0001193125-10-216428 Sample Contracts

VP Distributors, Inc. Hartford, CT 06103
Sales Agreement • September 24th, 2010 • 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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FIRST AMENDMENT to RULE 17f-5 AND RULE 17f-7 UNDER THE INVESTMENT COMPANY ACT OF 1940 LETTER AGREEMENT
Letter Agreement • September 24th, 2010 • Virtus Equity Trust

THIS AMENDMENT made effective as of the 30th day of June, 2010 amends that certain Rule 17f-5 (“Rule 17f-5”) and Rule 17f-7 (“Rule 17f-7”) under the Investment Company Act of 1940 letter agreement, dated as of November 23, 2009, between the Funds listed on Exhibit A including the Portfolios listed beside each Fund and PFPC Trust Company (the “Rule 17f-5 and 17f-7 Letter Agreement”) as herein below provided.

FIRST AMENDMENT to FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • September 24th, 2010 • Virtus Equity Trust

THIS AMENDMENT made effective as of the 14th day of September, 2010 amends that certain Foreign Custody Manager Agreement, dated as of November 5, 2009, between the Funds listed on Annex I thereto and The Bank of New York Mellon (the “Foreign Custody Manager Agreement”) as herein below provided.

THIRD AMENDMENT to AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • September 24th, 2010 • Virtus Equity Trust

THIS AMENDMENT made effective as of the 14th day of September, 2010 amends that certain amended and restated administration agreement, dated as of January 1, 2010, as amended, between the Trusts listed on Schedule A including the Funds listed under each Trust and VP Distributors, Inc. (the “Administration Agreement”) as herein below provided.

FIRST AMENDMENT to MASTER CUSTODY AGREEMENT
Master Custody Agreement • September 24th, 2010 • Virtus Equity Trust • New York

THIS AMENDMENT made effective as of the 14th day of September, 2010 amends that certain Master Custody Agreement, dated as of November 5, 2009, between the Funds listed on Exhibit A thereto and The Bank of New York Mellon (the “Master Custody Agreement”) as herein below provided.

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