0000891092-16-012760 Sample Contracts

VIRTUS ETF TRUST II SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 26th, 2016 • Virtus ETF Trust II • Delaware

Virtus ETF Trust II (the “Trust”) 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 Trust are offered or may be offered in several Funds, including Virtus Japan Alpha ETF (sometimes hereafter referred to as the “Fund”).

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EXPENSE LIMITATION AGREEMENT Virtus ETF Trust II
Expense Limitation Agreement • February 26th, 2016 • Virtus ETF Trust II

This Agreement is into effective as of ________ ___, 2016, by and between the VIRTUS JAPAN ALPHA ETF (the “Fund”), a series of shares of Virtus ETF Trust II, a Delaware statutory trust (the “Trust”) and VIRTUS ETF ADVISERS LLC, a Delaware limited liability company (the “Adviser”).

FIRST AMENDMENT TO THE
Advisory Agreement • February 26th, 2016 • Virtus ETF Trust II

THIS FIRST AMENDMENT dated as of the _____ day of _______, 2016, to the Advisory Agreement, dated as of January 4, 2016 (the “Advisory Agreement”), is entered into by and between VIRTUS ETF TRUST II (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and Virtus ETF Advisers LLC, a Delaware limited liability company with its principal place of business at 1540 Broadway, New York, NY 10036 (the “Adviser”).

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