0001193125-13-024138 Sample Contracts

VIRTUS OPPORTUNITIES TRUST VIRTUS EMERGING MARKETS DEBT FUND SUBADVISORY AGREEMENT
Subadvisory Agreement • January 25th, 2013 • Virtus Opportunities Trust • Delaware

Virtus Opportunities 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 Virtus Emerging Markets Debt Fund (collectively, sometimes hereafter referred to as the “Series”).

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VP Distributors, LLC. Hartford, CT 06103
Sales Agreement • January 25th, 2013 • Virtus Opportunities 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”.

FOURTEENTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 25th, 2013 • Virtus Opportunities Trust

THIS AMENDMENT effective as of the 6th day of February, 2012 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, and amended as of June 8, 2006, June 27, 2007, September 24, 2007, January 31, 2008, October 1, 2008, March 2, 2009, May 29, 2009, September 29, 2009, January 1, 2010, June 30, 2010, September 14, 2010, January 1, 2011 and March 15, 2011 (the “Agreement”) by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Trust”), and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”), as follows:

SIXTEENTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 25th, 2013 • Virtus Opportunities Trust

THIS AMENDMENT effective as of the 18th day of December, 2012 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, and amended as of June 8, 2006, June 27, 2007, September 24, 2007, January 31, 2008, October 1, 2008, March 2, 2009, May 29, 2009, September 29, 2009, January 1, 2010, June 30, 2010, September 14, 2010, January 1, 2011, March 15, 2011, February 6, 2012 and August 28, 2012 (the “Agreement”), by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Trust”), and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”), as follows:

SEVENTH AMENDMENT to AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • January 25th, 2013 • Virtus Opportunities Trust

THIS AMENDMENT made effective as of the 18th day of December, 2012 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, LLC (formerly VP Distributors, Inc.) (the “Administration Agreement”) as herein below provided.

FIFTEENTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT VIRTUS OPPORTUNITIES TRUST
Expense Limitation Agreement • January 25th, 2013 • Virtus Opportunities Trust • Delaware

This Fifteenth Amended and Restated Expense Limitation Agreement (the “Agreement”), effective as of August 28, 2012, amends and restates that certain Amended & Restated Expense Limitation Agreement effective as of August 8, 2012, by and between Virtus Opportunities 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”).

VIRTUS OPPORTUNITIES TRUST VIRTUS HERZFELD FUND SUBADVISORY AGREEMENT
Virtus Herzfeld Fund • January 25th, 2013 • Virtus Opportunities Trust • Delaware

Virtus Opportunities Trust (the “Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940, as amended (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 Virtus Herzfeld Fund (collectively, sometimes hereafter referred to as the “Series”).

SIXTH AMENDMENT to MASTER CUSTODY AGREEMENT
Master Custody Agreement • January 25th, 2013 • Virtus Opportunities Trust

THIS AMENDMENT made effective as of the 28th day of August, 2012 amends that certain Master Custody Agreement, dated as of November 5, 2009, and amended September 14, 2010, February 25, 2011, March 15, 2011, July 18, 2011 and December 9, 2011, between the Funds listed on Exhibit A thereto and The Bank of New York Mellon (the “Master Custody Agreement”) as herein below provided.

FIFTH AMENDMENT to MASTER CUSTODY AGREEMENT
Master Custody Agreement • January 25th, 2013 • Virtus Opportunities 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.

SEVENTH AMENDMENT to MASTER CUSTODY AGREEMENT
Master Custody Agreement • January 25th, 2013 • Virtus Opportunities Trust

THIS AMENDMENT made effective as of the 18th day of December, 2012 amends that certain Master Custody Agreement, dated as of November 5, 2009, and amended September 14, 2010, February 25, 2011, March 15, 2011, July 18, 2011, December 9, 2011 and August 28, 2012, between the Funds listed on Exhibit A thereto and The Bank of New York Mellon (the “Master Custody Agreement”) as herein below provided.

VIRTUS OPPORTUNITIES TRUST Virtus Global Commodities Stock Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • January 25th, 2013 • Virtus Opportunities Trust • Delaware

Virtus Opportunities Trust (“Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940, as amended (“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 (collectively, sometimes hereinafter referred to as the “Series”).

FIFTEENTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 25th, 2013 • Virtus Opportunities Trust

THIS AMENDMENT effective as of the 28th day of August, 2012 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, and amended as of June 8, 2006, June 27, 2007, September 24, 2007, January 31, 2008, October 1, 2008, March 2, 2009, May 29, 2009, September 29, 2009, January 1, 2010, June 30, 2010, September 14, 2010, January 1, 2011, March 15, 2011 and February 6, 2012 (the “Agreement”), by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Trust”), and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”), as follows:

THIRD AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • January 25th, 2013 • Virtus Opportunities Trust

This Amendment, effective as of January 1, 2013, 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 Virtus Fund Services, LLC (hereinafter referred to as the “Transfer Agent”).

SIXTH AMENDMENT to AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • January 25th, 2013 • Virtus Opportunities Trust

THIS AMENDMENT made effective as of the 28th day of August, 2012 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, LLC (formerly VP Distributors, Inc.) (the “Administration Agreement”) as herein below provided.

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