0001571049-14-000181 Sample Contracts

to SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • January 28th, 2014 • Virtus Opportunities Trust

THIS AMENDMENT made effective as of the 18th day of December, 2013, amends that certain sub-administration and accounting services agreement, dated as of January 1, 2010, as amended, among the Funds listed on Exhibit A and the Portfolios listed on Exhibit B, Virtus Fund Services, LLC (successor in interest to VP Distributors, LLC (formerly VP Distributors, Inc.)) and BNY Mellon Investment Servicing (US) Inc. (formerly known as PNC Global Investment Servicing (U.S.) Inc.) (the “Sub-Administration Agreement”) as herein below provided.

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NINETEENTH AMENDED AND RESTATED FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 28th, 2014 • Virtus Opportunities Trust • Delaware

This Nineteenth Amended and Restated Expense Limitation Agreement (the “Agreement”), effective as of December 18, 2013, amends and restates that certain Amended & Restated Expense Limitation Agreement effective as of June 10, 2013, 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”).

to AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • January 28th, 2014 • Virtus Opportunities Trust

THIS AMENDMENT made effective as of the 18th day of December, 2013 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 Virtus Fund Services, LLC (successor in interest to VP Distributors, LLC (formerly VP Distributors, Inc.)) (the “Administration Agreement”) as herein below provided.

EIGHTEENTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 28th, 2014 • Virtus Opportunities Trust

THIS AMENDMENT effective as of the 18th day of December, amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, and amended as of June 10, 2013, 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, August 28, 2012 and December 18, 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:

FIRST AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • January 28th, 2014 • Virtus Opportunities Trust

THIS AMENDMENT effective as of the 18th day of December, 2013, amends that certain Subadvisory Agreement effective August 28, 2012, (the “Agreement”) among Virtus Opportunities Trust (the “Trust”), a Delaware statutory trust on behalf of its series Virtus International Small-Cap Equity Fund (the “Fund”), Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”) and Kayne Anderson Rudnick Investment Management, LLC Newfleet Asset Management, LLC, a California limited liability company (the “Subadviser”) as follows:

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