Security Agreement among Virtus Investment Partners, Inc.



 Exhibit 10.25 
 EXECUTION COPY 
 VIRTUS INVESTMENT PARTNERS, INC. 

SECURITY AGREEMENT 
 among 
 VIRTUS INVESTMENT PARTNERS, INC., 

EACH OF THE OTHER GRANTORS PARTY HERETO 
 and 
 THE BANK OF NEW YORK MELLON, 

as Administrative Agent 
  

 
 Dated as of
September 1, 2009 







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	ARTICLE 1. DEFINITIONS; GRANT OF SECURITY; CONTINUING PERFECTION AND PRIORITY	  	 	4	  
			
	    SECTION 1.1	  	GENERAL DEFINITIONS	  	 	4	  
	    SECTION 1.2	  	OTHER DEFINITIONS; INTERPRETATION	  	 	13	  
	    SECTION 1.3	  	GRANT OF SECURITY	  	 	13	  
		
	ARTICLE 2. SECURITY FOR OBLIGATIONS; NO ASSUMPTION OF LIABILITY	  	 	15	  
			
	    SECTION 2.1	  	SECURITY FOR SECURED OBLIGATIONS	  	 	15	  
	    SECTION 2.2	  	NO ASSUMPTION OF LIABILITY	  	 	15	  
		
	ARTICLE 3. REPRESENTATIONS AND WARRANTIES AND COVENANTS	  	 	15	  
			
	    SECTION 3.1	  	GENERALLY	  	 	15	  
	    SECTION 3.2	  	EQUIPMENT AND INVENTORY	  	 	19	  
	    SECTION 3.3	  	RECEIVABLES	  	 	20	  
	    SECTION 3.4	  	INVESTMENT-RELATED PROPERTY	  	 	21	  
	    SECTION 3.5	  	LETTER-OF-CREDIT RIGHTS	  	 	25	  
	    SECTION 3.6	  	INTELLECTUAL PROPERTY COLLATERAL	  	 	25	  
	    SECTION 3.7	  	COMMERCIAL TORT CLAIMS	  	 	27	  
	    SECTION 3.8	  	DEPOSIT ACCOUNTS; BLOCKED ACCOUNTS	  	 	28	  
		
	ARTICLE 4. FURTHER ASSURANCES; FILING AUTHORIZATION	  	 	28	  
			
	    SECTION 4.1	  	FURTHER ASSURANCES	  	 	28	  
	    SECTION 4.2	  	FILINGS	  	 	29	  
		
	ARTICLE 5. REMEDIES UPON DEFAULT	  	 	29	  
			
	    SECTION 5.1	  	REMEDIES GENERALLY	  	 	29	  
	    SECTION 5.2	  	APPLICATION OF PROCEEDS OF COLLATERAL	  	 	32	  
	    SECTION 5.3	  	INVESTMENT-RELATED PROPERTY	  	 	33	  
	    SECTION 5.4	  	GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY	  	 	34	  
		
	ARTICLE 6. CONCERNING THE ADMINISTRATIVE AGENT	  	 	34	  
			
	    SECTION 6.1	  	IN GENERAL	  	 	34	  
	    SECTION 6.2	  	STANDARD OF CARE	  	 	34	  
	    SECTION 6.3	  	ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT	  	 	35	  
	    SECTION 6.4	  	REIMBURSEMENT OF ADMINISTRATIVE AGENT	  	 	36	  
		
	ARTICLE 7. WAIVERS; AMENDMENTS	  	 	37	  
		
	ARTICLE 8. SECURITY INTEREST ABSOLUTE	  	 	37	  
		
	ARTICLE 9. TERMINATION; RELEASE	  	 	38	  
		
	ARTICLE 10. ADDITIONAL GRANTORS	  	 	38	  
		
	ARTICLE 11. NOTICES	  	 	39	  
		
	ARTICLE 12. BINDING EFFECT; SEVERAL AGREEMENT; ASSIGNMENTS	  	 	39	  


  
 Virtus
Investment Partners, Inc. Security Agreement 








 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	ARTICLE 13. SURVIVAL OF AGREEMENT; SEVERABILITY	  	 	39	  
		
	ARTICLE 14. MISCELLANEOUS	  	 	40	  
			
	SECTION 14.1	  	GOVERNING LAW	  	 	40	  
	SECTION 14.2	  	COUNTERPARTS; INTEGRATION	  	 	40	  
	SECTION 14.3	  	HEADINGS	  	 	40	  
	SECTION 14.4	  	JURISDICTION; VENUE; CONSENT TO SERVICE OF PROCESS	  	 	40	  
	SECTION 14.5	  	WAIVER OF JURY TRIAL	  	 	41	  

 SCHEDULES: 

 

			
	Schedule I	  	List of Subsidiaries and Addresses for Notices
		
	Schedule 3.1(a)(i)	  	List of Chief Executive Offices, Jurisdictions of Organization, Federal Employer Identification Numbers and Company Organizational Numbers
		
	Schedule 3.1(a)(ii)	  	List of Legal and Other Names
		
	Schedule 3.1(a)(iii)	  	List of Security Agreements
		
	Schedule 3.1(a)(v)	  	List of Liens on Collateral; List of Financing Statements
		
	Schedule 3.1(a)(vii)	  	List of Material Authorizations
		
	Schedule 3.1(a)(viii)	  	List of Material Licenses
		
	Schedule 3.2	  	List of Locations of Equipment and Inventory
		
	Schedule 3.4	  	List of Investment-Related Property
		
	Schedule 3.4(a)(iv)	  	List of Uncertificated Pledged Equity Interests Not Subject to Blocked Accounts
		
	Schedule 3.4(a)(v)	  	List of Persons with Control Over Investment-Related Property
		
	Schedule 3.5	  	List of Letters of Credit
		
	Schedule 3.6	  	List of Intellectual Property
		
	Schedule 3.7	  	List of Commercial Tort Claims
		
	Schedule 3.8	  	List of Deposit Accounts

 EXHIBITS: 

 

			
		
	Exhibit A	  	Form of Supplement
		
	Exhibit B	  	Form of Issuer’s Acknowledgment
		
	Exhibit C	  	Form of Power of Attorney
		
	Exhibit D	  	Form of Letter Agreement (Secured Hedging Agreements and Secured Cash Management Agreements)


  
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 Virtus Investment Partners, Inc. Security Agreement 








 SECURITY AGREEMENT, dated as of September __, 2009, among Virtus Investment Partners, Inc.,
a Delaware corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Schedule I or which becomes a party hereto in accordance with Article 10 (each such subsidiary, individually, a
“Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors and the Borrower are referred to collectively herein as the “Grantors”), and THE BANK OF NEW YORK
MELLON, as Administrative Agent under the Credit Agreement referred to in the next paragraph (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”). 

RECITALS 

A. Reference is made to the Credit Agreement, dated as of September 1, 2009, among the Borrower, the Lenders party thereto, and The
Bank of New York Mellon, as Administrative Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). 
 B. The Lenders have agreed to make Revolving Loans to, and the Issuing Bank has agreed to issue Letters of Credit for the account of, the Borrower pursuant to, and upon the terms and subject to the
conditions specified in, the Credit Agreement. The Grantors acknowledge that the Revolving Loans, Letters of Credit and other financial accommodations made under the Loan Documents will enhance the aggregate borrowing powers of the Borrower and
credit availability to the other Loan Parties and facilitate their loan relationship with the Credit Parties, all to the mutual advantage of the Grantors. 
 C. Each Grantor acknowledges that it will derive substantial direct and indirect benefit from the making of the Revolving Loans and the issuance of the Letters of Credit. Each Guarantor has, pursuant to
the Guarantee Agreement, unconditionally guaranteed the Secured Obligations. 
 D. This Security Agreement is given by each
Grantor in favor of the Administrative Agent for the benefit of the Secured Parties (as hereinafter defined) to secure the payment and performance of all of the Secured Obligations (as hereinafter defined). 

E. The execution and delivery by the Grantors of this Security Agreement is a condition precedent to the effectiveness of the Credit
Agreement, and the Credit Parties would not have entered into the Credit Agreement if the Grantors had not executed and delivered this Security Agreement. 
 Accordingly, the Grantors and the Administrative Agent, on behalf of itself and each other Secured Party (and each of their respective successors or assigns), hereby agree as follows: 

ARTICLE 1. 

DEFINITIONS; GRANT OF SECURITY; CONTINUING PERFECTION AND PRIORITY 

Section 1.1 General Definitions. As used in this Security Agreement, the following terms shall have the meanings specified
below: 

  
 Virtus
Investment Partners, Inc. Security Agreement 








 “Account Debtor” means each Person who is obligated in
respect of any Receivable or any Supporting Obligation or Collateral Support relating thereto. 

“Accounts” means (i) all “accounts” as defined in Article 9 of the UCC and (ii) all
“health-care-insurance receivables”, each as defined in Article 9 of the UCC. 
 “Additional
Grantor” has the meaning assigned to such term in Article 10. 
 “Applicable
Date” means (i) in the case of any Grantor (other than an Additional Grantor), the date hereof, and (ii) in the case of any Additional Grantor, the date of the Supplement executed and delivered by such Additional Grantor.

 “Approved Securities Intermediary” means a Securities Intermediary or commodity intermediary
selected or approved by the Administrative Agent and with respect to which a Grantor has delivered to the Administrative Agent an executed Securities Account Control Agreement. 

“Authorization” means, collectively, any license, approval, permit or other authorization issued by any
Governmental Authority. 
 “Blocked Account” means a Deposit Account or Securities Account
maintained by any Grantor with a financial institution or Securities Intermediary, as applicable, selected by such Grantor and reasonably acceptable to the Administrative Agent, which account is the subject of an effective Deposit Account Control
Agreement or Securities Account Control Agreement. 
 “Blocked Account Bank” means a financial
institution selected or approved by the Administrative Agent and with respect to which a Grantor has delivered to the Administrative Agent an executed Deposit Account Control Agreement. 

“Borrower” has the meaning assigned to such term in the preliminary statement of this Security Agreement.

 “Cash Collateral Account” means any Deposit Account or Securities Account established by the
Administrative Agent in which cash and/or Permitted Investments may from time to time be on deposit or held therein pursuant to the Loan Documents. 
 “Cash Management Agreement” means an agreement entered into by a Loan Party with any Lender or an Affiliate thereof pursuant to which such Lender or such Affiliate provides any one or
more of the following types or services or facilities to any Loan Party: (a) ACH transactions, (b) other cash management services, including, without limitation, controlled disbursement services, treasury, depository, overdraft, and
electronic funds transfer services, (c) foreign exchange facilities, (d) credit card processing services, and (e) credit or debit cards. 
 “Chattel Paper” means all “chattel paper” as defined in Article 9 of the UCC. 

  
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 “Claim Proceeds” means, with respect to any Commercial Tort
Claim or any Collateral Support or Supporting Obligation relating thereto, all Proceeds thereof, including all insurance proceeds and other amounts and recoveries resulting or arising from the settlement or other resolution thereof, in each case
regardless of whether characterized as a “commercial tort claim” under Article 9 of the UCC or “proceeds” under the UCC. 
 “Collateral” has the meaning assigned to such term in Section 1.3(a). 
 “Collateral Records” means all books, instruments, certificates, Records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals and other
documents, and all computer software, computer printouts, tapes, disks and related data processing software and similar items, in each case that at any time represent, cover or otherwise evidence, or contain information relating to, any of the
Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon. 

“Collateral Support” means all property (real or personal) assigned, hypothecated or otherwise securing
any of the Collateral, and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property. 
 “Commercial Tort Claims” means all “commercial tort claims” as defined in Article 9 of the UCC and all Claim Proceeds; including all claims described on Schedule 3.7.

 “Concentration Account” means a Deposit Account of the Grantors with The Bank of New York
Mellon or such other bank or financial institution acceptable to the Administrative Agent, which shall be a Blocked Account. 
 “Copyright License” means any written agreement, now or hereafter in effect, granting any right to any third party under any Copyright now or hereafter owned or held by or behalf of any
Grantor or which any Grantor otherwise has the right to license, or granting any right to any Grantor under any Copyright now or hereafter owned by any third party, and all rights of any Grantor under any such agreement, including each agreement
described on Schedule 3.6. 
 “Copyrights” means all of the following: (i) all
copyright rights in any work subject to the copyright laws of the United States of America or any other country, whether as author, assignee, transferee or otherwise, (ii) all registrations and applications for registration of any such
copyright in the United States of America or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office or any similar offices in the United
States of America or any other country, including those described on Schedule 3.6, (iii) all rights and privileges arising under applicable law with respect to the use of such copyrights, (iv) all reissues, renewals, continuations
and extensions thereof and amendments thereto, and (v) all income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past, present or future infringements
thereof. 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 “Credit Agreement” has the meaning assigned to such term in
the preliminary statement of this Security Agreement. 
 “Deposit Accounts” means all
“deposit accounts” as defined in Article 9 of the UCC, including all such accounts described on Schedule 3.8. 
 “Deposit Account Control Agreement” means a Deposit Account Control Agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed by any Grantor and the
Administrative Agent and acknowledged and agreed to by the relevant financial institution, providing for “control” (within the meaning of the UCC) by the Administrative Agent over a Deposit Account. 

“Documents” means all “documents” as defined in Article 9 of the UCC. 

“Equipment” means (i) all “equipment” as defined in Article 9 of the UCC, (ii) all
machinery, manufacturing equipment, data processing equipment, computers, office equipment, furnishings, furniture, appliances, fixtures and tools, in each case, regardless of whether characterized as “equipment” under the UCC, and
(iii) all accessions or additions to any of the foregoing, all parts thereof, whether or not at any time of determination incorporated or installed therein or attached thereto, and all replacements therefor, wherever located, now or hereafter
existing. 
 “Financial Assets” means all “financial assets” as defined in Article 8
of the UCC. 
 “Federal Securities Laws” has the meaning assigned to such term in
Section 5.3. 
 “General Intangibles” means (i) all “general
intangibles” as defined in Article 9 of the UCC and (ii) all choses in action and causes of action, all indemnification claims, all goodwill, all Hedging Agreements, all tax refunds, all licenses, permits, concessions, franchises and
authorizations, all Intellectual Property, all Payment Intangibles, all Authorizations and all Software, in each case regardless of whether characterized as a “general intangible” under the UCC; including all rights and interests under all
capital contribution, subscription and similar agreements. 
 “Goods” means (i) all
“goods” as defined in Article 9 of the UCC and (ii) all Equipment and Inventory and any computer program embedded in goods and any supporting information provided in connection with such program, to the extent (a) such program is
associated with such goods in such a manner that it is customarily considered part of such goods or (b) by becoming the owner of such goods, a Person acquires a right to use the program in connection with such goods, in each case regardless of
whether characterized as a “good” under the UCC. 
 “Grantor” and
“Grantors” have the meanings assigned to such terms in the preliminary statement of this Security Agreement. 
 “Instruments” means all “instruments” as defined in Article 9 of the UCC. 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 “Insurance” means all insurance policies covering any or
all of the Collateral (regardless of whether the Administrative Agent or any other Secured Party is the loss payee thereof) and all business interruption insurance policies. 

“Intellectual Property” means all intellectual and similar property of any Grantor of every kind and
nature, including inventions, designs, Patents, Copyrights, Trademarks, Licenses, domain names, Trade Secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases
and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing. 

“Inventory” means (i) all “inventory” as defined in Article 9 of the UCC and (ii) all
goods held for sale or lease or to be furnished under contracts of service or so leased or furnished, all raw materials, work in process, finished goods and materials used or consumed in the manufacture, packing, shipping, advertising, selling,
leasing, furnishing or production of such inventory or otherwise used or consumed in any Grantor’s business, all goods which are returned to or repossessed by or on behalf of any Grantor, and all computer programs embedded in any goods, and all
accessions thereto and products thereof, in each case, regardless of whether characterized as “inventory” under the UCC. 
 “Investment Property” means “investment property” as defined in Article 9 of the UCC. 
 “Investment-Related Property” means (i) all Pledged Collateral and (ii) all other Investment Property owned or held by or on behalf of any Grantor. 

“Issuer’s Acknowledgment” means an acknowledgment substantially in the form of Exhibit B.

 “Letter-of-Credit Rights” means (i) all “letter-of-credit rights” as defined
in Article 9 of the UCC and (ii) all rights, title and interests of each Grantor to any letter of credit, in each case regardless of whether characterized as a “letter-of-credit right” under the UCC. 

“License” means any Copyright License, Patent License, Trademark License, Trade Secret License or other
license (other than any Authorization) or sublicense to which any Grantor is a party. 
 “Material
Commercial Tort Claims” means, with respect to each Grantor, (i) all Commercial Tort Claims asserted by it, or on its behalf, in writing, and (ii) each Commercial Tort Claim in excess of $50,000 to which it has any right, title or
interest and of which it is aware. 
 “Patent License” means any written agreement, now or
hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter owned or held by or on behalf of any Grantor or which any Grantor otherwise has the


  
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 Virtus Investment Partners, Inc. Security Agreement 








 
right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and all
rights of any Grantor under any such agreement, including each agreement described on Schedule 3.6. 

“Patents” means all of the following: (i) all letters patent of the United States of America or any
other country, all registrations and recordings thereof and all applications for letters patent of the United States of America or any other country, including registrations, recordings and pending applications in the United States Patent and
Trademark Office or any similar offices in the United States of America or any other country, including those described on Schedule 3.6, (ii) all inventions and improvements described and claimed therein, including the right to make, use
and/or sell the inventions disclosed or claimed therein, (iii) all reissues, continuations, divisions, continuations in part, renewals or extensions thereof and amendments thereto, and the inventions disclosed or claimed therein, and
(iv) all income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto. 
 “Payment Intangibles” means all “payment intangibles” as defined in Article 9 of the UCC. 

“Pledged Collateral” means, collectively, Pledged Debt and Pledged Equity Interests. 

“Pledged Debt” means all debt owed or owing to any Grantor and not held in a Securities Account or
otherwise through a Securities Intermediary, including all such debt described on Schedule 3.4, all Instruments, Chattel Paper or other documents, if any, representing or evidencing such debt, and all interest, cash, instruments and other
property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such debt. 
 “Pledged Equity Interests” means all Equity Interests owned or held by or on behalf of any Grantor and not held in a Securities Account or otherwise through a Securities Intermediary,
including all such Equity Interests described on Schedule 3.4, and all certificates, instruments and other documents, if any, representing or evidencing such Equity Interests and all interests of such Grantor on the books and records of the
issuers of such Equity Interests, all of such Grantor’s right, title and interest in, to and under any partnership, limited liability company, shareholder or similar agreements to which it is a party, and all dividends, distributions, cash,
warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interests. 

“Power of Attorney” means a Special Power of Attorney in substantially the form of Exhibit C.

 “Proceeds” means (i) all “proceeds” as defined in Article 9 of the UCC,
(ii) payments or distributions made with respect to any Collateral, (iii) any payment received from 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 
any insurer or other Person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes the
Collateral, and (iv) whatever is receivable or received when any of the Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, including any claim of any Grantor
against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (a) past, present or future infringement of any Patent now or hereafter owned or held by
or on behalf of any Grantor, or licensed under a Patent License, (b) past, present or future infringement or dilution of any Trademark now or hereafter owned or held by or on behalf of any Grantor, or licensed under a Trademark License, or
injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned or held by or on behalf of any Grantor, (c) past, present or future infringement of any Copyright now or hereafter owned or held by or on behalf of any
Grantor, or licensed under a Copyright License, (d) past, present or future infringement of any Trade Secret now or hereafter owned or held by or on behalf of any Grantor, or licensed under a Trade Secret License, and (e) past, present or
future breach of any License, in each case, regardless of whether characterized as “proceeds” under the UCC. 
 “Receivables” means all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services
rendered or to be rendered, including all such rights constituting or evidenced by any Account, Chattel Paper, Instrument or other document, General Intangible or Investment-Related Property, together with all of the applicable Grantor’s
rights, if any, in any goods or other property giving rise to such right to payment, and all Collateral Support and Supporting Obligations relating thereto and all Receivables Records. 

“Receivables Records” means (i) all originals of all documents, instruments or other writings or
electronic records or other Records evidencing any Receivable, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to any Receivable, including all tapes, cards, computer
tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to any Receivable, whether in the possession or under the control of the applicable Grantor or any computer bureau or agent from time to time acting
for such Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors
or secured parties, and certificates, acknowledgments, or other writings, including lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto, and (v) all other
written forms of information related in any way to the foregoing or any Receivable. 
 “Record”
means a “record” as defined in Article 9 of the UCC. 
 “Secured Cash Management
Agreement” means a Cash Management Agreement entered into by a Loan Party with any counterparty that is a Secured Party. 
 “Secured Hedging Agreement” means a Hedging Agreement entered into by the Borrower with any counterparty that is a Secured Party. 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 “Secured Obligations” shall mean (i) the Credit
Obligations, and (ii) the due and punctual payment and performance of all obligations of Borrower and the other Loan Parties under each Secured Hedging Agreement and Secured Cash Management Agreement. 

“Secured Parties” shall mean, collectively, (i) the Administrative Agent, (ii) each Credit
Party, (iii) each party (other than any Loan Party) to a Hedging Agreement or Cash Management Agreement, as applicable, if at the date of entering into such Hedging Agreement or Cash Management Agreement, as applicable, such Person was a Lender
or an Affiliate of a Lender and such Person executes and delivers to the Administrative Agent a letter agreement, substantially in the form of Exhibit D hereto, pursuant to which such Person (x) appoints the Administrative Agent as its
agent under the applicable Loan Documents and (y) agrees to be bound by the provisions of Sections 10.3, 10.9 and 10.13 of the Credit Agreement and the provisions of the applicable Loan Documents, including, without
limitation, the provisions of Article 9 hereof, (iv) the beneficiaries of each indemnification obligation undertaken by or on behalf of any Grantor under any Loan Document, and (v) the successors and assigns of each of the
foregoing. Notwithstanding the foregoing, The Bank of New York Mellon and any of its Affiliates party to any such Hedging Agreement while The Bank of New York Mellon (or any such Affiliate) is a Lender shall be deemed to be a Secured Party with
respect thereto without the necessity of delivering the letter agreement referred to in this definition. 

“Securities Account” means a “securities account” as defined in Article 8 of the UCC, including
all such accounts described on Schedule 3.4. 
 “Securities Account Control Agreement”
means a Securities Account Control Agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed by any Grantor and the Administrative Agent and acknowledged and agreed to by the relevant Approved Securities
Intermediary, providing for “control” (within the meaning of the UCC) by the Administrative Agent over a Securities Account. 
 “Securities Intermediary” has the meaning specified in Article 8 of the UCC. 
 “Security Interest” has the meaning assigned to such term in Section 1.3(a). 
 “Software” means all “software” as defined in Article 9 of the UCC. 
 “Subsidiary Guarantor” and “Subsidiary Guarantors” have the meanings assigned to such terms in the preliminary statement of this Security Agreement. 

“Supplement” means a supplement hereto, substantially in the form of Exhibit A. 

“Supporting Obligations” means (i) all “supporting obligations” as defined in Article 9 of
the UCC and (ii) all Guarantees and other secondary obligations supporting any of the Collateral, in each case regardless of whether characterized as a “supporting obligation” under the UCC. 

“Trade Secret Licenses” means any written agreement, now or hereafter in effect, granting to any third
party any right to use any Trade Secrets now or hereafter owned or held by 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 
or on behalf of any Grantor or which such Grantor otherwise has the right to license, or granting to any Grantor any right to use any Trade Secrets now or hereafter owned by any third party, and
all rights of any Grantor under any such agreement, including each agreement described on Schedule 3.6. 

“Trade Secrets” means all trade secrets and all other confidential or proprietary information and
know-how now or hereafter owned or used in, or contemplated at any time for use in, the business of any Grantor (all of the foregoing being collectively called a “Trade Secret”), whether or not such Trade Secret has been reduced to
a writing or other tangible form, including all documents and things embodying, incorporating or referring in any way to such Trade Secret, the right to sue for any past, present and future infringement of any Trade Secret, and all proceeds of the
foregoing, including licenses, royalties, income, payments, claims, damages and proceeds of suit. 

“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party
any right to use any Trademark now or hereafter owned or held by or on behalf of any Grantor or which such Grantor otherwise has the right to license, or granting to any Grantor any right to use any Trademark now or hereafter owned by any third
party, and all rights of any Grantor under any such agreement, including each agreement described on Schedule 3.6. 
 “Trademarks” means all of the following: (i) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles,
trade dress, logos, other source or business identifiers, uniform resource locations (URL’s), domain names, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, (ii) all registrations and
recordings thereof and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in the United States of
America or any other country, including those described on Schedule 3.6, and (iii) all reissues, continuations, extensions and renewals thereof and amendments thereto, (iv) all goodwill associated therewith or symbolized by any of
the foregoing, (v) all income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto and (vi) all other assets, rights and interests that uniquely reflect or embody such goodwill.

 “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of
New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Administrative Agent’s and the Secured Parties’ security interest in any item or
portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other
jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions. 
 “Voting Stock” means, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances
to elect at least a majority of the Board of Directors of such person. 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 Section 1.2 Other Definitions; Interpretation 

(a) Other Definitions. Capitalized terms used herein and not otherwise defined herein, and the term
“subsidiary” shall have the meanings assigned to such terms in the Credit Agreement. 
 (b) Rules of
Interpretation. The rules of interpretation specified in Sections 1.2, 1.3 and 1.4 of the Credit Agreement shall be applicable to this Security Agreement. All references herein to (i) a Schedule to this Security
Agreement shall refer to such Schedule hereto or to a Supplement, as applicable, and (ii) provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC. 

(c) Resolution of Drafting Ambiguities. Each Grantor acknowledges and agrees that it was represented by counsel in
connection with the execution and delivery of this Security Agreement, that it and its counsel reviewed and participated in the preparation and negotiation thereof and that any rule of construction to the effect that ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation hereof or thereof. 
 Section 1.3 Grant of
Security 
 (a) As security for the payment or performance, as applicable, in full of the Secured
Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Administrative Agent (and its successors and assigns), for the ratable benefit of the Secured Parties, and hereby
grants to the Administrative Agent (and its successors and assigns), for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, all personal property and fixtures of such Grantor, including all
of such Grantor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (all of which being hereinafter collectively referred to as the
“Collateral”): 
 (i) all Accounts, 

(ii) all Cash Collateral Accounts, Securities Accounts and all Deposit Accounts, 

(iii) all Chattel Paper, 
 (iv) all Commercial Tort Claims listed on Schedule 3.7, 

(v) all Documents, 
 (vi) all Equipment, 
 (vii) all General Intangibles, 

(viii) all Goods, 

  
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 (ix) all Instruments, 

(x) all Insurance, 
 (xi) all Intellectual Property, 
 (xii) all Inventory, 

(xiii) all Investment-Related Property, including all Pledged Collateral and all Blocked Accounts, 

(xiv) all Letter-of-Credit Rights, 

(xv) all Proceeds of Authorizations and, subject to the provisions of Section 1.3(c), all Authorizations and
the goodwill associated with all Authorizations, 
 (xvi) all Receivables and Receivables Records, 

(xvii) all other goods and other personal property of such Grantor, whether tangible or intangible, including all
“money” as defined in Article 9 of the UCC, 
 (xviii) to the extent not otherwise included in clauses
(i) through (xvii) of this Section, all Collateral Records, Collateral Support and Supporting Obligations in respect of any of the foregoing, 
 (xix) to the extent not otherwise included in clauses (i) through (xviii) of this Section, all other property in which a security interest may be granted under the UCC or which may be delivered
to and held by the Administrative Agent pursuant to the terms hereof (including the account referred to in Section 3.4(c)(ii) and all funds and other property from time to time therein or credited thereto), and 

(xx) to the extent not otherwise included in clauses (i) through (xix) of this Section, all Proceeds, products,
substitutions, accessions, rents and profits of or in respect of any of the foregoing. 
 (b) Revisions to
UCC. For the avoidance of doubt, it is expressly understood and agreed that, to the extent the UCC is revised after the date hereof such that the definition of any of the foregoing terms included in the description or definition of the
Collateral is changed, the parties hereto desire that any property which is included in such changed definitions, but which would not otherwise be included in the Security Interest on the date hereof, nevertheless be included in the Security
Interest upon the effective date of such revision. Notwithstanding the immediately preceding sentence, the Security Interest is intended to apply immediately on the Agreement Date to all of the Collateral to the fullest extent permitted by
applicable law, regardless of whether any particular item of the Collateral was then subject to the UCC. 
 (c)
Certain Limited Exclusions. Notwithstanding anything in this Section 1.3 to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 
granted a Security Interest in, (i) any right under any Authorization, lease, license or other contract or agreement constituting a General Intangible, but only to the extent that the
granting of a security interest therein or an assignment thereof would violate any applicable law or any enforceable provision of lease, license or other contract or agreement, as applicable, provided that to the extent such security interest
at any time hereafter shall no longer be prohibited by law, and/or immediately upon such provision no longer being enforceable, as the case may be, the Collateral shall automatically and without any further action include, and the Grantors shall be
deemed to have granted automatically and without any further action a Security Interest in, such right as if such law had never existed or such provision had never been enforceable, as the case may be, (ii) any Margin Stock, and (iii) any
Equity Interests of a Foreign Subsidiary which is a controlled foreign corporation (as defined in Section 957(a) of the Code), provided that this exclusion shall not apply to (x) Voting Stock of any Foreign Subsidiary which
is a controlled foreign corporation representing 65% (or such lesser percentage as is owned by the Grantors) of the total voting power of all outstanding Voting Stock of such Foreign Subsidiary and (y) 100% (or such lesser percentage as is
owned by the Grantors) of the Equity Interests not constituting Voting Stock of any such Foreign Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treas. Reg.
Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 1.3(c).  
 ARTICLE 2.

 SECURITY FOR OBLIGATIONS; NO ASSUMPTION OF LIABILITY 
 Section 2.1 Security for Secured Obligations. This Security Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due,
whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of Title 11 of the
United States Code, or any similar provision of any other bankruptcy, insolvency, receivership or other similar law), of all Secured Obligations. 
 Section 2.2 No Assumption of Liability. Notwithstanding anything to the contrary herein, the Security Interest is granted as security only and shall not subject the Administrative Agent or any
other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. 
 ARTICLE 3. 
 REPRESENTATIONS AND WARRANTIES AND COVENANTS 

Section 3.1 Generally 
 (a) Representations and Warranties. Each of the Grantors, jointly with the other Grantors and severally, represents and warrants to the Administrative Agent and the other Secured Parties that:


  
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 Virtus Investment Partners, Inc. Security Agreement 








 (i) As of the Applicable Date, (A) such Grantor’s chief executive
office or its principal place of business is, and for the preceding four months has been, located at the office indicated on Schedule 3.1(a)(i), (B) such Grantor’s jurisdiction of organization is the jurisdiction indicated on
Schedule 3.1(a)(i), and (C) such Grantor’s Federal Employer Identification Number and company organizational number is as set forth on Schedule 3.1(a)(i). 

(ii) As of the Applicable Date, (A) such Grantor’s exact legal name as such name appears in its certificate of
incorporation or other organizational document, is as set forth on Schedule 3.1(a)(ii) and (B) such Grantor has not done in the preceding five years, and does not do, business under any other name (including any trade-name or fictitious
business name), except for those names set forth on Schedule 3.1(a)(ii). 
 (iii) Except as set forth on
Schedule 3.1(a)(iii), such Grantor has not within the five years preceding the Applicable Date become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person, which has not
theretofore been terminated. 
 (iv) Such Grantor has good and valid rights in or title to, the Collateral with
respect to which it has purported to grant the Security Interest, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such Collateral for its intended purposes, and
except for Liens expressly permitted pursuant to the Loan Documents. 
 (v) Except as set forth on Schedule
3.1(a)(v), all Collateral owned or rights in Collateral held by it or on its behalf is owned or held by it or on its behalf free and clear of any Lien, except for Liens expressly permitted by the Loan Documents. Except as set forth on
Schedule 3.1(a)(v), it has not filed or consented to the filing of (A) any financing statement or analogous document under the UCC or any other applicable laws covering any such Collateral, (B) any assignment in which it assigns any
such Collateral or any security agreement or similar instrument covering any such Collateral with the United States Patent and Trademark Office or the United States Copyright Office, or any similar offices in the United States of America or any
other country, or (C) any assignment in which it assigns any such Collateral or any security agreement or similar instrument covering any such Collateral with any foreign governmental, municipal or other office, in each case which financing
statement, analogous document, assignment or other instrument, as applicable, is still in effect, except for Liens expressly permitted by the Loan Documents. 
 (vi) The Security Interest in the Collateral owned or rights in Collateral held by it or on its behalf (A) is effective to vest in the Administrative Agent, on behalf of the Secured Parties, the
rights of the Administrative Agent in such Collateral as set forth herein and (B) does not violate Regulation T, U or X as of the Applicable Date. 
 (vii) As of the Applicable Date, all material Authorizations are as listed on Schedule 3.1(a)(vii). 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 (viii) Except as set forth on Schedule 3.1(a)(viii), all leases,
licenses and other contracts and agreements as to which no security interest is granted by virtue of Section 1.3(c) are not material to the business of the Borrower or any of the Subsidiaries, taken as a whole. 

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: 

(i) It shall maintain, at its own cost and expense, such complete and accurate Records with respect to the Collateral
owned or held by it or on its behalf as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which it is engaged, but in any event to
include complete accounting Records indicating all payments and proceeds received with respect to any part of such Collateral, and, at such time or times as the Administrative Agent may reasonably request, promptly to prepare and deliver to the
Administrative Agent a duly certified schedule or schedules in form and detail satisfactory to the Administrative Agent showing the identity and amount of any and all such Collateral. 

(ii) It shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral owned or
rights in Collateral held by it or on its behalf against all Persons and to defend the Security Interest in such Collateral and the priority thereof against any Lien or other interest not expressly permitted by the Loan Documents, and in furtherance
thereof, it shall not take, or permit to be taken, any action not otherwise expressly permitted by the Loan Documents that could impair the Security Interest or the priority thereof or any Secured Party’s rights in or to such Collateral.

 (iii) During normal business hours and upon reasonable advance written notice, the Administrative Agent and
such Persons as the Administrative Agent may designate shall, as often as reasonably requested, have the right, at the cost and expense of such Grantor, to inspect all of its Records (and to make extracts and copies from such Records), to discuss
its affairs with its officers and independent accountants and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral owned or rights in
Collateral held by or on behalf of such Grantor, including, in the case of Receivables, Pledged Debt, General Intangibles, Commercial Tort Claims or Collateral in the possession of any third person, by contacting Account Debtors, contract parties or
other obligors thereon or any third person possessing such Collateral for the purpose of making such a verification. The Administrative Agent shall have the absolute right to share on a confidential basis any information it gains from such
inspection or verification with any Secured Party. 
 (iv) At its option, the Administrative Agent may discharge
past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral owned or held by or on behalf of such Grantor, and not permitted by the Loan Documents, and may pay for the
maintenance and preservation of such Collateral to the extent such Grantor fails to do so as required by the Loan Documents, and such Grantor agrees, jointly with the other Grantors and severally, to reimburse the Administrative


  
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 Virtus Investment Partners, Inc. Security Agreement 








 
Agent on demand for any payment made or any expense incurred by the Administrative Agent pursuant to the foregoing authorization; provided, however, that nothing in this paragraph shall be
interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Administrative Agent or any other Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments,
charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents. 
 (v) It shall remain liable for the failure to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the
Collateral owned or held by it or on its behalf, all in accordance with the terms and conditions thereof, and it agrees, jointly with the other Grantors and severally, to indemnify and hold harmless the Administrative Agent and the other Secured
Parties from and against any and all liability for such performance. 
 (vi) It shall not make, or permit to be
made, an assignment, pledge or hypothecation of the Collateral owned or held by it or on its behalf, or grant any other Lien in respect of such Collateral, except as expressly permitted by the Loan Documents. Except for Liens or transfers expressly
permitted by the Loan Documents, it shall not make or permit to be made any transfer of such Collateral, and it shall remain at all times in possession of such Collateral and the direct owner, beneficially and of record, of the Pledged Equity
Interests included in such Collateral, except that (A) Inventory may be sold in the ordinary course of business, (B) ) mutual fund shares included in the Pledged Equity Interests may be sold, exchanged or transferred by the Grantors in the
ordinary course of business and (C) unless and until the Administrative Agent shall notify it that an Event of Default shall have occurred and be continuing and that, during the continuance thereof, it shall not sell, convey, lease, assign,
transfer or otherwise dispose of any such Collateral (which notice may be given by telephone if promptly confirmed in writing), it may use and dispose of such Collateral in any lawful manner not inconsistent with the provisions of this Security
Agreement or any other Loan Document. 
 (vii) It shall, at its own cost and expense, maintain or cause to be
maintained insurance covering physical loss or damage to the Collateral owned or held by it or on its behalf against all risks and liability arising from the use or intended use, or otherwise attributable or relating to, such Collateral, in each
case in accordance with Section 6.10 of the Credit Agreement. It shall cause each such insurance policy (other than any policy related to workers’ compensation) to (A) name the Administrative Agent as an “additional
insured” and “loss payee” if such policy is a property policy, (B) provide that the Administrative Agent and each Lender shall be notified in writing of any proposed cancellation or material change in risk, of such policy,
initiated by such Grantor’s insurer at least 30 days (or at least 10 days with respect to a failure to pay any premium due) prior to any proposed cancellation or material change in risk, (C) contain a waiver of subrogation in favor of the
Administrative Agent, (D) provide that the insurance shall be primary and without right of contribution from any other insurance which may be available to the Administrative Agent and the other Secured Parties, (E) provide that the
Administrative Agent and other Secured Parties have no responsibility for premiums, warranties or representations to underwriters. On the Agreement Date (as provided in Section 5.1 of the Credit Agreement) and at least 30 days prior to
expiry of each such insurance 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 
policy, such Grantor shall deliver or cause to be delivered to the Administrative Agent an insurance broker’s opinion letter from such Grantor’s independent insurance agent confirming
that the insurance premiums with respect to the policies of insurance required to be maintained pursuant to this subsection have been paid, that such policies are in force and that such policies meet the requirements set forth in this subsection.
Such Grantor shall also furnish or cause be furnished a certificate of insurance (1) evidencing that all of the coverages listed in this subsection have been renewed and continue to be in full force and effect for such period as shall be then
stipulated, (2) specifying the insurers with whom such insurance is carried and (3) containing such other certifications and undertakings as are customarily provided to the Administrative Agent and the other Secured Parties, as reasonably
requested by the Administrative Agent. Such Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent (and
attorney-in-fact) for the purpose, during the continuance of an Event of Default, of making, settling and adjusting claims in respect of such Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument
or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that such Grantor at any time or times shall fail to obtain or maintain any of the policies of
insurance required hereby or to pay any premium in whole or part relating thereto, the Administrative Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion,
obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Administrative Agent deems advisable. All sums disbursed by the Administrative Agent in connection with this subsection,
including reasonable attorneys’ fees and expenses, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by such Grantor to the Administrative Agent and shall be additional Secured Obligations secured hereby.

 (viii) It will not change its state of organization, maintain its place of business (if it has only one) or
its chief executive office (if it has more than one place of business) at a location other than a location specified on Schedule 3.1(a)(i) or change its name, state organization number or taxpayer identification number unless the Borrower
shall have given the Administrative Agent not less than 30 days’ prior written notice of such event or occurrence and the Administrative Agent shall have either (x) determined that such event or occurrence will not adversely affect the
validity, perfection or priority of the Administrative Agent’s security interest in the Collateral, or (y) taken such steps (with the cooperation of the Borrower to the extent necessary or advisable) as are necessary or advisable to
properly maintain the validity, perfection and priority of the Administrative Agent’s security interest in the Collateral. 

Section 3.2 Equipment and Inventory 
 (a) Each of the Grantors, jointly with the other Grantors and severally, represents and warrants to the Administrative Agent and the other Secured Parties that, as of the Applicable Date, all of the
Equipment and Inventory included in the Collateral owned or held by it or on its behalf (other than mobile goods, Inventory and Equipment in transit and other Collateral in which possession is not maintained in the ordinary course of its business)
is kept only at the 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 
locations specified on Schedule 3.2, which Schedule sets forth with respect to each Grantor, Equipment and Inventory (i) maintained at the premises owned by any Grantor,
(ii) maintained at leased premises, (iii) in the possession of a warehouseman or other bailee and (iv) on consignment. 
 (b) Each Grantor covenants and agrees that it shall not permit any Equipment or Inventory with a value in excess of $25,000 owned or held by it or on its behalf (and shall not permit, with respect to all
Grantors, taken as a whole, Equipment and Inventory with a value in excess of $50,000 in the aggregate) to be in the possession or control of any warehouseman, bailee, agent or processor for a period of greater than thirty (30) consecutive
days, unless such warehouseman, bailee, agent or processor shall have been notified of the Security Interest and, at the request of the Administrative Agent, shall have agreed in writing to hold such Equipment or Inventory subject to the Security
Interest and the instructions of the Administrative Agent and to waive and release any Lien held by it with respect to such Equipment or Inventory, whether arising by operation of law or otherwise. 

Section 3.3 Receivables 
 (a) Representations and Warranties. Each of the Grantors, jointly with the other Grantors and severally, represents and warrants to the Administrative Agent and the other Secured Parties that no
Receivable included in the Collateral owned or held by it or on its behalf is evidenced by an Instrument or Chattel Paper that has not been delivered to the Administrative Agent. 

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees that: 

(i) It shall mark conspicuously, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel
Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an
appropriate reference to the fact that the Administrative Agent has a security interest therein. 
 (ii) It will
not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full
amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted
or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. 

(iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it
under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 
may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of
Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of
Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time
during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and
(B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the
Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be
commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same
form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly,
or allow any credit or discount whatsoever thereon. 
 (iv) It shall use its best efforts to keep in full force
and effect any Supporting Obligation or Collateral Support relating to any Receivable. 
 (v) During the
continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account. 

Section 3.4 Investment-Related Property 

(a) Representations and Warranties. Each of the Grantors, jointly with the other Grantors and severally, represents
and warrants to the Administrative Agent and the other Secured Parties that: 
 (i) Schedule 3.4 sets
forth, as of the Applicable Date, (i) all of the Investment-Related Property included in the Collateral owned or rights therein held by or on behalf of such Grantor and (ii) each Securities Account maintained by or on behalf of such
Grantor. 
 (ii) All Pledged Equity Interests (A) consisting of Equity Interests in Subsidiaries included in
the Collateral owned or held by it or on its behalf have been duly authorized and validly issued and are fully paid and non-assessable and (B) not described in clause (A) above have, to the knowledge of such Grantor, been duly authorized
and validly issued and are fully paid and non-assessable. Each Grantor is the direct owner, beneficially and 

  
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of record of all Pledged Equity Interests pledged by it, free and clear of all Liens (other than Liens expressly permitted by the Loan Documents). 

(iii) All Pledged Debt (A) issued by a Subsidiary included in the Collateral owned or held by it or on its behalf has
been duly authorized, issued and delivered and, where necessary, authenticated, and (B) not described in clause (A) above has, to the knowledge of such Grantor, been duly authorized, issued and delivered and, where necessary,
authenticated. To the knowledge of each Grantor, all Pledged Debt pledged by such Grantor constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally. 
 (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 and (y) held in a Securities Account that is a Blocked Account. 

(v) Except as set forth on Schedule 3.4(a)(v), no Person other than the Administrative Agent has
“control” (within the meaning of Article 8 of the UCC) over any Investment-Related Property of such Grantor. 
 (b) Registration in Nominee Name; Denominations. Each Grantor hereby agrees that (i) without limiting Section 6.4, the Administrative Agent, on behalf of the Secured Parties, shall
have the right (in its sole and absolute discretion) to hold, where applicable, Investment-Related Property included in the Collateral owned or held by it or on its behalf in the Administrative Agent’s own name as pledgee, the name of its
nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned, where applicable, in blank or in favor of the Administrative Agent, (ii) at the Administrative Agent’s request, such Grantor will promptly
give to the Administrative Agent copies of any material notices or other written communications received by it with respect to any Investment-Related Property included in the Collateral owned or held by it or on its behalf registered in its name and
(iii) the Administrative Agent shall at all times have the right to exchange any certificates, instruments or other documents representing or evidencing any Investment-Related Property included in the Collateral owned or held by or on behalf of
such Grantor for certificates, instruments or other documents of smaller or larger denominations for any purpose consistent with this Security Agreement. 
 (c) Voting and Distributions. 
 (i) Unless and until an
Event of Default shall have occurred and be continuing: 
 (A) Each Grantor shall be entitled to exercise any
and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related Property included in the Collateral owned or held by it or on its behalf, or any part 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 
thereof, for any purpose consistent with the terms of this Security Agreement and the other Loan Documents; provided, however, that such Grantor will not be entitled to exercise any
such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment-Related Property or the rights and remedies of any of the Secured Parties under this Security Agreement or any other Loan
Document or the ability of any of the Secured Parties to exercise the same. 
 (B) The Administrative Agent
shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling it to exercise the voting
and/or consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(C). 

(C) Each Grantor shall be entitled to receive, retain and use any and all cash dividends, interest and principal paid on
the Investment-Related Property included in the Collateral owned or held by it or on its behalf to the extent and only to the extent that such cash dividends, interest and principal are not prohibited by, and not otherwise paid in a manner that
violates the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws. All non-cash dividends, interest and principal, and all dividends, interest and principal paid or payable in cash or otherwise in connection
with a partial or total liquidation or dissolution, return of capital, capital surplus or paid in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Investment-Related
Property included in the Collateral owned or held by it or on its behalf, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in any issuer or
received in exchange for any Investment-Related Property, or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be
and become part of the Collateral, and, if received by such Grantor, shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent
hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement). 
 (ii) Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default: 

(A) All rights of each Grantor to dividends, interest or principal that it is authorized to receive pursuant to
subsection (c)(i)(C) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal, as applicable.
All dividends, interest and principal received by or on behalf of any Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such
Grantor and shall be forthwith delivered to the Administrative Agent upon demand in the 

  
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same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this subsection
(c)(ii)(A) shall be retained by the Administrative Agent in an account to be established in the name of the Administrative Agent, for the ratable benefit of the Secured Parties, upon receipt of such money or other property and shall be applied in
accordance with the provisions of Section 5.2. Subject to the provisions of this subsection (c)(ii)(A), such account shall at all times be under the sole dominion and control of the Administrative Agent, and the Administrative Agent
shall at all times have the sole right to make withdrawals therefrom and to exercise all rights with respect to the funds and other property from time to time therein or credited thereto as set forth in the Loan Documents. After all Events of
Default have been cured or waived, the Administrative Agent shall, within five Business Days after all such Events of Default have been cured or waived, repay to the applicable Grantor all cash dividends, interest and principal (without interest)
that such Grantor would otherwise be permitted to retain pursuant to the terms of subsection (c)(i)(C) and which remain in such account. 
 (B) All rights of each Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A), and the obligations of the Administrative Agent under
subsection (c)(i)(B), shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that,
unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit such Grantor to exercise such rights. After all Events of
Default have been cured or waived, the applicable Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of subsection (c)(i)(A). 

(d) Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: 

(i) Each Grantor hereby agrees that all certificates or instruments representing or evidencing Investment-Related Property
acquired by such Grantor after the Applicable Date shall be delivered to the Administrative Agent at the time required by the Credit Agreement. All certificated Investment-Related Property shall be in suitable form for transfer by delivery or shall
be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent. 
 (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 a Blocked Account.

 (iii) Each Grantor hereby agrees that if any Investment-Related Property (other than Investment-Related
Property held in a Securities Account) is at any time not evidenced by certificates of ownership, then it shall (A) cause the issuer thereof to execute and deliver to the Administrative Agent an Issuer’s Acknowledgment of the pledge,
(B) if necessary 

  
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to perfect a security interest in such Investment-Related Property, cause such pledge to be recorded on the equityholder register or the books of the issuer, execute any customary pledge forms or
other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right to transfer such Investment-Related Property under the terms hereof and (C) after the occurrence and during the continuance of any Event
of Default, upon request by the Administrative Agent, (1) cause the Organizational Documents of each such issuer that is a Subsidiary of the Borrower to be amended to provide that such Investment-Related Property shall be treated as
“securities” for purposes of the UCC and (2) cause such Investment-Related Property to become certificated and delivered to the Administrative Agent in accordance with the provisions of clause (i) above. 

(iv) In the event (A) any Grantor or any Approved Securities Intermediary shall, after the date hereof, terminate an
agreement with respect to the maintenance of a Blocked Account for any reason, (B) the Administrative Agent shall demand the termination of an agreement with respect to the maintenance of a Blocked Account as a result of the failure of an
Approved Securities Intermediary to comply with the terms of the applicable Securities Account Control Agreement, or (C) the Administrative Agent determines in its sole discretion that the financial condition of an Approved Securities
Intermediary has materially deteriorated, such Grantor agrees to promptly transfer the assets held in such Blocked Account to another Blocked Account acceptable to the Administrative Agent. 

Section 3.5 Letter-of-Credit Rights. Each of the Grantors, jointly with the other Grantors and severally, represents and
warrants to the Administrative Agent and the other Secured Parties that Schedule 3.5 sets forth, as of the Applicable Date, each letter of credit giving rise to a Letter of Credit Right included in the Collateral owned or held by or on behalf
of such Grantor. 
 Section 3.6 Intellectual Property Collateral 

(a) Representations and Warranties. Each of the Grantors, jointly with the other Grantors and severally, represents
and warrants to the Administrative Agent and the other Secured Parties that Schedule 3.6 sets forth, as of the Applicable Date, a list of all of the (i) Trademarks, Patents and Copyrights, in each case included in the Collateral owned by
or on behalf of such Grantor and with respect to which a registration, recording or pending application has been made in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, or any similar offices in
the United States of America or any other country, and (ii) Trademark Licenses, Patent Licenses, Copyright Licenses and Trade Secret Licenses, in each case included in the Collateral owned or held by or on behalf of such Grantor. 

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: 

(i) It will not, nor will it permit any of its licensees (or sublicensees) to, knowingly do any act, or omit to do any
act, whereby any material Patent included in the Collateral and that is related to the conduct of its business may become invalidated or dedicated to the public, and it shall continue to mark any products covered by a Patent with the relevant


  
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patent number as necessary to establish and preserve its maximum rights under applicable patent laws. 
 (ii) It will (either directly or through its licensees or its sublicensees), for each material Trademark included in the Collateral that is related to the conduct of its business, (A) maintain such
Trademark in full force free from any claim of abandonment or invalidity for non-use, (B) maintain the quality of products and services offered under any such Trademark, (C) display such Trademark with notice of Federal or other analogous
registration to the extent necessary to establish and preserve its rights under applicable law, and (D) not knowingly use or knowingly permit any of its licensees or sublicensees to use such Trademark in violation of any third party’s
valid and legal rights. 
 (iii) It will (either directly or through its licensees or its sublicensees), for each
work covered by a Copyright included in the Collateral that is related to the conduct of its business, continue to publish, reproduce, display, adopt and distribute the material work with appropriate copyright notice as necessary to establish and
preserve its maximum rights under applicable copyright laws. 
 (iv) It will promptly notify the Administrative
Agent in writing if it knows that any Intellectual Property included in the Collateral material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any adverse determination or development (including the
institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or the United States Copyright Office, or any similar offices or tribunals in the United States of America or any other
country) regarding such Grantor’s ownership of any such Intellectual Property, its right to register the same, or to keep and maintain the same. 
 (v) In no event shall it, either directly or through any agent, employee, licensee or designee, file an application for any Intellectual Property with the United States Patent and Trademark Office, the
United States Copyright Office or any similar offices in the United States of America or any other country, unless it promptly notifies the Administrative Agent in writing thereof and, upon request of the Administrative Agent, executes and delivers
any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest in such Intellectual Property, and such Grantor hereby appoints the
Administrative Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. 

(vi) It will take all necessary steps that are consistent with the practice in any proceeding before the United States
Patent and Trademark Office, the United States Copyright Office or any similar offices or tribunals in the United States of America or any other country, to maintain and pursue each material application relating to the Intellectual Property included
in the Collateral owned or held by it or on its behalf (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registered Trademark and Copyright included in the Collateral that is material to the conduct of
its business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of 

  
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maintenance fees, and, if consistent, in good faith, with reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. In the event that
it has reason to believe that any Intellectual Property included in the Collateral material to the conduct of its business has been or is about to be infringed, misappropriated or diluted by a third party, it promptly shall notify the Administrative
Agent in writing and shall, if consistent, in good faith, with reasonable business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take
such other actions consistent with reasonable business practices under the circumstances to protect such Intellectual Property. 
 (vii) During the continuance of an Event of Default, it shall use its best efforts to obtain all requisite consents or approvals by the licensor of each License included in the Collateral owned or held by
it or on its behalf to effect the assignment (as collateral security) of all of its right, title and interest thereunder to the Administrative Agent or its designee. 

(viii) It shall take reasonable steps necessary to protect the secrecy of all Trade Secrets used in the conduct of its
business, including restricting access to such Trade Secrets. 
 (ix) It shall continue to collect all amounts
due or to become due to such Grantor under all material Intellectual Property included in the Collateral owned or held by it or on its behalf, and diligently exercise each material right it may have thereunder, in each case at its own cost and
expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the
foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any relevant obligors with respect to such amounts of the
Administrative Agent’s security interest therein. 
 Section 3.7 Commercial Tort Claims 

(a) Representations and Warranties. Each of the Grantors, jointly with the other Grantors and severally, represents
and warrants to the Administrative Agent and the other Secured Parties that Schedule 3.7 sets forth, as of the Applicable Date, all Material Commercial Tort Claims. 

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees that it shall provide the Administrative
Agent with prompt written notice of each Material Commercial Tort Claim, and any judgment, settlement or other disposition thereof and will take such action as the Administrative Agent may request to grant and perfect a security interest therein in
favor of the Administrative Agent and the other Secured Parties. 

  
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 Section 3.8 Deposit Accounts; Blocked Accounts 

(a) Representations and Warranties. The only Deposit Accounts maintained by any Grantor on the Applicable Date are
those listed on Schedule 3.8 which sets forth such information separately for each Grantor. 
 (b)
Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: 
 (i) Each Grantor shall
cause all cash and all Proceeds received by such Grantor to be deposited in, or swept into, a Blocked Account or, at the direction of the Administrative Agent, the Concentration Account on a daily basis, except that cash to make Permitted
Investments may be deposited in a Blocked Account; provided that after giving effect to such deposit and/or cash sweep, (1) the amount of such cash and Proceeds on deposit in any account other than the Concentration Account or a Blocked
Account shall not exceed $25,000 (exclusive of the amounts in accounts for unpaid payroll, payroll taxes and withholding taxes), and (2) the aggregate amount of such cash and Proceeds on deposit in all accounts other than the Concentration
Account or a Blocked Account shall not exceed $100,000 (exclusive of the amounts in accounts for unpaid payroll, payroll taxes and withholding taxes), and (B) not establish or maintain, or permit any other Grantor to establish or maintain, any
account with any financial or other institution in which Proceeds are deposited other than the Concentration Account or a Blocked Account; provided that amounts in all such accounts are deposited in, or swept into, the Concentration Account
or a Blocked Account as set forth in clause (A); provided, further, that the amount in the accounts so indicated on Schedule 3.8 which are for unpaid payroll, payroll taxes and withholding taxes are not required to be swept on a
daily basis. So long as no Event of Default has occurred and is continuing, a Grantor may transfer funds from the Blocked Account to any existing disbursement or Deposit Accounts of such Grantor. 

(ii) In the event (A) any Grantor or any Blocked Account Bank shall, after the date hereof, terminate an agreement
with respect to the maintenance of a Blocked Account for any reason, (B) the Administrative Agent shall demand the termination of an agreement with respect to the maintenance of a Blocked Account as a result of the failure of a Blocked Account
Bank to comply with the terms of the applicable Deposit Account Control Agreement, or (C) the Administrative Agent determines in its sole discretion that the financial condition of a Blocked Account Bank has materially deteriorated, such
Grantor agrees to notify all of its obligors that were making payments to such terminated Blocked Account to make all future payments to another Blocked Account. 
 ARTICLE 4. 
 FURTHER ASSURANCES; FILING AUTHORIZATION 

Section 4.1 Further Assurances. Each Grantor hereby covenants and agrees, at its own cost and expense, to execute,
acknowledge, deliver and/or cause to be duly filed all such further agreements, instruments and other documents (including favorable legal opinions in connection with any Transaction if reasonably required by the Administrative Agent), and take all
such 

  
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further actions, that the Administrative Agent may from time to time reasonably request to preserve, protect and perfect the Security Interest granted by it and the rights and remedies created
hereby, including the payment of any fees and taxes required in connection with its execution and delivery of this Security Agreement, the granting by it of the Security Interest and the filing of any financing statements or other documents in
connection herewith or therewith. 
 Section 4.2 Filings 

(a) Each Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any
relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating
to the Collateral, including (i) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor, and (ii) any financing or continuation statements or other documents
without the signature of such Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all assets now owned or hereafter acquired by the Grantor or in which Grantor otherwise has rights”
or any similar phrase. Each Grantor agrees to provide all information described in the immediately preceding sentence to the Administrative Agent promptly upon the reasonable request by the Administrative Agent. 

(b) Each Grantor hereby further authorizes the Administrative Agent to file filings with the United States Patent and
Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Security Agreement or other documents for the purpose of perfecting, confirming, continuing, enforcing or
protecting the security interest granted by such Grantor hereunder, without the signature of such Grantor, and naming such Grantor, as debtor, and the Administrative Agent, as secured party. 

ARTICLE 5. 

REMEDIES UPON DEFAULT 
 Section 5.1 Remedies Generally 
 (a) General
Rights. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral owned or held by it or on its behalf to the Administrative Agent on demand, and it is agreed that the
Administrative Agent shall have the right to take any of or all the following actions at the same or different times: (i) with respect to any Collateral consisting of Intellectual Property or Commercial Tort Claims, on demand, to cause the
Security Interest to become an assignment, transfer and conveyance of any such Collateral by the applicable Grantors to the Administrative Agent, or, in the case of Intellectual Property, to license or sublicense, whether general, special or
otherwise, and whether on an exclusive or non-exclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Administrative Agent shall determine, unless any of the Grantor’s obligations set
forth in this clause (a) would violate any then-existing licensing 

  
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arrangements to the extent that waivers cannot be obtained, (ii) with or without legal process and with or without prior notice or demand for performance, to take possession of the
Collateral owned or held by it or on its behalf and without liability for trespass to enter any premises where such Collateral may be located for the purpose of taking possession of or removing such Collateral and, generally, to exercise any and all
rights afforded to a secured party under the UCC or other applicable law, and (iii) appoint a receiver for all or any portion of the Collateral. Without limiting the generality of the foregoing, each Grantor agrees that the Administrative Agent
shall have the right, upon the occurrence and during the continuance of an Event of Default, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of any of the Collateral owned or held by or on behalf of such
Grantor, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Administrative Agent shall deem appropriate. The Administrative Agent shall be irrevocably authorized
at any such sale of such Collateral constituting securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing such Collateral for their own account
for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale, the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so
sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of the applicable Grantor, and such Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay,
valuation and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. 
 (b) Sale of Collateral. The Administrative Agent shall give each Grantor ten days’ written notice (which such Grantor agrees is reasonable notice within the meaning of Section 9-611 of
the UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any successor provisions)) of the Administrative Agent’s intention to make any sale of any of the Collateral owned or held by or on behalf of such
Grantor. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and
the day on which such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix and
state in the notice (if any) of such sale. At any such sale, the Collateral to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative
Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.
In case any sale of any of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent
shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold 

  
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again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section, any Secured Party may bid for or purchase, free (to the extent
permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of such Grantor (all said rights being also hereby waived and released to the extent permitted by law), any of the Collateral offered for sale and
may make payment on account thereof by using any claim then due and payable to such Secured Party from such Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose
of such property without further accountability to such Grantor therefor. For purposes hereof, (i) a written agreement to purchase any of the Collateral shall be treated as a sale thereof, (ii) the Administrative Agent shall be free to
carry out such sale pursuant to such agreement, and (iii) no Grantor shall be entitled to the return of any of the Collateral subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an
agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in
equity to foreclose upon any of the Collateral and to sell any of the Collateral pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the
provisions of this Article shall be deemed to conform to the commercially reasonable standards as provided in Part 6 of Article 9 of the UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any successor
provisions). Without limiting the generality of the foregoing, each Grantor agrees as follows: (A) if the proceeds of any sale of the Collateral owned or held by it or on its behalf pursuant to this Article are insufficient to pay all the
Secured Obligations, it shall be liable for the resulting deficiency and the fees, charges and disbursements of any counsel employed by the Administrative Agent or any other Secured Party to collect such deficiency, (B) it hereby waives any
claims against the Administrative Agent arising by reason of the fact that the price at which any such Collateral may have been sold at any private sale pursuant to this Article was less than the price that might have been obtained at a public sale,
even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree, (C) there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such
failure would not be adequately compensable in damages, and therefore agrees that its agreements in this Section may be specifically enforced, (D) the Administrative Agent may sell any such Collateral without giving any warranties as to such
Collateral, and the Administrative Agent may specifically disclaim any warranties of title or the like, and (E) the Administrative Agent shall have no obligation to marshal any such Collateral. 

(c) Authorizations. Notwithstanding anything to the contrary contained in any Loan Document or in any other
agreement, instrument or document executed by any Grantor and delivered to the Administrative Agent, the Administrative Agent will not take any action pursuant to any Loan Document or any other document referred to above which would constitute or
result in any assignment of any Authorization issued by any applicable Governmental Authority, or constitute or result in any change of control (whether de jure or de facto) of such Grantor or any of its subsidiaries if such assignment of any such
Authorization or change of control would require, under then existing law, the prior approval from such applicable Governmental Authority, without first obtaining such prior approval of such other Governmental


  
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 Virtus Investment Partners, Inc. Security Agreement 








 
Authority. Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, such Grantor agrees to take any action which the Administrative Agent may
reasonably request in order to obtain from any Governmental Authority such approval as may be necessary to enable the Administrative Agent to exercise and enjoy the full rights and benefits granted to the Administrative Agent by this Security
Agreement and the other documents referred to above, including specifically, at the cost and expense of such Grantor, the use of best efforts to assist in obtaining approval or such Governmental Authority for any action or transaction contemplated
by this Security Agreement for which such approval is or shall be required by law, and specifically, without limitation, upon request, to prepare, sign and file with such Governmental Authority the assignor’s or transferor’s portion of any
application or applications for consent to the assignment of Authorization or transfer of control necessary or appropriate under such Governmental Authority’s rules and regulations for approval of (i) any sale or other disposition of the
Pledged Equity Interests or other Collateral by or on behalf of the Administrative Agent, or (ii) any assumption by the Administrative Agent of voting rights in the Pledged Equity Interests effected in accordance with the terms of this Security
Agreement. It is understood and agreed that all foreclosure and related actions will be made in accordance with the statutes, regulations and published policies and decisions enforced by such Governmental Authorities pertaining to such foreclosure
and related actions. 
 Section 5.2 Application of Proceeds of Collateral 

(a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit
Agreement, all proceeds received by the Administrative Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral as well as any Collateral consisting of cash shall be applied in full or in part by
the Administrative Agent against, the Secured Obligations in the following order of priority: 
 FIRST, to the
payment of all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security
Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to
indemnification under the Credit Agreement (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any
other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; 
 SECOND, to the extent of any excess of such proceeds, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the
amounts of the Secured Obligations owed to them on the date of any such distribution) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit
Agreement; and 

  
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 THIRD, to the extent of any excess of such proceeds to the applicable
Grantor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. 
 The Administrative Agent
shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of
sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and
such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof. 

Section 5.3 Investment-Related Property. In view of the position of each Grantor in relation to the Investment-Related
Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such
similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Investment-Related Property permitted hereunder. Each Grantor understands that compliance with the
Federal Securities Laws might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any part of the Investment-Related Property, and might also limit the extent to
which or the manner in which any subsequent transferee of any Investment-Related Property could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all
or part of the Investment-Related Property under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent
may, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-Related Property for their own account, for investment, and not with a view to the
distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute discretion, (i) may proceed to make such a sale whether or not a
registration statement for the purpose of registering such Investment-Related Property, or any part thereof, shall have been filed under the Federal Securities Laws and (ii) may approach and negotiate with a single potential purchaser to effect
such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative
Agent shall incur no responsibility or liability for selling all or any part of the Investment-Related Property at a price that the Administrative Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section will apply
notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Agent sells any such Investment-Related Property. 

  
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 Section 5.4 Grant of License to Use Intellectual Property. For the purpose of
enabling the Administrative Agent to exercise rights and remedies under this Article, at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants, to the extent it has the
right to grant, to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any of the Collateral consisting of Intellectual Property
now owned or held or hereafter acquired or held by or on behalf of such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to
all computer software and programs used for the compilation or printout thereof. The use of such license by the Administrative Agent shall be exercised, at the option of the Administrative Agent, upon the occurrence and during the continuation of an
Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon such Grantor notwithstanding any subsequent cure of an Event of Default. Any
royalties and other payments received by the Administrative Agent shall be applied in accordance with Section 5.2. 

ARTICLE 6. 

CONCERNING THE ADMINISTRATIVE AGENT 
 Section 6.1 In General. The Administrative Agent has been appointed as collateral agent pursuant to the Credit Agreement. The actions of the Administrative Agent hereunder are subject to the
provisions of the Credit Agreement. The Administrative Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or
substitution of the Collateral), in accordance with this Security Agreement and the Credit Agreement. The Administrative Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of
any such agents or attorneys-in-fact selected by it in good faith except for gross negligence or willful misconduct. The Administrative Agent may resign and a successor Administrative Agent may be appointed in the manner provided in the Credit
Agreement. Upon the acceptance of any appointment as the Administrative Agent by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of
the retiring Administrative Agent under this Security Agreement, and the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Security Agreement. After any retiring Administrative Agent’s
resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was the Administrative Agent. 

Section 6.2 Standard of Care. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Administrative Agent, in its individual capacity, accords its own property consisting of similar instruments or
interests, it being understood that neither the Administrative Agent nor any of the Secured 

  
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Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged
Collateral, whether or not the Administrative Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Collateral.

 Section 6.3 Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Administrative
Agent and any officer or agent thereof, as its true and lawful agent and attorney-in-fact for the purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument that the Administrative Agent may
deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest, and without limiting the generality of the foregoing, the Administrative Agent shall have the right, with power of
substitution for such Grantor and in such Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the other Secured Parties, upon the occurrence and during the continuance of an Event of Default and at such other
time or times permitted by the Loan Documents, (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral owned or held by it or on its
behalf or any part thereof; (ii) to demand, collect, receive payment of, give receipt for, and give discharges and releases of, any of such Collateral; (iii) to sign the name of such Grantor on any invoice or bill of lading relating to any
of such Collateral; (iv) to send verifications of Receivables included in the Collateral owned or held by it or on its behalf to any Account Debtor; (v) to commence and prosecute any and all suits, actions or proceedings at law or in
equity in any court of competent jurisdiction to collect or otherwise realize on any of the Collateral owned or held by it or on its behalf or to enforce any rights in respect of any of such Collateral; (vi) to settle, compromise, compound,
adjust or defend any actions, suits or proceedings relating to any of such Collateral; (vii) to notify, or to require such Grantor to notify, Account Debtors and other obligors to make payment directly to the Administrative Agent,
(viii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any of such Collateral, and (ix) to do all other acts and things necessary to carry out the purposes of this Security Agreement, as
fully and completely as though the Administrative Agent were the absolute owner of such Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative
Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice, or to take any
action with respect to any of the Collateral or the monies due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Administrative Agent or any other Secured Party with respect to any
of the Collateral shall give rise to any defense, counterclaim or offset in favor of such Grantor or to any claim or action against the Administrative Agent or any other Secured Party. In furtherance of the powers granted in this
Section 6.3, each Grantor shall execute and deliver to the Administrative Agent a Special Power of Attorney in the form of Exhibit C hereto. The provisions of this Article shall in no event relieve any Grantor of any of its
obligations hereunder or under the other Loan Documents with respect to any of the Collateral or impose any obligation on the Administrative Agent or any other Secured Party to proceed in any particular manner with respect to any of the Collateral,
or 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 
in any way limit the exercise by the Administrative Agent or any other Secured Party of any other or further right that it may have on the date of this Security Agreement or hereafter, whether
hereunder, under any other Loan Document, by law or otherwise. Any sale pursuant to the provisions of this paragraph shall be deemed to conform to the commercially reasonable standards as provided in Section 9-611 of the UCC as in effect in the
State of New York or its equivalent in other jurisdictions (or any successor provisions). 
 Section 6.4 Reimbursement
of Administrative Agent. Each Grantor agrees, jointly with the other Grantors and severally, to pay to the Administrative Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees, other charges and
disbursements of counsel and of any experts or agents, that the Administrative Agent may incur in connection with (i) the administration of this Security Agreement relating to such Grantor or any of its property, (ii) the custody or
preservation of, or the sale of, collection from, or other realization upon, any of the Collateral owned or held by or on behalf of such Grantor, (iii) the exercise, enforcement or protection of any of the rights of the Administrative Agent
hereunder relating to such Grantor or any of its property, or (iv) the failure by such Grantor to perform or observe any of the provisions hereof. Without limitation of its indemnification obligations under the other Loan Documents, each of the
Grantors agrees, jointly with the other Grantors and severally, to indemnify the Administrative Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
out-of-pocket expenses, including reasonable counsel fees, other charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (a) the execution or delivery by such
Grantor of this Security Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the performance by such Grantor of its obligations under the Loan Documents and the other transactions contemplated
thereby or (b) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Any amounts
payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section shall remain operative and in full force and effect regardless of the termination of this
Security Agreement or any other Loan Document, the consummation of the transactions contemplated hereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Security
Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent or any other Secured Party. All amounts due under this Section shall be payable within ten days of written demand therefor and shall bear
interest at the rate specified in Section 3.1 of the Credit Agreement. 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 ARTICLE 7. 
 WAIVERS; AMENDMENTS 
 No failure or delay of the Administrative Agent in
exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights
or remedies that they would otherwise have. No waiver of any provision of this Security Agreement or any other Loan Document or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by
this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Grantor in any case shall entitle such Grantor to any other or further notice or demand in
similar or other circumstances. Neither this Security Agreement nor any provision hereof may be waived, amended, supplemented or otherwise modified, or any departure therefrom consented to, except pursuant to an agreement or agreements in writing
entered into by, between or among the Administrative Agent and the Grantor or Grantors with respect to which such waiver, amendment, other modification or consent is to apply, subject to any consent required in accordance with
Section 10.2 of the Credit Agreement. 
 ARTICLE 8. 

SECURITY INTEREST ABSOLUTE 
 All rights of the Administrative Agent hereunder, the Security Interest and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (i) any lack of validity or
enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations, or any other agreement or instrument relating to any of the foregoing, (ii) any change in the time, manner or place
of payment of, or in any other term of, all or any of the Secured Obligations, or any other waiver, amendment, supplement or other modification of, or any consent to any departure from, the Credit Agreement, any other Loan Document or any other
agreement or instrument relating to any of the foregoing, (iii) except as otherwise expressly permitted under the Loan Documents or effected pursuant thereto, any exchange, release or non-perfection of any Lien on any other collateral, or any
release or waiver, amendment, supplement or other modification of, or consent under, or departure from, any guaranty, securing or guaranteeing all or any of the Secured Obligations, or (iv) any other circumstance that might otherwise constitute
a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or in respect of this Security Agreement or any other Loan Document. 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 ARTICLE 9. 
 TERMINATION; RELEASE 
 This Security Agreement and the Security Interest shall
terminate when all Commitments have expired or otherwise terminated and all Credit Obligations have been finally and indefeasibly paid in full in cash and all Letters of Credit have expired and all LC Disbursements have been reimbursed in full in
cash. Upon termination of this Security Agreement, the Collateral shall be released from the Lien of this Security Agreement. Upon the effectiveness of any written consent to the release of the Security Interest in any Collateral pursuant to
Section 10.2 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. Upon any sale, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the
Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of
any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such
property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving
effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security
Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the
Administrative Agent shall execute and deliver to the applicable Grantor, at such Grantor’s own cost and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such
termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Agent or any other Secured Party. 

ARTICLE 10. 

ADDITIONAL GRANTORS 
 Upon execution and delivery after the date hereof by the Administrative Agent and a Subsidiary of a Supplement, such Subsidiary or subsidiary, as applicable, shall become a Grantor hereunder with the same
force and effect as if originally named as a Grantor herein (each an “Additional Grantor”). The execution and delivery of any Supplement shall not require the consent of any other Grantor hereunder. The rights and obligations of
each Grantor hereunder and each other Loan Party and other party (other than a Credit Party) under the Loan Documents shall remain in full force and effect notwithstanding the addition of any Additional Grantor as a party to this Security Agreement.


  
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 Virtus Investment Partners, Inc. Security Agreement 








 ARTICLE 11. 
 NOTICES 
 All communications and notices hereunder shall be in writing and given
as provided in Section 10.1 of the Credit Agreement. All communications and notices hereunder to the Administrative Agent or the Borrower shall be given to it at its address for notices set forth in such Section, and all communications
and notices hereunder to any Grantor shall be given to it at the address set forth for such Guarantor on Schedule I, with a copy to the Borrower. 
 ARTICLE 12. 
 BINDING EFFECT; SEVERAL AGREEMENT; ASSIGNMENTS 

Whenever in this Security Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors
and assigns of such party, and all covenants, promises and agreements by or on behalf of any Grantor that are contained in this Security Agreement shall bind and inure to the benefit of each party hereto and its successors and assigns. This Security
Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative
Agent, and thereafter shall be binding upon such Grantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Grantor, the Administrative Agent and the other Secured Parties, and their
respective successors and assigns, except that no Grantor shall have the right to assign its rights or obligations hereunder or any interest herein or in any of the Collateral (and any such attempted assignment shall be void), except as expressly
contemplated by this Security Agreement or the other Loan Documents. This Security Agreement shall be construed as a separate agreement with respect to each of the Grantors and may be amended, supplemented, waived or otherwise modified or released
with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder. 
 ARTICLE 13. 
 SURVIVAL OF AGREEMENT; SEVERABILITY 

All covenants, agreements, representations and warranties made by the Grantors herein and in the certificates or other instruments
prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Administrative Agent and the other Secured Parties and shall survive the execution and
delivery of any Loan Document and the making of any Revolving Loan or issuance of any Letter of Credit, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect until this Security
Agreement shall terminate. In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein or therein shall not in 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 
any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of such
invalid, illegal or unenforceable provisions. 
 ARTICLE 14. 

MISCELLANEOUS 

Section 14.1 GOVERNING LAW. THIS SECURITY AGREEMENT 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. 
 Section 14.2 Counterparts; Integration. This Security Agreement may be executed in 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 (subject to Article 12), and shall become effective as provided in Article 12. This Security Agreement constitutes the entire contract among the parties
relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of this Security Agreement by facsimile transmission
shall be as effective as delivery of a manually executed counterpart of this Security Agreement. 
 Section 14.3
Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Security Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Security
Agreement. 
 Section 14.4 Jurisdiction; Venue; Consent to Service of Process. Each Grantor hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Security Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent
permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement shall affect any right that the
Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Security Agreement or the other Loan Documents against any Grantor or any of its property in the courts of any jurisdiction. Each
Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 
of venue of any suit, action or proceeding arising out of or relating to this Security Agreement or the other Loan Documents in any foregoing court referred to in this Article. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto irrevocably consents to
service of process in the manner provided for notices in Article 11. Nothing in this Security Agreement will affect the right of any party hereto to serve process in any other manner permitted by law. 

Section 14.5 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SECURITY AGREEMENT. EACH PARTY HERETO HEREBY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS SECURITY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS ARTICLE. 

[Remainder of Page Intentionally Left Blank] 

  
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 Virtus Investment Partners, Inc. Security Agreement 








 IN WITNESS WHEREOF, the parties hereto have duly executed this Security Agreement as of the
day and year first above written. 
  

			
	VIRTUS INVESTMENT PARTNERS, INC.
		
	By:	 	/s/ Michael A. Angerthal
	Name:	 	Michael A. Angerthal
	Title:	 	Executive Vice President & Chief Financial Officer
	
	DUFF & PHELPS INVESTMENT MANAGEMENT CO.
		
	By:	 	/s/ Michael A. Angerthal
	Name:	 	Michael A. Angerthal
	Title:	 	Executive Vice President & Treasurer
	
	ENGEMANN ASSET MANAGEMENT
		
	By:	 	/s/ Michael A. Angerthal
	Name:	 	Michael A. Angerthal
	Title:	 	Executive Vice President & Chief Financial Officer
	
	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



  
 Virtus
Investment Partners, Inc. Security Agreement 








 
			
	PASADENA CAPITAL CORPORATION
		
	By:	 	/s/ Michael A. Angerthal
	Name:	 	Michael A. Angerthal
	Title:	 	Executive Vice President & Chief Financial Officer
	
	RUTHERFORD FINANCIAL CORPORATION
		
	By:	 	/s/ David Hanley
	Name:	 	David Hanley
	Title:	 	Vice President & Treasurer
	
	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



  
 Virtus
Investment Partners, Inc. Security Agreement 








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



  
 Virtus
Investment Partners, Inc. Security 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. Security Agreement 








 SCHEDULE I 
 TO SECURITY AGREEMENT 
 Dated as of September 1, 2009 

LIST OF SUBSIDIARY GUARANTORS AND ADDRESS FOR NOTICES 

 

			
	 Subsidiary Guarantor
	  	 Address

	 Duff & Phelps Investment Management Co.
	  	 200 S. Wacker Drive, Suite 500
 Chicago, IL 60606
 Attention: Chief Compliance Officer

 
 with a copy to:

 
 Virtus Investment Partners, Inc.

100 Pearl Street

Hartford, CT 06103

Attn.: Legal Counsel

		
	 Engemann Asset Management
	  	 c/o Virtus Investment Partners, Inc.

100 Pearl Street

Hartford, CT 06103

Attn.: Legal Counsel

		
	 Euclid Advisors LLC
	  	 900 Third Avenue
 New York, NY 10022
 Attention: Chief Compliance Officer

 
 with a copy to:

 
 Virtus Investment Partners, Inc.

100 Pearl Street

Hartford, CT 06103

Attn.: Legal Counsel

		
	 Kayne Anderson Rudnick Investment Management, LLC
	  	 1800 Avenue of the Stars
 2nd
Floor
 Los Angeles, CA 90067
 Attention: Chief Compliance Officer
  
 with a copy to:
  

Virtus Investment Partners, Inc.
 100 Pearl Street
 Hartford, CT 06103

Attn.: Legal Counsel

		
	 Pasadena Capital Corporation
	  	 c/o Virtus Investment Partners, Inc.

100 Pearl Street

Hartford, CT 06103

Attn.: Legal Counsel



  
 Virtus
Investment Partners, Inc. Security Agreement 









			
		
	 Rutherford Financial Corporation
	  	 c/o Virtus Investment Partners, Inc.

100 Pearl Street

Hartford, CT 06103

Attn.: Legal Counsel

		
	 SCM Advisors LLC
	  	 909 Montgomery Street
 5th
Floor
 San Francisco, CA 94133
 Attention: Chief Compliance Officer
  
 with a copy to:
  

Virtus Investment Partners, Inc.
 100 Pearl Street
 Hartford, CT 06103

Attn.: Legal Counsel

		
	 Virtus Investment Advisers, Inc.
	  	 100 Pearl Street
 Hartford, CT 06103
 Attn.: Legal Counsel

		
	 Virtus Partners, Inc.
	  	 100 Pearl Street
 Hartford, CT 06103
 Attn.: Legal Counsel

		
	 Zweig Advisers, LLC
	  	 900 Third Avenue
 New York, NY 10022
 Attention: Chief Compliance Officer

 
 with a copy to:

 
 Virtus Investment Partners, Inc.

100 Pearl Street

Hartford, CT 06103

Attn.: Legal Counsel



  
 Virtus
Investment Partners, Inc. Security Agreement 








 SCHEDULE 3.1(a)(i) 

TO SECURITY AGREEMENT 
 Dated as of September 1, 2009 
 LIST OF CHIEF EXECUTIVE OFFICES,
JURISDICTIONS OF ORGANIZATION, 
 FEDERAL EMPLOYER IDENTIFICATION NUMBERS AND COMPANY  

ORGANIZATION NUMBERS 
  

									
	 Name
	  	Jurisdiction
of Formation	  	Chief Executive Office	  	EIN	  	Co. Org.
No.
	 Virtus Investment Partners, Inc.
	  	Delaware	  	100 Pearl Street

Hartford, CT 06103
	  	26-3962811	  	4607257
					
	 Duff & Phelps Investment Management Co.
	  	Illinois	  	200 S. Wacker Drive, Suite

500
 Chicago, IL
60606
	  	36-3027981	  	51781538
					
	 Engemann Asset Management
	  	California	  	909 Montgomery Street, 5th

Floor
 San
Francisco, CA 94133
	  	95-2755531	  	C0643640
					
	 Euclid Advisors LLC
	  	New York	  	900 Third Ave.
 New York, NY
10022
	  	13-3937581	  	None
					
	 Kayne Anderson Rudnick Investment Management, LLC
	  	California	  	1800 Ave. of the Stars, 2nd
Floor Los
Angeles, CA 90067
	  	95-4575414	  	199523710008
					
	 Pasadena Capital Corporation
	  	California	  	909 Montgomery Street, 5th
 Floor

San Francisco, CA 94133
	  	95-4187880	  	C1625252
					
	 Rutherford Financial Corporation
	  	Pennsylvania	  	None; Mail
 c/o Virtus Investment

Partners
 100
Pearl Street
 Hartford, CT 06103
	  	23-2335627	  	856971
					
	 SCM Advisors LLC
	  	California	  	909 Montgomery Street, 5th
 Floor

San Francisco, CA 94133
	  	94-3239114	  	199536510001


  
 Virtus
Investment Partners, Inc. Security Agreement 









									
					
	 Virtus Investment Advisers, Inc.
	  	Massachusetts	  	100 Pearl Street

Hartford, CT 06103
	  	04-2453743	  	042453743
					
	 Virtus Partners, Inc.
	  	Delaware	  	100 Pearl Street
 Hartford, CT
06103
	  	95-4191764	  	2174528
					
	 Zweig Advisers, LLC
	  	Delaware	  	900 Third Ave.

New York, NY 10022
	  	13-4051439	  	3007878


  
 Virtus
Investment Partners, Inc. Security Agreement 








 SCHEDULE 3.1(a)(ii) 

TO SECURITY AGREEMENT 
 Dated as of September 1, 2009 
 LIST OF LEGAL AND OTHER NAMES

  

	A.	Exact Legal Names of Grantors. 

  

	 	1.	Virtus Investment Partners, Inc. 

  

	 	2.	Duff & Phelps Investment Management Co. 

  

	 	3.	Engemann Asset Management 

  

	 	4.	Euclid Advisors LLC 

  

	 	5.	Kayne Anderson Rudnick Investment Management, LLC 

  

	 	6.	Pasadena Capital Corporation 

  

	 	7.	Rutherford Financial Corporation 

  

	 	8.	SCM Advisors LLC 

  

	 	9.	Virtus Investment Advisers, Inc. 

  

	 	10.	Virtus Partners, Inc. 

  

	 	11.	Zweig Advisers, LLC 

  

	B.	Other Names. 

  

			
	 Grantor
	  	 Trade Name or other Name

	 Virtus Partners, Inc.
	  	Virtus Investment Partners
	 Engemann Asset Management
	  	Engemann Asset Management Co. (MN)


  
 Virtus
Investment Partners, Inc. Security Agreement 









	C.	Prior Names of Grantors. 


1. Set forth below is the name of each Grantor that changed its legal name within the five (5) years immediately preceding the date
hereof, together with a list of each legal name used by such Grantor during such five (5) years and the period of use thereof during such five (5) years: 
  

					
	 Grantor
	  	 Former Name(s)
	  	 Period of Use

	Virtus Investment Partners, Inc.	  	Virtus Holdings, Inc.	  	October 1, 2008 – November 13, 2008
			
	SCM Advisors LLC	  	Seneca Capital Management LLC	  	July 17, 1997 – February 1, 2007
			
	Virtus Investment Advisers, Inc.	  	Phoenix Investment Counsel, Inc.	  	March 1, 1982 – September 30, 2008
			
	Virtus Partners, Inc.	  	Phoenix Investment Partners, Ltd.	  	May 7, 1998 – September 30, 2008
			
	Virtus Partners, Inc.	  	Virtus Investment Partners, Inc.	  	October 1, 2008 – November 13, 2008
			
	Zweig Advisers, LLC	  	Phoenix/Zweig Advisers LLC	  	May 1, 2000 – September 30, 2008


  
 Virtus
Investment Partners, Inc. Security Agreement 








 SCHEDULE 3.1(a)(iii) 

TO SECURITY AGREEMENT 
 Dated as of September 1, 2009 
 LIST OF SECURITY AGREEMENTS

 Guarantee and Collateral Agreement, dated as of December 31, 2008, made by Virtus Investment Partners, Inc. and
certain of its Subsidiaries in favor of Phoenix Life Insurance Company. This agreement will be terminated as a condition to closing and all security interests granted thereunder will be terminated. 

  
 Virtus
Investment Partners, Inc. Security Agreement 








 SCHEDULE 3.1(a)(v) 

TO SECURITY AGREEMENT 
 Dated as of September 1, 2009 
 LIST OF LIENS ON COLLATERAL; LIST
OF FINANCING STATEMENTS 
 All Collateral owned or rights in Collateral held by each Grantor or on its behalf is owned
or held by it or on its behalf free and clear of any Lien, except for Liens expressly permitted by the Loan Documents, and those as set forth below. All liens in favor of Phoenix Life Insurance Company (“Phoenix”) and all related
financing statements will be released and terminated as a condition to closing. 
  

													
	 Grantor
	  	 Jurisdiction
	  	 Current
Secured
Party of
Record
	  	 Filing Number
	  	 File Date
	  	 File Type
	  	 Collateral
Description

	 Virtus Investment Partners, Inc.
	  	DE-Secretary of State	  	Phoenix	  	90022894	  	01/05/2009	  	Original	  	All assets
							
	 Duff & Phelps Investment Management Co.
	  	IL-Secretary of State	  	Phoenix	  	014259937	  	05/01/2009	  	Original	  	All assets
							
	 Engemann Asset Management
	  	CA-Secretary of State	  	Phoenix	  	097195304896	  	05/01/2009	  	Original	  	All assets
							
	 Euclid Advisors LLC
	  	NY-Dept. of State	  	Phoenix	  	200905010248804	  	05/01/2009	  	Original	  	All assets
							
	 Kayne Anderson Rudnick Investment Management, LLC
	  	CA-Secretary of State	  	Phoenix	  	097195304775	  	05/01/2009	  	Original	  	All assets
							
	 Pasadena Capital Corporation
	  	CA-Secretary of State	  	Phoenix	  	097195305281	  	05/01/2009	  	Original	  	All assets
							
	 SCM Advisors LLC
	  	CA-Secretary of State	  	Phoenix	  	097195305160	  	05/01/2009	  	Original	  	All assets
							
	 Seneca Capital Management LLC
	  	CA-Secretary of State	  	Konica Minolta Business Solutions U.S.A., Inc.	  	057019859650	  	03/21/2005	  	Original	  	Equipment Lease covering identified equipment
							
		  	CA-Secretary of State	  	Toshiba Financial Services	  	067064659225	  	03/31/2006	  	Original	  	Equipment Lease covering identified equipment
							
	 Virtus Investment Advisers, Inc.
	  	MA-Secretary of State	  	Phoenix	  	200972812920	  	05/01/2009	  	Original	  	All assets


  
 Virtus
Investment Partners, Inc. Security Agreement 









													
	 Grantor
	  	 Jurisdiction
	  	 Current
Secured
Party of
Record
	  	 Filing Number
	  	 File Date
	  	 File Type
	  	 Collateral
Description

		  	MA-Secretary of State	  	Phoenix	  	200972884800	  	05/06/2009	  	Amendment	  	Name of Debtor corrected; spelling of Advisers corrected to “Advisers” from “Advisors”.
							
	 Virtus Partners, Inc.
	  	DE-Secretary of State	  	Phoenix	  	90022936	  	01/05/2009	  	Original	  	All assets
							
	 Zweig Advisers, LLC
	  	DE-Secretary of State	  	Phoenix	  	91375812	  	04/30/2009	  	Original	  	All assets
							
		  	DE-Secretary of State	  	Phoenix	  	91399101	  	05/04/2009	  	Amendment	  	Name of Debtor corrected; spelling of Advisers corrected to “Advisers” from “Advisors.”


  
 Virtus
Investment Partners, Inc. Security Agreement 








 SCHEDULE 3.1(a)(vii) 

TO SECURITY AGREEMENT 
 Dated as of September 1, 2009 
 LIST OF MATERIAL
AUTHORIZATIONS 
 The following Grantors have federal investment adviser registrations that are material to the business
of the Borrower and the Subsidiaries, taken as a whole: 
  

	 	1.	Duff & Phelps Investment Management Co. 

  

	 	2.	Engemann Asset Management 

  

	 	3.	Euclid Advisors LLC 

  

	 	4.	Kane Anderson Rudnick Investment Management, LLC 

  

	 	5.	SCM Advisors LLC 

  

	 	6.	Virtus Investment Advisers, Inc. 

  

	 	7.	Zweig Advisers, LLC 

  

	B.	The Grantors currently have the following foreign entity qualifications: 

  


			
	 Company
	  	Jurisdiction
	Duff & Phelps Investment Management Co.	  	CT
	Kayne Anderson Rudnick Investment Management, LLC	  	OH
	Virtus Investment Advisers, Inc.	  	CA
	Virtus Investment Advisers, Inc.	  	CT
	Virtus Partners, Inc.	  	CT
	Zweig Advisers, LLC	  	NY


  
 Virtus
Investment Partners, Inc. Security Agreement 








 SCHEDULE 3.1(a)(viii) 

TO SECURITY AGREEMENT 
 Dated as of September 1, 2009 
 LIST OF MATERIAL LICENSES

 In the event that federal investment adviser registrations are excluded from the Collateral pursuant to
Section 1.3(c) of this Security Agreement, the following federal investment adviser registrations are material to the business of the Borrower and the Subsidiaries, taken as a whole: 

 

	 	1.	Duff & Phelps Investment Management Co. 

  

	 	2.	Engemann Asset Management 

  

	 	3.	Euclid Advisors LLC 

  

	 	4.	Kane Anderson Rudnick Investment Management, LLC 

  

	 	5.	SCM Advisors LLC 

  

	 	6.	Virtus Investment Advisers, Inc. 

  

	 	7.	Zweig Advisers, LLC 


  
 Virtus
Investment Partners, Inc. Security Agreement 








 SCHEDULE 3.2 
 TO SECURITY AGREEMENT 
 Dated as of September 1, 2009 

LIST OF LOCATIONS OF EQUIPMENT AND INVENTORY 

 

			
	 Loan Party
	  	 Locations

	Virtus Investment Partners, Inc.	  	 100 Pearl Street
 Hartford, CT 06103

		
	Duff & Phelps Investment Management Co.	  	200 S. Wacker Drive, Suite 500 Chicago, IL 60606
		
	Engemann Asset Management	  	 100 Pearl Street
 Hartford, CT 06103

		
	Euclid Advisors LLC	  	 900 Third Ave.
 New York, NY 10022

		
	Kayne Anderson Rudnick Investment Management, LLC	  	 1800 Avenue of the Stars, 2nd Floor

Los Angeles, CA 90067

		
	Pasadena Capital Corporation	  	 100 Pearl Street
 Hartford, CT 06103

		
	Rutherford Financial Corporation	  	 100 Pearl Street
 Hartford, CT 06103

		
	SCM Advisors LLC	  	909 Montgomery Street, 5th Floor San Francisco, CA 94133
		
	Virtus Investment Advisers, Inc.	  	 100 Pearl Street
 Hartford, CT 06103

		
	Virtus Partners, Inc.	  	 100 Pearl Street
 Hartford, CT 06103

		
	Zweig Advisers, LLC	  	 900 Third Ave.
 New York, NY 10022



  
 Virtus
Investment Partners, Inc. Security Agreement 








 Set forth below is the name and address of each Person that has possession of any property
of any Loan Party: 
  

			
	 LOAN PARTY
	  	 OTHER
PERSON1

	VIRTUS INVESTMENT PARTNERS, INC.	  	 THE PHOENIX COMPANIES, INC.
 ONE AMERICAN ROW
 HARTFORD, CT 06103

 
 IRON MOUNTAIN

1100 KENNEDY ROAD

WINDSOR, CT 06095

		
	DUFF & PHELPS INVESTMENT MANAGEMENT CO.	  	 THE PHOENIX COMPANIES, INC.
 ONE AMERICAN ROW
 HARTFORD, CT 06103

 
 IRON MOUNTAIN

1301 S. ROCKWELL

CHICAGO, IL 60608

		
	ENGEMANN ASSET MANAGEMENT	  	 THE PHOENIX COMPANIES, INC.
 ONE AMERICAN ROW
 HARTFORD, CT 06103

 
 IRON MOUNTAIN

23475 EICHLER STREET

HAYWARD, CA 94545
  

DIGITAL SERVICES & SOFTWARE
 120 TURNPIKE ROAD
 SOUTHBOROUGH, MA 01772

		
	EUCLID ADVISORS LLC	  	 THE PHOENIX COMPANIES, INC.
 ONE AMERICAN ROW
 HARTFORD, CT 06103

 
 IRON MOUNTAIN

1100 KENNEDY ROAD

WINDSOR, CT 06095



 

	1	 All parties listed herein have possession solely of books and records, except that The Phoenix Companies, Inc. also has possession of stock
certificates relating to shares of stock of certain Grantors that were pledged to Phoenix Life Insurance Company in connection with the Loan Agreement, dated as of December 31, 2008, by and between Phoenix Life Insurance Company and Virtus
Investment Partners, Inc. Such pledge is being terminated as a condition to closing and such stock certificates will be delivered to the Administrative Agent at closing with related undated stock powers. 



  
 Virtus
Investment Partners, Inc. Security Agreement 









			
	 LOAN PARTY
	  	 OTHER
PERSON1

	KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT, LLC	  	 THE PHOENIX COMPANIES, INC.
 ONE AMERICAN ROW
 HARTFORD, CT 06103

 
 IRON MOUNTAIN

23475 EICHLER STREET

HAYWARD, CA 94545
  

THE DATALOCK COMPANY

4881
145TH STREET

HAWTHORNE, CA 90250

		
	PASADENA CAPITAL CORPORATION	  	 THE PHOENIX COMPANIES, INC.
 ONE AMERICAN ROW
 HARTFORD, CT 06103

 
 IRON MOUNTAIN

23475 EICHLER STREET

HAYWARD, CA 94545
  

DIGITAL SERVICES & SOFTWARE
 120 TURNPIKE ROAD
 SOUTHBOROUGH, MA 01772

		
	RUTHERFORD FINANCIAL CORPORATION	  	N/A
		
	SCM ADVISORS LLC	  	 THE PHOENIX COMPANIES, INC.
 ONE AMERICAN ROW
 HARTFORD, CT 06103

 
 IRON MOUNTAIN

23475 EICHLER STREET

HAYWARD, CA 94545
  

DIGITAL SERVICES & SOFTWARE
 120 TURNPIKE ROAD
 SOUTHBOROUGH, MA
01772



  
 Virtus
Investment Partners, Inc. Security Agreement 









			
	 LOAN PARTY
	  	 OTHER
PERSON1

	VIRTUS INVESTMENT ADVISERS, INC.	  	 THE PHOENIX COMPANIES, INC.
 ONE AMERICAN ROW
 HARTFORD, CT 06103

 
 IRON MOUNTAIN

1100 KENNEDY ROAD

WINDSOR, CT 06095

		
	VIRTUS PARTNERS, INC.	  	 THE PHOENIX COMPANIES, INC.
 ONE AMERICAN ROW
 HARTFORD, CT 06103

 
 IRON MOUNTAIN

1100 KENNEDY ROAD

WINDSOR, CT 06095

		
	ZWEIG ADVISERS, LLC	  	 THE PHOENIX COMPANIES, INC.
 ONE AMERICAN ROW
 HARTFORD, CT 06103

 
 IRON MOUNTAIN

1100 KENNEDY ROAD

WINDSOR, CT 06095



  
 Virtus
Investment Partners, Inc. Security Agreement 








 SCHEDULE 3.4 
 TO SECURITY AGREEMENT 
 Dated as of September 1, 2009 

LIST OF INVESTMENT-RELATED PROPERTY 
 1. Issued and Outstanding Stock, Partnership Interests, Limited Liability Company Membership Interests or Other Equity Interests of Each Grantor and Record and Beneficial Owners Thereof:

  

									
	 Issuer
	  	 Certificate
No. (if
Applicable)
	  	 Registered
Owner
	  	 No. and Class of
Shares
	  	 % of Outstanding Equity
Interests of
Class

	DPCM Holdings, Inc.	  	5	  	Virtus Partners, Inc.	  	1,000 shares of Common Stock	  	100% of issued and outstanding stock (one class – common stock)
					
	Duff & Phelps Investment Management Co.	  	5	  	Virtus Partners, Inc.	  	900 shares of Common Stock	  	100% of issued and outstanding stock (one class – common stock)
					
	Engemann Asset Management	  	101	  	Pasadena Capital Corporation	  	60 shares of Common Stock	  	100% of issued and outstanding stock (one class – common stock)
					
	Euclid Advisors LLC	  	N/A	  	Zweig Advisers, LLC	  	100% membership interest	  	100% membership interest
					
	Kayne Anderson Rudnick Investment Management, LLC	  	N/A	  	Virtus Partners, Inc.	  	100% membership interest	  	100% membership interest
					
	Pasadena Capital Corporation	  	1001	  	Virtus Partners, Inc.	  	100 shares of Common Stock	  	100% of issued and outstanding stock (one class – common stock)
					
	Rutherford Financial Corporation	  	V-41	  	Virtus Partners, Inc.	  	338,458 shares of voting common stock	  	100% of issued and outstanding stock
					
	SCM Advisors LLC	  	N/A	  	Virtus Partners, Inc.	  	100% membership interest	  	100% membership interest
					
	Virtus Alternative Investment Advisers, Inc.	  	2	  	Virtus Partners, Inc.	  	100 shares of Common Stock	  	100% of issued and outstanding stock (one class – common stock)


  
 Virtus
Investment Partners, Inc. Security Agreement 









									
	Virtus Partners, Inc.	  	5	  	Virtus Investment Partners, Inc.	  	1,000 shares of Common Stock	  	100% of issued and outstanding stock (one class – common stock)
					
	VP Distributors, Inc.	  	8	  	Virtus Partners, Inc.	  	5,000 shares of Common stock	  	100% of issued and outstanding stock (one class – common stock)
					
	Zweig Advisers, LLC	  	N/A	  	Virtus Partners, Inc.	  	100% membership interest	  	100% membership interest

  

	2.	Excluded Investments: 


(a) The issuer of the following assets has appointed American Stock Transfer & Trust Company (“AST”) as the
registrar and/or transfer agent for its securities and AST, as agent of such issuer, lists the indicated Loan Party as the owner of such securities: 
  

							
	 Issuer
	  	 Registered Owner
	  	 Certificated?
	  	 No. of Shares

	DTF Tax-Free Income Inc.	  	Virtus Partners, Inc.1	  	 8,000 Certificated
 13,838.82 Uncertificated
	  	21,838.82

 (b) The issuer
of the following assets has appointed The Bank of New York Mellon (“BNYM”) as the registrar and/or transfer agent for its securities and BNYM, as agent of such issuer, lists the indicated Loan Party as the owner of such securities:

  

							
	 Issuer
	  	 Registered Owner
	  	Certificated?	  	No. of Shares
	Duff & Phelps Utility and Corporate Bond Trust	  	Virtus Partners, Inc.2	  	8,000
Certificated
21,678.4604
Uncertificated
	  	29,678.4604
				
	DNP Select Income Fund	  	Virtus Partners, Inc. 2	  	12,000
Certificated
105,264.2524
Uncertificated
	  	117,264.2524

  

	1	 Successor to Duff & Phelps Corporation as outlined in the long-form good standing certificate dated August 5, 2009, issued by the
Secretary of State and delivered to the Administrative Agent pursuant to Section 5.1(d) of the Credit Agreement. 



  
 Virtus
Investment Partners, Inc. Security Agreement 








 SCHEDULE 3.4 (a)(iv) 

TO SECURITY AGREEMENT 
 Dated as of September 1, 2009 
 LIST OF UNCERTIFICATED PLEDGED
EQUITY INTERESTS NOT SUBJECT TO 
 BLOCKED ACCOUNTS 

None 

  
 Virtus
Investment Partners, Inc. Security Agreement 








 SCHEDULE 3.4(a)(v) 

TO SECURITY AGREEMENT 
 Dated as of September 1, 2009 
 LIST OF PERSONS WITH CONTROL OVER
INVESTMENT-RELATED PROPERTY 
 The following Investment-Related Property is currently held by Phoenix Life Insurance
Company as collateral to secure the obligations of the Grantors under that certain Loan Agreement, dated as of December 31, 2008, by and between Phoenix Life Insurance Company and Virtus Investment Partners, Inc. and that certain Guarantee and
Collateral Agreement, dated as of December 31, 2008, by and between Phoenix Life Insurance Company and Virtus Investment Partners, Inc. The security interest of Phoenix Life Insurance Company is being released as a condition to closing and the
certificates will be pledged to The Bank of New York Mellon, as Administrative Agent, as a condition precedent to the closing. 
  

	1.	Stock Certificate No. 5 registered in the name of Virtus Partners, Inc. representing 1,000 shares of Common Stock, no par value, of DPCM Holdings, Inc.


  

	2.	Stock Certificate No. 5 registered in the name of Virtus Partners, Inc. representing 900 shares of Common Stock, par value $100.00 per share, of Duff &
Phelps Investment Management Co. 

  

	3.	Stock Certificate No. 101 registered in the name of Pasadena Capital Corporation representing 60 shares of Common Stock, par value $100.00 per share, of Engemann
Asset Management 

  

	4.	Stock Certificate No. 1001 registered in the name of Virtus Partners, Inc. representing 100 shares of Common Stock, no par value, of Pasadena Capital Corporation


  

	5.	Stock Certificate No. 5 registered in the name of Virtus Investment Partners, Inc. representing 1,000 shares of Common Stock, par value $0.01 per share, of Virtus
Partners, Inc. 

  

	6.	Stock Certificate No. 2 registered in the name of Virtus Partners, Inc. representing 100 shares of Common Stock, no par value, of Virtus Alternative Investment
Advisers, Inc. 


  
 Virtus
Investment Partners, Inc. Security Agreement 








 SCHEDULE 3.5 
 TO SECURITY AGREEMENT 
 Dated as of September 1, 2009 

LIST OF LETTERS OF CREDIT 
 None 

  
 Virtus
Investment Partners, Inc. Security Agreement 








 SCHEDULE 3.6 
 TO SECURITY AGREEMENT 
 Dated as of September 1, 2009 

LIST OF INTELLECTUAL PROPERTY 
 Patents 
 None. 

Patent Licenses 
 None. 
 Trademarks 

 

													
	 Grantor
	  	 Mark
	  	 Reg. No.
	  	 Reg. Date
	  	 Serial No.
	  	 Filing Date
	  	 Status

	Virtus Partners, Inc.	  	OAKHURST	  	Not Available	  	 Not
 Available
	  	77505130	  	June 23, 2008	  	Non-final action mailed – Request for more info. and/or making initial refusal – no final determination made
							
	Virtus Partners, Inc.	  	KNOW MORE. GUIDE RESPONSIBLY. INVEST WISELY.	  	2857446	  	June 29, 2008	  	76489221	  	February 11, 2003	  	Registered
							
	Virtus Partners, Inc.	  	INVESTORS BEHAVING BADLY	  	2687213	  	February 11, 2003	  	76192107	  	January 10, 2001	  	Registered
							
	Virtus Partners, Inc.	  	COMMITTED TO INVESTOR SUCCESS	  	3061436	  	February 28, 2006	  	76159809	  	November 6, 2000	  	Registered
							
	Virtus Partners, Inc.	  	GOODWIN	  	2384711	  	September 12, 2000	  	75564417	  	October 5, 1998	  	Section 8 and 15 affidavits accepted and acknowledged
							
	Virtus Partners, Inc.	  	DUFF & PHELPS INVESTMENT MANAGEMENT CO.	  	1579407	  	January 23, 1990	  	73790727	  	April 3, 1989	  	Renewed


  
 Virtus
Investment Partners, Inc. Security Agreement 









													
	Virtus Partners, Inc.	  	DUFF & PHELPS CREDIT RATING CO.	  	1575504	  	January 2, 1990	  	73790725	  	April 3, 1989	  	Renewed
							
	Engemann Asset Management	  	ENGEMANN	  	2984642	  	August 16, 2005	  	76572872	  	January 30, 2004	  	Registered
							
	Kayne Anderson Rudnick Investment Management LLC	  	QUALITY AT A REASONABLE PRICE	  	2693264	  	March 4, 2003	  	76422448	  	June 19, 2002	  	Registered
							
	SCM Advisors LLC	  	SCM	  	2370812	  	July 25, 2000	  	75732995	  	June 21, 1999	  	Section 8 and 15 affidavits accepted & acknowledged
							
	SCM Advisors LLC	  	SCM	  	2397440	  	October 24, 2000	  	75732994	  	June 21, 1999	  	Registered

 Trademark
Licenses 
  

	1.	The Loan Parties do not have exclusive use of the name “Duff & Phelps.” Pursuant to that certain Name Use Agreement dated October 31, 1994,
Duff & Phelps Credit Rating Co. was granted the right to use this name and related intellectual property. 

  

	2.	The Loan Parties do not have exclusive use of the name “SCM.” Pursuant to that certain Co-Existence Agreement dated January 31, 2007, SCM Advisors, LP
was afforded certain rights regarding this name. 

 Copyrights 

None. 

  
 Virtus
Investment Partners, Inc. Security Agreement 








 Copyright Licenses 

 

									
	 Licenser
	  	 Licensee
	  	 Date of License Agreement
	  	 Expiration

Date of

License
	  	 Copyrights Licensed

	 Stephen D.

Gresham
	  	Virtus Partners, Inc.	  	December 9, 2002, as amended and restated on November 20, 2006	  	 Not
 Applicable
	  	First Edition of the book entitled “The Managed Account Handbook: How to Build Your Financial Advisor Practice Using Separately Managed Accounts” (Reg. No. TX-5-665-156,
published October 16, 2002, registered December 2, 2002)


  
 Virtus
Investment Partners, Inc. Security Agreement 








 SCHEDULE 3.7 
 TO SECURITY AGREEMENT 
 Dated as of September 1, 2009 

LIST OF MATERIAL COMMERCIAL TORT CLAIMS 
 None. 

  
 Virtus
Investment Partners, Inc. Security Agreement 








 SCHEDULE 3.8 
 TO SECURITY AGREEMENT 
 Dated as of September 1, 2009 

LIST OF DEPOSIT ACCOUNTS 
  

					
	 Name of Account Holder
	  	 Name and Address of Depositary
Institution
	  	 Account Number

	Virtus Investment Partners, Inc.	  	 The Bank of New York Mellon

One Wall Street
 New York, New York
10286
	  	8900726881
			
	Duff & Phelps Investment Management Co.	  	 Wachovia Bank
 401 Linden
St.
 Mail Code: NC6956
 Attn: Marcia
Allgood
 Winston Salem, NC 27101
	  	2000028307767
			
	Engemann Asset Management	  	 Wachovia Bank
 401 Linden
St.
 Mail Code: NC6956
 Attn: Marcia
Allgood
 Winston Salem, NC 27101
	  	2000028307796
			
	Euclid Advisors LLC	  	 Wachovia Bank
 401 Linden
St.
 Mail Code: NC6956
 Attn: Marcia
Allgood
 Winston Salem, NC 27101
	  	2000028307783
			
	Kayne Anderson Rudnick Investment Management, LLC	  	 U.S. Bank National Association

633 W. 5th St, Fl. 25
 Los Angeles, CA 90071
	  	265701082793
			
	Kayne Anderson Rudnick Investment Management, LLC	  	 U.S. Bank National Association

633 W. 5th St, Fl. 25
 Los Angeles, CA 90071
	  	165706247815
			
	Kayne Anderson Rudnick Investment Management, LLC	  	 U.S. Bank National Association

633 W. 5th St, Fl. 25
 Los Angeles, CA 90071
	  	165706248037
			
	SCM Advisors LLC	  	 Wachovia Bank
 401 Linden
St.
 Mail Code: NC6956
 Attn: Marcia
Allgood
 Winston Salem, NC 27101
	  	2000028307806


  
 Virtus
Investment Partners, Inc. Security Agreement 









					
	Virtus Investment Advisers, Inc.	  	 Wachovia Bank
 401 Linden
St.
 Mail Code: NC6956
 Attn: Marcia
Allgood
 Winston Salem, NC 27101
	  	2000028307709
			
	Virtus Partners, Inc.	  	 Wachovia Bank
 401 Linden
St.
 Mail Code: NC6956
 Attn: Marcia
Allgood
 Winston Salem, NC 27101
	  	2000028307725
			
	Virtus Partners, Inc.	  	 Wachovia Bank
 401 Linden
St.
 Mail Code: NC6956
 Attn: Marcia
Allgood
 Winston Salem, NC 27101
	  	2000041710137
			
	Zweig Advisers, LLC	  	 Wachovia Bank
 401 Linden
St.
 Mail Code: NC6956
 Attn: Marcia
Allgood
 Winston Salem, NC 27101
	  	2000028307738


  
 Virtus
Investment Partners, Inc. Security Agreement 








 EXHIBIT A 
 TO SECURITY AGREEMENT 
 Dated as of September 1, 2009 

FORM OF SUPPLEMENT 
 SUPPLEMENT NO.     , dated as of
                        , to the Security Agreement, dated as of September 1, 2009, among VIRTUS INVESTMENT PARTNERS,
INC., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party thereto, and THE BANK OF NEW YORK MELLON, as Administrative Agent under the Credit Agreement referred to in the next paragraph (as amended,
supplemented or otherwise modified from time to time, the “Security Agreement”). 
 Reference is made to the
Credit Agreement, dated as of September 1, 2009, among the Borrower, the Lenders from time to time party thereto and The Bank of New York Mellon, as Administrative Agent thereunder (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”). Capitalized terms (and the term “subsidiary”) used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Security Agreement. 

The Grantors have entered into the Security Agreement in order to induce the Credit Parties to enter into the Credit Agreement.
Article 10 of the Security Agreement provides that additional Subsidiaries may become Grantors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the
“New Grantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Security Agreement in order to induce the Lenders to make additional Revolving Loans and as
consideration for Revolving Loans previously made. 
 Accordingly, the Administrative Agent and the New Grantor hereby agree as
follows: 
 1. In accordance with Article 10 of the Security Agreement, the New Grantor by its signature
below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor, and the New Grantor hereby agrees to all the terms and provisions of the Security Agreement applicable to it as a
Grantor thereunder. In furtherance of the foregoing, the New Grantor, as security for the payment and performance in full of the Secured Obligations, does hereby create and grant, subject to the terms and conditions of the Security Agreement, to the
Administrative Agent (and its successors and assigns), for the benefit of the Secured Parties (and their successors and assigns), a security interest in and lien on all of the New Grantor’s right, title and interest in and to the Collateral (as
defined in the Security Agreement) owned or held by or on behalf of the New Grantor. Each reference to a “Grantor” in the Security Agreement shall be deemed to include the New Grantor. The Security Agreement is hereby incorporated herein
by reference. 
 2. The New Grantor represents and warrants to the Administrative Agent and the other Secured
Parties that (i) this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, 

  
 Virtus
Investment Partners, Inc. Security Agreement 








 
moratorium or other similar laws affecting creditors’ rights generally, (ii) set forth on the Schedules attached hereto are true and complete schedules of all of the information that
would have been required to have been delivered by or on behalf of the New Grantor pursuant to the Security Agreement and the Schedules thereto if the New Grantor had been originally named in the Security Agreement, and (iii) the
representations and warranties made by it as a Grantor under the Security Agreement are true and correct on and as of the date hereof based upon the applicable information referred to in clause (ii) of this Section. 

3. This Supplement may be executed in counterparts (and by each party hereto on a different counterpart), each of which
shall constitute an original, but both of which, when taken together, shall constitute but one contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken
together, bear the signatures of the New Grantor and the Administrative Agent. Delivery of an executed counterpart of this Supplement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Supplement.

 4. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 6. In the event any one or more of the provisions contained in this Supplement should be held invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

7. All communications and notices hereunder shall be in writing and given as provided in Article 12 of the Security
Agreement. 
 8. The New Grantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket
expenses in connection with this Supplement, including the reasonable fees, disbursements and other charges of counsel for the Administrative Agent. 
 [Signature page follows] 

  
 - 2 -

 Virtus Investment Partners, Inc. Security Agreement 








 IN WITNESS WHEREOF, the New Grantor and the Administrative Agent have duly executed this
Supplement No.      to the Security Agreement as of the day and year first above written. 
  

			
	[NAME OF NEW GRANTOR]
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	THE BANK OF NEW YORK MELLON, as Administrative Agent
		
	By:	 	 
	Name:	 	 
	Title:	 	 

 [ATTACH SCHEDULES
CORRESPONDING TO THE 
 SCHEDULES TO THE SECURITY AGREEMENT] 

  
 - 3 -

 Virtus Investment Partners, Inc. Security Agreement 








 EXHIBIT B 
 TO SECURITY AGREEMENT 
 Dated as of September
    , 2009 
 FORM OF ISSUER’S ACKNOWLEDGMENT 

The undersigned (the “Issuer”) hereby [acknowledges receipt of a copy of that certain Security Agreement dated as of
September 1, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among Virtus Investment Partners, Inc., the other Grantors party thereto and The Bank of New
York Mellon, as Administrative Agent (in such capacity and together with any successors in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such
terms in the Security Agreement). 
 The Issuer is the issuer of [describe Pledged Stock] owned of record by [name of grantor]
(the “Grantor”), which Pledged Stock is an [uncertificated security], [uncertificated limited liability company interest] [uncertificated partnership interest]. The Issuer hereby (i) agrees, with respect to such Pledged Stock,
that it will comply with any and all instructions originated by the Administrative Agent without further consent by the Grantor and that it will not comply with instructions with respect to such Pledged Stock originated by any other person other
than a court of competent jurisdiction and (ii) waives any right or requirement at any time hereafter to receive a copy of the Security Agreement in connection with the registration of any Pledged Collateral thereunder in the name of the
Administrative Agent or its nominees or the exercise of voting rights by the Administrative Agent or its nominees. 
  

			
	[                            
                            ]
		
	By:	 	 
		 	Name:
		 	Title:



  
 Virtus
Investment Partners, Inc. Security Agreement 








 EXHIBIT C 
 TO SECURITY AGREEMENT 
 Dated as of September
    , 2009 
 FORM OF SPECIAL POWER OF ATTORNEY 

Dated as of
                    , 200     
 STATE OF
                                    ) 

                         
                               ) 
 COUNTY OF
                                ) 

KNOW ALL PERSONS BY THESE PRESENTS, THAT [Name of Grantor] a
                             (the “Grantor”), pursuant to that certain Security
Agreement, dated as of September 1, 2009 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Grantor, other entities party thereto from time to time and The Bank of New York
Mellon, as Administrative Agent (in such capacity, the “Administrative Agent”) for the financial institutions (collectively, the “Lenders”) which are from time to time parties to that certain Credit Agreement, dated
as of September 1, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Virtus Investment Partners, Inc., the Lenders party thereto, and The Bank of New York Mellon, as
Administrative Agent, hereby appoints and constitutes the Administrative Agent its true and lawful attorney-in-fact, with full power of substitution, and with full power and authority to perform the following acts on behalf of the Grantor:

 1. For the purpose of (a) assigning, selling, licensing or otherwise disposing of all right, title and interest of the
Grantor in and to (i) any letters patent of the United States of America or any other country, all registrations and recordings thereof and all applications for letters patent of the United States of America or any other country, including
registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in the United States of America or any other country, (ii) any inventions and improvements described and claimed therein,
including the right to make, use and/or sell the inventions disclosed or claimed therein, (iii) any reissues, continuations, divisions, continuations in part, renewals or extensions thereof and amendments thereto, and the inventions disclosed
or claimed therein, and (iv) any income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto (items (i) through and including (iv) being referred to herein as the
“Patents”) and (b) for the purpose of the recording, registering and filing of, or accomplishing any other formality with respect to, the foregoing, to execute and deliver any and all agreements, documents, instruments of
assignment or other papers necessary or advisable to effect such purpose. 
 2. For the purpose of (a) assigning, selling,
licensing or otherwise disposing of all right, title and interest of the Grantor in and to (i) any trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress,
logos, other source or business identifiers, uniform resource locations (URL’s), domain names, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all
registration and recording applications 

  
 Virtus
Investment Partners, Inc. Security Agreement 








 
filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in the United States of America or any
other country, and reissues, continuations, extensions and renewals thereof and amendments thereto, (ii) goodwill associated therewith or symbolized by any of the foregoing, (iii) income, fees, royalties, damages and payments now and
hereafter due and/or payable thereunder and with respect thereto and (iv) all other assets, rights and interests that uniquely reflect or embody such goodwill (items (i) through and including (iv) being referred to herein as the
“Trademarks”) and (b) for the purpose of the recording, registering and filing of, or accomplishing any other formality with respect to, the foregoing, to execute and deliver any and all agreements, documents, instruments of
assignment or other papers necessary or advisable to effect such purpose. 
 3. For the purpose of (a) assigning, selling,
licensing or otherwise disposing of all right, title and interest of the Grantor in and to (i) any copyright rights in any work subject to the copyright laws of the United States of America or any other country, whether as author, assignee,
transferee or otherwise, (ii) any registrations and applications for registration of any such copyright in the United States of America or any other country, including registrations, recordings, supplemental registrations and pending
applications for registration in the United States Copyright Office or any similar offices in the United States of America or any other country, (iii) any rights and privileges arising under applicable law with respect to such the of such
copyrights, (iv) reissues, renewals, continuations and extensions thereof and amendments thereto, and (v) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages and
payments for past, present or future infringements thereof (items (i) through and including (iv) being referred to herein as the “Copyrights”), and (b) for the purpose of the recording, registering and filing of, or
accomplishing any other formality with respect to, the foregoing, to execute and deliver any and all agreements, documents, instruments of assignment or other papers necessary or advisable to effect such purpose. 

4. For the purpose of evidencing and perfecting the Administrative Agent’s interest in any Patent, Trademark or Copyright not
previously assigned to the Administrative Agent as security, or in any Patent, Trademark or Copyright, which the Grantor may acquire from a third party, and for the purpose of the recording, registering and filing of, or accomplishing any other
formality with respect to, the foregoing, to execute and deliver any and all agreements, documents, instruments of assignment or other papers necessary or advisable to effect such purpose. 

5. To execute any and all documents, statements, certificates or other papers necessary or advisable in order to obtain the purposes
described above as the Administrative Agent may in its sole discretion determine. 

  
 Virtus
Investment Partners, Inc. Security Agreement 








 This power of attorney is made pursuant to the Security Agreement and takes effect solely
for the purposes thereof and is subject to the terms and conditions thereof and may not be revoked until termination of the Security Agreement as provided therein. 

 

			
	[Name of Grantor]
		
	By:	 	 
	Name:	 	 
	Title:	 	 


 STATE OF NEW YORK) 

                         
                 )    ss: 
 COUNTY OF
NEW YORK) 
 On this          day of
            , 200    , before me personally appeared
                             to me known who, being by me duly sworn, did depose and say that he is a
[Title] of [Name of Grantor], the [corporation/limited liability company] described herein and which executed the foregoing instrument, and that he signed his name thereto pursuant to the authority granted by such corporation. 

 

	
	  
	        Notary Public



  
 Virtus
Investment Partners, Inc. Security Agreement 








 EXHIBIT D 
 TO SECURITY AGREEMENT 
 Dated as of September
    , 2009 
 FORM OF LETTER AGREEMENT RELATING TO 

HEDGING AGREEMENTS AND CASH MANAGEMENT AGREEMENTS 

 

	
	[Date]


 The Bank of New York Mellon, as Administrative
Agent 
 One Wall Street 
 New York, New
York 10286 

Attention:                       
                                      

                  Agency Function Administration 

The Bank of New York, as Administrative Agent 

One Wall Street 
 New York, New York 10286

 Attention: Richard G. Shaw 

                  Vice President 

Reference is made to the Credit Agreement, dated as of September 1, 2009, among Virtus Investment Partners, Inc., a Delaware
corporation (the “Borrower”), the Lenders party thereto, and The Bank of New York Mellon as Administrative Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”) and the Guarantee Documents and the Security Documents (each as defined in the Credit Agreement). Capitalized terms used herein and not otherwise defined herein and the term “subsidiary” shall have the meanings
assigned to such terms in the Credit Agreement. 
 The undersigned is a Lender or an Affiliate of a Lender
and is entering into [an Interest Rate Protection Agreement or Hedging Agreement designed to hedge risk in respect of currency fluctuations (the “Hedging Agreement”) with the Borrower and desires that such Hedging Agreement be a
Secured Hedging Agreement as defined in the Security Agreement] [a Cash Management Agreement with [name of Loan Party] and desires that such Cash Management Agreement be a Secured Cash Management Agreement as defined in the Security
Agreement]3. Accordingly, the undersigned hereby
(i) appoints the Administrative Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 10.3, 10.9 and 10.13 of the Credit Agreement and the provisions of the
applicable Loan Documents, including, without limitation, the provisions of Article 9 of the Security Agreement. 
  

	3	 Delete inapplicable provision. 



  
 Virtus
Investment Partners, Inc. Security Agreement 








 
			
	Very truly yours,
	
	[NAME OF COUNTERPARTY]
		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 Virtus
Investment Partners, Inc. Security Agreement