0001104659-20-100852 Sample Contracts

VIRTUS OPPORTUNITIES TRUST Virtus FORT Trend Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • August 31st, 2020 • Virtus Opportunities Trust • Delaware

Virtus Opportunities 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 (sometimes hereafter referred to as the “Series”), including Virtus FORT Trend Fund.

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VATS OFFSHORE FUND, LTD. SUBADVISORY AGREEMENT
Subadvisory Agreement • August 31st, 2020 • Virtus Opportunities Trust • Delaware

VATS Offshore Fund, Ltd. (the “Fund”) is a wholly-owned subsidiary of Virtus FORT Trend Fund (the “Series”), a series of Virtus Opportunities Trust (the “Trust”), an open-end investment company of the series type registered under the Investment Company Act of 1940, as amended (the “Act”), and subject to the rules and regulations promulgated thereunder.

VATS OFFSHORE FUND, LTD. INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 31st, 2020 • Virtus Opportunities Trust • Delaware

THIS AGREEMENT, effective as of the 31st day of August, 2020, (the “Contract Date”) by and between Virtus Alternative Investment Advisers, Inc., a Connecticut corporation (the “Adviser”), and VATS Offshore Fund, Ltd. (the “Company”), a Cayman Islands exempted company and a wholly-owned subsidiary of Virtus FORT Trend Fund (formerly known as Virtus Rampart Equity Trend Fund) (the “Fund”), a series of Virtus Opportunities Trust (the “Trust”), a Delaware statutory trust and open-end investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) .. The purpose of the Company is to facilitate the implementation of the Fund’s investment strategies.

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • August 31st, 2020 • Virtus Opportunities Trust • Delaware

This Amended and Restated Expense Limitation Agreement (the “Agreement”) effective as of September 1, 2020, amends and restates that certain Thirty-Eighth Amended and Restated Expense Limitation Agreement effective as of December 1, 2019 by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Registrant”), on behalf of the Virtus FORT Trend Fund (the “Fund”) and the Adviser of the Fund, Virtus Alternative Investment Advisers, Inc. (the “Adviser”) solely with respect to the Fund (as assigned by the former investment adviser to the Fund, Virtus Investment Advisers, Inc.).

AGREEMENT OF ASSIGNMENT OF THIRTY-EIGHTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT SOLEY WITH RESPECT TO VIRTUS FORT TREND FUND
Assignment Agreement • August 31st, 2020 • Virtus Opportunities Trust

This Agreement of Assignment (“Agreement of Assignment”) effective as of September 1, 2020 (the “Effective Date”) is being provided pursuant to Paragraph 5 of the Thirty-Eighth Amended and Restated Expense Limitation Agreement (the “Expense Limitation Agreement”) dated December 1, 2019, solely with respect to Virtus FORT Trend Fund (fka Virtus Rampart Equity Trend Fund) (the “Fund”), and is by and among Virtus Opportunities Trust, a Delaware statutory trust (the “Trust”), Virtus Investment Advisers, Inc., a Massachusetts corporation, (the “Adviser” and the Trust together, collectively the “Assignor”) and Virtus Alternative Investment Advisers, Inc. (the “Assignee”).

TRANSFER AND ASSUMPTION OF AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Transfer and Assumption Agreement • August 31st, 2020 • Virtus Opportunities Trust

This Transfer and Assumption Agreement (“Transfer and Assumption Agreement”) effective as of September 1, 2020 (the “Effective Date”) is being provided pursuant to Paragraph 14 of the Amended and Restated Investment Advisory Agreement dated November 20, 2002, as amended, (the “Investment Advisory Agreement”) solely with respect to Virtus Fort Trend Fund (fka Virtus Rampart Equity Trend Fund) (the “Fund”), and is by and among Virtus Opportunities Trust, a Delaware statutory trust (the “Trust”), Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser” and the Trust together, collectively the “Transferor”) and Virtus Alternative Investment Advisers, Inc. (“VAIA” the “Transferee”).

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