SEVENTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

SEVENTH AMENDMENT

TO AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

THIS AMENDMENT effective as of the 25^th 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:

1. All references to Virtus Value Opportunities Fund are hereby deleted from the Agreement and Virtus Quality Large-Cap Value Fund is substituted in its place.

2. Schedule A is hereby deleted and Schedule A attached hereto is substituted in its place to reflect changes in Virtus Quality Small-Cap Fund’s and Virtus Small-Cap Core Fund’s investment advisory fee.

3. Except as expressly amended hereby, all provisions of the Agreement shall remain in full force and effect and are unchanged in all other respects. All initial capitalized terms used but not defined herein shall have such meanings as ascribed thereto in the Agreement, as amended.

4. This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

IN WITNESS WHEREOF, the parties hereto intending to be legally bound have caused this Agreement to be executed by their duly authorized officers or other representatives.

VIRTUS EQUITY TRUST
By:		/s/ Xxxxxx X. Xxxxxxx
Name:		Xxxxxx X. Xxxxxxx
Title:		President
VIRTUS INVESTMENT ADVISERS, INC.
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Senior Vice President

SCHEDULE A

Series		Investment Advisory Fee
Virtus Small-Cap Core Fund		0.75	%
Virtus Quality Small-Cap Fund		0.70	%

		1st $1 Billion			$1+ Billion through $2 Billion			$2+ Billion
Virtus Balanced Fund		0.55	%		0.50	%		0.45	%
Virtus Growth & Income Fund		0.75	%		0.70	%		0.65	%
Virtus Mid-Cap Core Fund		0.80	%		0.75	%		0.70	%
Virtus Quality Large-Cap Value Fund		0.75	%		0.70	%		0.65	%
Virtus Strategic Growth Fund		0.70	%		0.65	%		0.60	%
Virtus Tactical Allocation Fund		0.70	%		0.65	%		0.60	%

		1st $400 Million			$400+ Million through $1 Billion			$1+ Billion
Virtus Small-Cap Sustainable Growth Fund		0.90	%		0.85	%		0.80	%
		1st $50 Million			Next $450 Million			Over $500 Million
Virtus Small-Cap Growth Fund		1.00	%		0.90	%		0.80	%

		1st $500 Million			Over $500 Million
Virtus Mid-Cap Growth Fund		0.80	%		0.70	%
		1st $1 Billion			$1+ Billion
Virtus Mid-Cap Value Fund		0.75	%		0.70	%

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