0001193125-12-319547 Sample Contracts

VIRTUS EQUITY TRUST Virtus Balanced Fund Virtus Tactical Allocation Fund Virtus Growth & Income Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • July 27th, 2012 • Virtus Equity Trust • Delaware

Virtus Equity Trust (the “Fund”) 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 Fund are offered or may be offered in several series, including the Virtus Balanced Fund, Virtus Tactical Allocation Fund and Virtus Growth & Income Fund (collectively, sometimes hereafter referred to as the “Series”).

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FOURTH AMENDMENT TO SUBADVISORY AGREEMENT
To Subadvisory Agreement • July 27th, 2012 • Virtus Equity Trust

THIS AMENDMENT effective as of the 30th day of September, 2011 amends that certain Subadvisory Agreement effective March 10, 2008, as amended on June 22, 2009, as of September 1, 2009 and as of January 1, 2010 (the “Agreement”) among Virtus Equity Trust (the “Fund”), a Delaware statutory trust, on behalf of its series Virtus Mid-Cap Core Fund, Virtus Quality Small-Cap Fund, Virtus Small-Cap Core Fund, Virtus Small-Cap Sustainable Growth Fund and Virtus Quality Large Cap Value Fund (the “Series”), Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”) and Kayne Anderson Rudnick Investment Management, LLC a California limited liability company (the “Subadviser”) as follows:

AMENDED AND RESTATED FEE WAIVER AGREEMENT VIRTUS EQUITY TRUST
Fee Waiver Agreement • July 27th, 2012 • Virtus Equity Trust • Delaware

This Amended and Restated Fee Waiver Agreement (the “Agreement”), effective as of June 30, 2011, is 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 Distributor of each of the Funds, VP Distributors, Inc., a Connecticut corporation (the “Distributor”).

VP Distributors, LLC. Hartford, CT 06103
Sales Agreement • July 27th, 2012 • Virtus Equity 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 (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”.

FIFTH AMENDMENT to FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • July 27th, 2012 • Virtus Equity Trust

THIS AMENDMENT made effective as of the 9th day of December, 2011 amends that certain Foreign Custody Manager Agreement, dated as of November 5, 2009, amended September 14, 2010, February 25, 2011, and March 15, 2011, between the Funds listed on Annex I thereto and The Bank of New York Mellon (the “Foreign Custody Manager Agreement”) as herein below provided.

FIFTH AMENDMENT to MASTER CUSTODY AGREEMENT
Master Custody Agreement • July 27th, 2012 • Virtus Equity Trust

THIS AMENDMENT made effective as of the 9th day of December, 2011 amends that certain Master Custody Agreement, dated as of November 5, 2009, amended September 14, 2010 February 25, 2011, March 15, 2011 and July 18, 2011, between the Funds listed on Exhibit A thereto and The Bank of New York Mellon (the “Master Custody Agreement”) as herein below provided.

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