FOURTH AMENDMENT
TO SUBADVISORY AGREEMENT
THIS AMENDMENT effective as of the 1st day of January, 2010
amends that certain Subadvisory Agreement effective September
24, 2007, as amended as of January 1, 2009, as of January 28,
2009 and as of April 21, 2009 (the "Agreement") among Virtus
Opportunities Trust (the "Fund"), a Delaware statutory trust on
behalf of its series Virtus Foreign Opportunities Fund, Virtus
Global Opportunities Fund, Virtus Greater Asia ex Japan
Opportunities Fund and Virtus Greater European Opportunities
Fund (each, a "Series"), Virtus Investment Advisers, Inc., a
Massachusetts corporation (the "Adviser") and Vontobel Asset
Management, Inc., a New York 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 in Virtus Foreign Opportunities Fund's and Virtus
Global Opportunities 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 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:
Vontobel Asset Management, Inc.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
Vontobel Asset Management, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: CCO
SCHEDULES: A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions
E. Form of Sub-Certification
F. Designated Series
SCHEDULE C
(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 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.
The fee referred to above shall be wired to Vontobel's
account set forth below:
Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ & Co.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
ABA No.: ▇▇▇▇▇▇▇▇▇
SWIFT: ▇▇▇▇▇▇▇▇
Beneficiary: Vontobel Asset Management, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Account No. 904810445
SCHEDULE F
Virtus Foreign Opportunities Fund
Virtus Global Opportunities Fund
Virtus Greater Asia ex Japan Opportunities Fund
Virtus Greater European Opportunities Fund
VOT & VIA 4th Amend to SAA (Vontobel) - Net Change - 01012010.doc
