Virtus Senior Floating Rate Fund
* Solely with respect to the municipal securities sector of each
of Virtus Multi-Sector Fixed Income Fund and Virtus Multi-Sector
Short Term Bond Fund, while the Subadviser shall be responsible
for final allocation decisions, the Adviser shall perform
certain services as agreed between the Adviser and Subadviser
from time to time, including recommending purchases and sales of
municipal securities within the allocation assigned by the
Subadviser and placing approved trades.