0001144204-19-009583 Sample Contracts

One Financial Plaza Hartford, CT 06103 800.248.7971 VIRTUS.COM
Sales Agreement • February 22nd, 2019 • Virtus Asset Trust • Connecticut

VP Distributors, LLC ("VPD", "we", "us", or "our") invites you to participate in the sale and distribution of shares of registered investment companies for which we are national distributor or principal underwriter, as listed in Annex A hereto (which such Annex may be amended by us from time to time in our sole discretion) (which shall collectively be referred to hereinafter as the "Funds"). Upon acceptance of this Sales Agreement (“Agreement”) by VPD, you may offer and sell shares of each of the Funds (hereafter "Shares") subject, however, to the terms and conditions hereof including our right to suspend or cease the sale of any such Shares at any time. For the purposes hereof, the above referenced dealer shall be referred to as "you".

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FORM OF FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 22nd, 2019 • Virtus Asset Trust • Delaware

This Fourth Amended and Restated Expense Limitation Agreement (the “Agreement”), effective as of February 25, 2019, amends and restates that certain Third Amended and Restated Expense Limitation Agreement effective as of December 1, 2018, by and between Virtus Asset Trust, a Delaware statutory trust (the “Registrant”), on behalf of each series of the Registrant listed in Appendix A (each a “Fund” and collectively, the “Funds”) and the Adviser of each of the Funds, Virtus Fund Advisers, LLC, a Delaware corporation (the “Adviser”).

VIRTUS ASSET TRUST FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 22nd, 2019 • Virtus Asset Trust • Delaware

THIS AMENDMENT, effective as of the 1st day of December 2018 amends that certain Investment Advisory Agreement dated as of June 12, 2017 (the “Agreement”), by and between Virtus Asset Trust, a Delaware business trust (the “Trust”), and Virtus Fund Advisers, LLC, a Delaware corporation (the “Adviser”) as follows:

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