Amendment No. 1 to the Security Agreement

AMENDMENT NO. 1, dated as of September 10, 2012 (this “Amendment”), to the Security Agreement, dated as of September 1, 2009, by and among Virtus Investment Partners, Inc., a Delaware corporation (“Virtus”), each of the subsidiaries of Virtus listed on Schedule I to the Security Agreement or which became a party thereto thereafter (collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors and Virtus are referred to collectively herein as the “Grantors”), and The Bank of New York Mellon, as administrative agent (the “Administrative Agent”) under the Credit Agreement referred to below (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”).

I. Reference is made to the Amended and Restated Credit Agreement, dated as of September , 2012, among Virtus, the Lenders party thereto, PNC Bank, National Association, as syndication agent, and The Bank of New York Mellon, as administrative agent, swingline lender, and issuing bank (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)

II. Grantors have requested that the Security Agreement be amended as set forth herein, and the Administrative Agent is willing to do so subject to the terms and conditions hereinafter set forth.

III. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Security Agreement or the Credit Agreement, as applicable.

IV. Accordingly, in consideration of the recitals and the terms and conditions hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, subject to the terms and conditions hereinafter set forth, the Administrative Agent and each Grantor hereby agree as follows:

1. Section 3.1(a)(iv) is hereby amended by inserting the phrase “and Permitted Encumbrances” immediately following the word “Liens” contained therein.

2. Clause (A) of Section 3.4(d)(iii) is hereby amended and restated in its entirety to read as follows:

“(A) cause each such issuer that is a wholly owned Subsidiary to execute and deliver to the Administrative Agent an Issuer’s acknowledgement of the pledge,”

3. Notwithstanding anything contained herein to the contrary, paragraphs 1 through 2 of this Amendment shall become effective simultaneously with the occurrence of the Effective Date (as defined in the Credit Agreement).

4. Virtus and each other Grantor hereby reaffirms and admits the validity and enforceability of the Security Agreement and its obligations thereunder, and agrees and admits that as of the date hereof it has no defense to or offset against any such obligation.

5. This Amendment may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which, when taken together, shall constitute but one contract. Delivery of an executed counterpart of this Amendment by facsimile transmission or electronic copy (e.g. pdf file) shall be as effective as delivery of a manually executed counterpart of this Amendment. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart signed by the party to be charged.

6. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of laws principles that would require the application of the laws of another jurisdiction.

7. Except as amended hereby, the Security Agreement shall in all other respects remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.


Name:		Michael A. Angerthal
Title:		Executive Vice President and Chief Financial Officer

DUFF & PHELPS INVESTMENT MANAGEMENT CO.

By:		/s/ Michael A. Angerthal
Name:		Michael A. Angerthal
Title:		Executive Vice President & Treasurer

EUCLID ADVISORS LLC

By:		/s/ Michael A. Angerthal
Name:		Michael A. Angerthal
Title:		Executive Vice President & Treasurer

KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT, LLC

By:		/s/ Michael A. Angerthal
Name:		Michael A. Angerthal
Title:		Senior Vice President & Chief Financial Officer

RUTHERFORD FINANCIAL CORPORATION

By:		/s/ David Hanley
Name:		David Hanley
Title:		Vice President & Treasurer


NEWFLEET ASSET MANAGEMENT LLC (f/k/a SCM ADVISORS LLC)

By:		/s/ Michael A. Angerthal
Name:		Michael A. Angerthal
Title:		Senior Vice President & Chief Financial Officer

VIRTUS INVESTMENT ADVISERS, INC.

By:		/s/ Michael A. Angerthal
Name:		Michael A. Angerthal
Title:		Executive Vice President & Chief Financial Officer

VIRTUS PARTNERS, INC.

By:		/s/ Michael A. Angerthal
Name:		Michael A. Angerthal
Title:		Executive Vice President, Chief Financial Officer

ZWEIG ADVISERS, LLC

By:		/s/ Michael A. Angerthal
Name:		Michael A. Angerthal
Title:		Executive Vice President & Chief Financial Officer


THE BANK OF NEW YORK MELLON, as Administrative Agent

By:		/s/ Richard G. Shaw