0000891092-16-012531 Sample Contracts

ADVISORY AGREEMENT
Advisory Agreement • February 19th, 2016 • Virtus ETF Trust II • Delaware

ADVISORY AGREEMENT made as of this 4th day of January, 2016, by and between VIRTUS ETF TRUST II (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and Virtus ETF Advisers LLC, a Delaware limited liability company with its principal place of business at 1540 Broadway, New York, NY 10036 (the “Adviser”).

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VIRTUS ETF TRUST II SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 19th, 2016 • Virtus ETF Trust II • Delaware

Virtus ETF Trust II (the “Trust”) is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the “Act”), and is subject to the rules and regulations promulgated thereunder. The shares of the Trust are offered or may be offered in several Funds, including Virtus Newfleet Dynamic Credit ETF (sometimes hereafter referred to as the “Fund”).

CUSTODY AGREEMENT
Custody Agreement • February 19th, 2016 • Virtus ETF Trust II • New York

AGREEMENT, dated as of December 17, 2015 between VIRTUS ETF TRUST II, a Delaware statutory trust, having its principal office and place of business at 1540 Broadway, 16th Floor, Suite 920, New York, New York 10036 (the “Trust”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

DISTRIBUTION AGREEMENT
Distribution Agreement • February 19th, 2016 • Virtus ETF Trust II • New York

This Distribution Agreement (“Agreement”) is made this 10th day of February, 2016, by and between Virtus ETF Trust II, a Delaware statutory trust (“Trust”) having its principal place of business at 1540 Broadway, Suite 1610, New York, NY 10036, and ETF Distributors LLC, a Delaware limited liability company (“Distributor”) having its principal place of business at 1540 Broadway, Suite 1610, New York, NY 10036.

EXPENSE LIMITATION AGREEMENT Virtus ETF Trust II
Expense Limitation Agreement • February 19th, 2016 • Virtus ETF Trust II

This Agreement is into effective as of January 4, 2016, by and between the VIRTUS NEWFLEET DYNAMIC CREDIT ETF (the “Fund”), a series of shares of Virtus ETF Trust II, a Delaware statutory trust (the “Trust”) and VIRTUS ETF ADVISERS LLC, a Delaware limited liability company (the “Adviser”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • February 19th, 2016 • Virtus ETF Trust II • New York

This ADMINISTRATIVE SERVICES AGREEMENT is made and entered into as of this 10th day of November, 2015 by and between VIRTUS ETF TRUST II, a Delaware statutory trust (“Trust”) and VIRTUS ETF SOLUTIONS LLC, a Delaware limited liability company (“Administrator”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 19th, 2016 • Virtus ETF Trust II • New York

AGREEMENT made as of the 17th day of December 2015, by and between VIRTUS ETF TRUST II (the “Trust”) and each series of the Trust listed on Appendix I hereto (as such Appendix be amended from time to time), and THE BANK OF NEW YORK MELLON, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

VIRTUS ETF TRUST II AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • February 19th, 2016 • Virtus ETF Trust II • Delaware

This Authorized Participant Agreement (the “Agreement”) is entered into by and between ETF Distributors LLC (the “Distributor”) and [●] (the “Participant”) and is subject to acceptance by Bank of New York Mellon (the “Transfer Agent”) as transfer agent for Virtus ETF Trust II (the “Trust”).

INITIAL SHARE SUBSCRIPTION AGREEMENT
Initial Share Subscription Agreement • February 19th, 2016 • Virtus ETF Trust II • Delaware
FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • February 19th, 2016 • Virtus ETF Trust II • New York

AGREEMENT made as of December 17, 2015 by and between VIRTUS ETF TRUST II and each series of the Trust listed on Exhibit A hereto (each a “Fund”, collectively the “Funds”), and The Bank of New York Mellon, a New York banking organization (“BNYM”).

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