THIRD AMENDMENT
TO SUBADVISORY AGREEMENT
THIS AMENDMENT effective as of the 1st day of January, 2010
amends that certain Subadvisory Agreement effective June 27,
2007, as amended as of September 24, 2007 and as of March 2,
2009 (the "Agreement") among Virtus Opportunities Trust (the
"Fund"), a Delaware statutory trust on behalf of its series
Virtus Global Infrastructure Fund, Virtus Global Real Estate
Securities Fund, Virtus International Real Estate Securities
Fund and Virtus Real Estate Securities Fund (each a "Series"),
Virtus Investment Advisers, Inc., a Massachusetts corporation
(the "Adviser") and Duff & Xxxxxx Investment Management Co., an
Illinois corporation (the "Subadviser") as follows:
1. Schedule C to the Agreement is hereby deleted and Schedule
C attached hereto is substituted in its place to reflect
changes to Virtus Global Infrastructure Fund's, Virtus
Global Real Estate Securities Fund's, Virtus International
Real Estate Securities Fund's and Virtus Real Estate
Securities Fund's investment subadvisory fee.
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 initial capitalized
terms used 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 signature.
[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/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President
VIRTUS INVESTMENT ADVISERS, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
ACCEPTED:
Duff & Xxxxxx Investment Management Co.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President
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
rate 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 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.
