0001193125-09-075586 Sample Contracts

VP Distributors, Inc. Hartford, CT 06103
Sales Agreement • April 8th, 2009 • Virtus Equity Trust • Connecticut

VP Distributors, Inc. (“VPD”, “we”, “us”, or “our”) invites you to participate in the sale and distribution of shares of registered investment companies (which shall collectively be referred to hereinafter as the “Funds”) for which we are national distributor or principal underwriter, and which may be listed in Annex A hereto which such Annex may be amended by us from time to time. Upon acceptance of this 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 such shares. For the purposes hereof, the above referenced dealer shall be referred to as “you”.

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AMENDMENT to Sub-Transfer Agency and Service Agreement Between Phoenix Equity Planning Corporation and Boston Financial Data Services, Inc.
Sub-Transfer Agency and Service Agreement • April 8th, 2009 • Virtus Equity Trust

This Amendment is effective as of July 1, 2008 (the “Effective Date”), between Phoenix Equity Planning Corporation (the “Transfer Agent”) and Boston Financial Data Services, Inc. (the “Sub-Transfer Agent”). The Transfer Agent and the Sub-Transfer Agent are parties to a Sub-Transfer Agency and Service Agreement dated January 1, 2005, as amended (the “Agreement”). In accordance with Section 15.1 (Amendment) of the Agreement, the parties desire to amend the Agreement as set forth herein.

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