EX-10.30



 Exhibit 10.30 

AMENDMENT NO. 2 TO SECURITY AGREEMENT 

AMENDMENT NO. 2, dated as of December 4, 2013 (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 by Amendment No. 1, dated as of September 10, 2012 (as further amended, restated, supplemented or otherwise modified from time to time, the
“Security Agreement”). 
 RECITALS 

I. Reference is made to the Amended and Restated Credit Agreement, dated as of September 10, 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 by Amendment No. 1, dated as of July 2, 2013 and Amendment No. 2,
dated as of September 18, 2013 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). 

II. The Loan Parties (as defined in the Credit Agreement), the Administrative Agent and the Required Lenders (as defined in the Credit
Agreement) are entering into Amendment No. 3, dated as of the date hereof, to the Credit Agreement (the “Amendment”). 

III. The 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. 
 IV. 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. 
 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. Clause (iv) of Section 3.4(a) is hereby amended and restated in its
entirety to read as follows: 
 (iv) Except as set forth on Schedule 3.4(a)(iv), other than the Pledged Equity
Interests that constitute General Intangibles, there is no Investment Related Property other than that (x) represented by certificated securities or Instruments in the possession of the Administrative Agent, (y) held in a Securities
Account that is a Blocked Account, and (z) investments made by the Borrower or any Subsidiary Guarantor pursuant to Section 7.4(i)(v) of the Credit Agreement (each a “Permitted Seed Capital Investment”) and held by
a 
 Virtus Investment Partners, Inc. – Amendment No. 2 to Security Agreement 







 
Securities Intermediary of the Borrower or such Subsidiary Guarantor, as the case may be, in a Securities Account over which the Security Interest is otherwise perfected and constitutes a first
prior Lien subject to any Permitted Encumbrance referred to in paragraph (h) of such defined term. 
 2. Clause (ii) of
Section 3.4(d) is hereby amended and restated in its entirety to read as follows: 
 (ii) Each Grantor agrees
that it will not establish or maintain, or permit any other Grantor to establish or maintain, any Securities Account or commodities account that is not (x) a Blocked Account, or (y) a Securities Account which contains only Permitted Seed
Capital Investments. 
 3. Notwithstanding anything contained herein to the contrary, paragraphs 1 and 2 of this Amendment shall not become
effective until the Amendment Effective Date (as defined in the Amendment). 
 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. 
 [Signature pages follow.] 

  
 -2- 

Virtus Investment Partners, Inc. – Amendment No. 2 to Security Agreement 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Security
Agreement to be duly executed by their respective authorized officers as of the day and year first above written. 
  

			
	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
	
	RAMPART INVESTMENT MANAGEMENT COMPANY, LLC
		
	By:	 	 /s/ Michael A. Angerthal

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



  
 Virtus Investment
Partners, Inc. – Amendment No. 2 to Security Agreement 








 
			
	VIRTUS FUND SERVICES, LLC
		
	By:	 	 /s/ Michael A. Angerthal

	Name:	 	Michael A. Angerthal
	Title:	 	Executive Vice President and Treasurer


  
 Virtus Investment Partners, Inc.
– Amendment No. 2 to Credit Agreement 







 
			
	THE BANK OF NEW YORK MELLON, as Administrative Agent
		
	By:	 	 /s/ Richard G. Shaw

	Name:	 	Richard G. Shaw
	Title:	 	Vice President


  
 Virtus Investment Partners, Inc.
– Amendment No. 2 to Credit Agreement