0001193125-10-169060 Sample Contracts

MASTER CUSTODY AGREEMENT
Master Custody Agreement • July 28th, 2010 • Virtus Equity Trust • New York

AGREEMENT, dated as of November 5, 2009 between each entity listed in Exhibit A hereto (each, a “Fund” and collectively, the “Funds”) for itself and for each of its Series, 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”).

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VP Distributors, Inc. Hartford, CT 06103
Sales Agreement • July 28th, 2010 • Virtus Equity Trust • Connecticut

VP Distributors, Inc. (“VPD”, “we”, “us”, or “our”) invites you to participate in the sale and distribution of shares of registered investment companies (which shall collectively be referred to hereinafter as the “Funds”) for which we are national distributor or principal underwriter, and which may be listed in Annex A hereto which such Annex may be amended by us from time to time. Upon acceptance of this 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 such shares. For the purposes hereof, the above referenced dealer shall be referred to as “you”.

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • July 28th, 2010 • Virtus Equity Trust • New York

AGREEMENT made as of November 5, 2009 by and between each entity listed on Annex I attached hereto (the “Fund”) and The Bank of New York Mellon (“BNY”).

FIRST AMENDMENT to AMENDED AND RESTATED ADMINISTRATION AGREEMENT and TERMINATION of LETTER AGREEMENT
Administration Agreement • July 28th, 2010 • Virtus Equity Trust

THIS AMENDMENT and TERMINATION is made effective as of the 14th day of April, 2010, and amends that certain amended and restated administration agreement, dated as of January 1, 2010 between the trusts listed on Schedule A (each, a “Trust” and together the “Trusts”) including the funds listed under each Trust commonly known as Virtus Mutual Funds (each, a “Fund” and together the “Funds”) and VP Distributors, Inc. (the “Administrator”) (the “Administration Agreement”) and terminates that certain letter agreement dated as of January 1, 2010 between the Trusts and the Administrator (the “Letter Agreement”), as herein below provided.

SIXTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT VIRTUS EQUITY TRUST
Expense Limitation Agreement • July 28th, 2010 • Virtus Equity Trust • Delaware

This Sixth Amended and Restated Expense Limitation Agreement (the “Agreement”) effective as of April 14, 2010 amends and restates that certain Fifth Amended and Restated Expense Limitation Agreement effective as of June 22, 2009 by and between Virtus Equity 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 Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

FIRST AMENDMENT to CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • July 28th, 2010 • Virtus Equity Trust

THIS AMENDMENT made effective as of the 30th day of June, 2010 amends that certain custodian services agreement, dated as of November 23, 2009, between the Funds listed on Appendix B including the Portfolios listed beside each Fund and PFPC Trust Company (the “Custodian Services Agreement”) as herein below provided.

SEVENTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 28th, 2010 • Virtus Equity Trust • Delaware

THIS AMENDMENT effective as of the 25th day of June, 2010 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, and amended as of October 21, 2004, July 29, 2005, July 13, 2007, March 10, 2008, June 22, 2009 and January 1, 2010 (the “Agreement”), by and between Virtus Equity Trust, a Delaware statutory trust (the “Trust”), and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”), as follows:

SEVENTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT VIRTUS EQUITY TRUST
Expense Limitation Agreement • July 28th, 2010 • Virtus Equity Trust • Delaware

This Seventh Amended and Restated Expense Limitation Agreement (the “Agreement”) effective as of June 25, 2010 amends and restates that certain Sixth Amended and Restated Expense Limitation Agreement effective as of April 14, 2010 by and between Virtus Equity 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 Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

SECOND AMENDMENT to AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • July 28th, 2010 • Virtus Equity Trust

THIS AMENDMENT made effective as of the 30th day of June, 2010 amends that certain amended and restated administration agreement, dated as of January 1, 2010, as amended, between the Trusts listed on Schedule A including the Funds listed under each Trust and VP Distributors, Inc. (the “Administration Agreement”) as herein below provided.

AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • July 28th, 2010 • Virtus Equity Trust

This Amendment, effective as of April 14, 2010, is made by and between the undersigned entities (hereinafter each referred to as the “Fund” and collectively referred to as the “Virtus Mutual Funds”) and VP Distributors, Inc. (hereinafter referred to as the “Transfer Agent”). The Transfer Agent and the Virtus Mutual Funds are parties to an Amended and Restated Transfer Agency and Service Agreement dated January 1, 2010 (the “Agreement”). In accordance with Article 11 of the Agreement the parties desire to amend the Agreement as set forth herein.

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