Virtus Asset Trust Sample Contracts

Exhibit h.3
Transfer Agency and Service Agreement • April 25th, 2005 • Phoenix-Kayne Funds
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Exhibit (h)(7)
Expense Limitation Agreement • April 23rd, 2007 • Phoenix Asset Trust • Delaware
Exhibit (d)(1)
Investment Advisory Agreement • April 23rd, 2007 • Phoenix Asset Trust • Delaware
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF PHOENIX ASSET TRUST
Agreement and Declaration of Trust • April 23rd, 2007 • Phoenix Asset Trust • Delaware
FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • June 14th, 2002 • Kayne Anderson Rudnick Mutual Funds • Connecticut
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF VIRTUS ASSET TRUST
Agreement and Declaration of Trust • June 22nd, 2017 • Virtus Asset Trust • Delaware

WHEREAS, there exists a certain Agreement and Declaration of Trust entitled Virtus Asset Trust (“Original Agreement”); and

FOURTH AMENDMENT TO AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT
Financial Agent Agreement • April 26th, 2006 • Phoenix-Kayne Funds
Exhibit g.4
Master Custodian Contract • April 25th, 2005 • Phoenix-Kayne Funds
VIRTUS ASSET TRUST Virtus SGA International Growth Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • April 27th, 2020 • Virtus Asset Trust • Delaware

Virtus Asset Trust (the “Trust”) 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 Trust are offered or may be offered in several series, including Virtus SGA International Growth Fund (sometimes hereafter referred to as the “Series”).

WITNESSETH:
Operating Expenses Agreement • April 30th, 1999 • Kayne Anderson Mutual Funds • California
SECURITIES LENDING AUTHORIZATION AGREEMENT
Securities Lending Authorization Agreement • April 26th, 2006 • Phoenix-Kayne Funds • Massachusetts
AMENDMENT TO SCHEDULE A of ADMINISTRATION AGREEMENT
Administration Agreement • October 17th, 2007 • Phoenix Equity Series Fund

THIS AMENDMENT made effective as of the 27th day of June, 2007 amends that certain administration agreement, dated as of July 1, 2006 between the trusts listed on Schedule A (each, a “Trust” and together the “Trusts”) including the funds listed under each Trust (each, a “Fund” and together the “Funds”) and Phoenix Equity Planning Corporation, a Connecticut Corporation (the “Administration Agreement”) as herein below provided.

SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 23rd, 2018 • Virtus Asset Trust • Delaware

This Second Amended and Restated Expense Limitation Agreement (the “Agreement”), effective as of July 23, 2018, amends and restates that certain First Amended and Restated Expense Limitation Agreement effective as of September 18, 2017, 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”).

TENTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 26th, 2021 • Virtus Asset Trust • Delaware

This Tenth Amended and Restated Expense Limitation Agreement (the “Agreement”), effective as of December 1, 2020, amends and restates that certain Ninth Amended and Restated Expense Limitation Agreement effective as of October 19, 2020, 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”).

Form of Amendment To Sub-Transfer Agency And Shareholder Services Agreement
Sub-Transfer Agency and Shareholder Services Agreement • April 25th, 2019 • Virtus Asset Trust

This Amendment To Sub-Transfer Agency And Shareholder Services Agreement, dated as of March 22, 2019 ("Amendment"), is being entered into by and among BNY Mellon Investment Servicing (US) Inc. ("BNYM"), Virtus Fund Services, LLC ("Company") and each of the "Funds", which is hereby defined to mean each of the Investment Companies and each Portfolio of each such Investment Company listed on Schedule B to the Amended Agreement (as defined below).

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".

SUB-TRANSFER AGENCY AND SERVICE AGREEMENT between PHOENIX EQUITY PLANNING CORPORATION and STATE STREET BANK AND TRUST COMPANY
Sub-Transfer Agency and Service Agreement • June 14th, 2002 • Kayne Anderson Rudnick Mutual Funds • Massachusetts
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Virtus Mutual Funds and Available Share Classes
Sales Agreement • April 25th, 2022 • Virtus Asset Trust

*The Virtus KAR Small-Cap Core Fund and the Virtus KAR Small-Cap Growth Fund are no longer available for purchases to new investors, subject to limited exceptions. These funds continue to be available for purchases by existing investors. See the prospectus and SAI for possible exceptions and additional information.

Virtus Mutual Funds Sales Agreement Amended Annex A – March 2024 VP Distributors, LLC
Virtus Mutual Funds Sales Agreement • April 24th, 2024 • Virtus Asset Trust

*The Virtus KAR Small-Cap Core Fund is no longer available for purchases to new investors, subject to limited exceptions. The fund continues to be available for purchase by existing investors. See the prospectus and SAI for possible exceptions and additional information.

SIXTEENTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT VIRTUS ASSET TRUST
Expense Limitation Agreement • January 25th, 2024 • Virtus Asset Trust • Delaware

This Sixteenth Amended and Restated Expense Limitation Agreement (the “Agreement”), effective as of February 23, 2024, amends and restates that certain Fifteenth Amended and Restated Expense Limitation Agreement effective as of January 1, 2024, 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”).

FORM OF JOINDER AGREEMENT AND AMENDMENT TO THE INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 22nd, 2017 • Virtus Asset Trust

This Joinder Agreement and Amendment to the Indemnification Agreement (this “Amendment”) is effective as of February 27, 2017 by and between (i) each trust whose name is set forth on the signature page (each such trust hereafter referred to as the “Trust”), acting on behalf of itself and each of its portfolio series, whether existing on the date hereof (as listed on Appendix A hereto) or subsequently established (the “Series”) and (ii) the trustee of the Trust whose name is set forth on the signature page (the “Trustee”).

UNDERWRITING AGREEMENT
Underwriting Agreement • June 22nd, 2017 • Virtus Asset Trust • Delaware

THIS AGREEMENT made as of this 12th day of June, 2017, by and between Virtus Asset Trust, a Delaware statutory trust having a place of business located at 101 Munson Street, Greenfield, Massachusetts (the “Fund”) and VP Distributors, LLC, a Delaware limited liability company having a place of business located at 100 Pearl Street, Hartford, Connecticut 06103 (the “Underwriter”).

TWELFTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 25th, 2022 • Virtus Asset Trust • Delaware

This Twelfth Amended and Restated Expense Limitation Agreement (the “Agreement”), effective as of December 1, 2021, amends and restates that certain Eleventh Amended and Restated Expense Limitation Agreement effective as of April 26, 2021, 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”).

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”).

FIFTEENTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT VIRTUS ASSET TRUST
Expense Limitation Agreement • March 8th, 2024 • Virtus Asset Trust • Delaware

This Fifteenth Amended and Restated Expense Limitation Agreement (the “Agreement”), effective as of January 1, 2024, amends and restates that certain Fourteenth Amended and Restated Expense Limitation Agreement effective as of January 1, 2023, 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”).

Amendment to Master Custodian Agreement
Master Custodian Agreement • June 22nd, 2017 • Virtus Asset Trust • Massachusetts

This Amendment to Master Custodian Agreement is made as of May 26, 2017, by and among each management company identified on Appendix A hereto (each such management investment company and each management investment company made subject to the Agreement (as defined below) in accordance with Section 18.5 thereof, shall hereinafter be referred to as, the “Fund”) and State Street Bank and Trust Company (the “Custodian”).

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