0001193125-11-016093 Sample Contracts

AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT between VIRTUS MUTUAL FUNDS and VP DISTRIBUTORS, INC.
Transfer Agency and Service Agreement • January 27th, 2011 • Virtus Opportunities Trust • Connecticut

This AGREEMENT, effective the 1st day of January, 2010, is made by and between the undersigned entities (the series of which are hereinafter each referred to as the “Fund” and collectively referred to as the “Virtus Mutual Funds”) and VP DISTRIBUTORS, INC. (hereinafter referred to as the “Transfer Agent”). This Agreement supercedes any previous Transfer Agency and Service Agreement entered into between the above-referenced parties.

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ELEVENTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 27th, 2011 • Virtus Opportunities Trust

THIS AMENDMENT effective as of the 14th day of September, 2010 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, and amended as of June 8, 2006, June 27, 2007, September 24, 2007, January 31, 2008, October 1, 2008, March 2, 2009, May 29, 2009, September 29, 2009, January 1, 2010 and June 30, 2010 (the “Agreement”) by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Trust”), and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”), as follows:

FIRST AMENDMENT TO SUBADVISORY AGREEMENT
To Subadvisory Agreement • January 27th, 2011 • Virtus Opportunities Trust

THIS AMENDMENT effective as of the 1st day of January, 2010 amends that certain Subadvisory Agreement effective January 10, 2008, (the “Agreement”), among Virtus Opportunities Trust (the “Fund”), a Delaware statutory trust on behalf of its series Virtus Market Neutral Fund (formerly known as Phoenix Market Neutral Fund) (the “Series”), Virtus Investment Advisers, Inc. (formerly known as Phoenix Investment Counsel, Inc.), a Massachusetts corporation (the “Adviser”) and The Boston Company Asset Management, LLC, a Massachusetts limited liability company (the “Subadviser”) as follows:

FOURTH AMENDMENT to AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • January 27th, 2011 • Virtus Opportunities Trust

THIS AMENDMENT is made effective as of the 1st day of January 2011, and amends that certain amended and restated administration agreement, dated as of January 1, 2010 between the trusts listed on Schedule A (each, a “Trust” and together the “Trusts”) including the funds listed under each Trust commonly known as Virtus Mutual Funds (each, a “Fund” and together the “Funds”) and VP Distributors, Inc. (the “Administrator”) (the “Administration Agreement”), as herein below provided.

SECOND AMENDMENT to AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • January 27th, 2011 • Virtus Opportunities Trust

THIS AMENDMENT made effective as of the 30th day of June, 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 SUBADVISORY AGREEMENT
To Subadvisory Agreement • January 27th, 2011 • Virtus Opportunities Trust

THIS AMENDMENT effective as of the 30th day of June, 2010 amends that certain Subadvisory Agreement effective September 29, 2009 (the “Agreement”) among Virtus Opportunities Trust (the “Fund”), a Delaware statutory trust on behalf of its series Virtus AlphaSector Allocation Fund and Virtus AlphaSector Rotation Fund (each, a “Series”), Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”) and F-Squared Investments, Inc., a Delaware corporation (the “Subadviser”) as follows:

FOURTH AMENDMENT TO SUBADVISORY AGREEMENT
To Subadvisory Agreement • January 27th, 2011 • Virtus Opportunities Trust

THIS AMENDMENT effective as of the 1st day of January, 2010 amends that certain Subadvisory Agreement effective September 24, 2007, as amended as of January 1, 2009, as of January 28, 2009 and as of April 21, 2009 (the “Agreement”) among Virtus Opportunities Trust (the “Fund”), a Delaware statutory trust on behalf of its series Virtus Foreign Opportunities Fund, Virtus Global Opportunities Fund, Virtus Greater Asia ex Japan Opportunities Fund and Virtus Greater European Opportunities Fund (each, a “Series”), Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”) and Vontobel Asset Management, Inc., a New York corporation (the “Subadviser”) as follows:

FIFTH AMENDMENT TO SUBADVISORY AGREEMENT
To Subadvisory Agreement • January 27th, 2011 • Virtus Opportunities Trust

THIS AMENDMENT effective as of the 1st day of January, 2010 amends that certain Subadvisory Agreement effective July 1, 1998, as amended as of July 1, 1998, as of November 20, 2002, as of September 1, 2006 and as of June 27, 2007 (the “Agreement”) among Virtus Opportunities Trust (formerly known as Phoenix Opportunities Trust) (the “Trust”), a Delaware statutory trust on behalf of its series Virtus Bond Fund (formerly known as Phoenix Bond Fund) and Virtus High Yield Fund (formerly known as Phoenix High Yield Fund) (the “Fund”), Virtus Investment Advisers, Inc. (formerly known as Phoenix Investment Counsel, Inc.), a Massachusetts corporation (the “Adviser”) and SCM Advisors, LLC, a California limited liability company (the “Subadviser”) as follows:

FIRST AMENDMENT to AMENDED AND RESTATED ADMINISTRATION AGREEMENT and TERMINATION of LETTER AGREEMENT
Administration Agreement • January 27th, 2011 • Virtus Opportunities Trust

THIS AMENDMENT and TERMINATION is made effective as of the 14th day of April, 2010, and amends that certain amended and restated administration agreement, dated as of January 1, 2010 between the trusts listed on Schedule A (each, a “Trust” and together the “Trusts”) including the funds listed under each Trust commonly known as Virtus Mutual Funds (each, a “Fund” and together the “Funds”) and VP Distributors, Inc. (the “Administrator”) (the “Administration Agreement”) and terminates that certain letter agreement dated as of January 1, 2010 between the Trusts and the Administrator (the “Letter Agreement”), as herein below provided.

THIRD AMENDMENT to AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • January 27th, 2011 • Virtus Opportunities 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.

TENTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT VIRTUS OPPORTUNITIES TRUST
Expense Limitation Agreement • January 27th, 2011 • Virtus Opportunities Trust • Delaware

This Tenth Amended and Restated Expense Limitation Agreement (the “Agreement”) effective as of April 14, 2010 amends and restates that certain Amended & Restated Expense Limitation Agreement effective as of April 1, 2010 by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Registrant”), on behalf of each series of the Registrant listed in Appendix A (each a “Fund” and collectively, the “Funds”) and the Adviser of each of the Funds, Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

EIGHTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT VIRTUS OPPORTUNITIES TRUST
Expense Limitation Agreement • January 27th, 2011 • Virtus Opportunities Trust • Delaware

This Eighth Amended and Restated Expense Limitation Agreement (the “Agreement”) effective as of January 1, 2010 amends those certain Expense Limitation Agreements effective as of February 1, 2006 and June 8, 2006, as amended and restated effective also as of June 8, 2006, June 27, 2007, August 23, 2007, September 24, 2007, January 31, 2008, March 2, 2009 and April 21, 2009 by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Registrant”), on behalf of each series of the Registrant listed in Appendix A (each a “Fund” and collectively, the “Funds”) and the Adviser of each of the Funds, Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

THIRD AMENDMENT TO SUBADVISORY AGREEMENT
To Subadvisory Agreement • January 27th, 2011 • Virtus Opportunities Trust

THIS AMENDMENT effective as of the 1st day of January, 2010 amends that certain Subadvisory Agreement effective June 27, 2007, as amended as of September 24, 2007 and as of March 2, 2009 (the “Agreement”) among Virtus Opportunities Trust (the “Fund”), a Delaware statutory trust on behalf of its series Virtus Global Infrastructure Fund, Virtus Global Real Estate Securities Fund, Virtus International Real Estate Securities Fund and Virtus Real Estate Securities Fund (each a “Series”), Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”) and Duff & Phelps Investment Management Co., an Illinois corporation (the “Subadviser”) as follows:

NINTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT VIRTUS OPPORTUNITIES TRUST
Expense Limitation Agreement • January 27th, 2011 • Virtus Opportunities Trust • Delaware

This Ninth Amended and Restated Expense Limitation Agreement (the “Agreement”) effective as of April 1, 2010 amends and restates that certain Expense Limitation Agreement effective as of January 1, 2010 by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Registrant”), on behalf of each series of the Registrant listed in Appendix A (each a “Fund” and collectively, the “Funds”) and the Adviser of each of the Funds, Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • January 27th, 2011 • Virtus Opportunities Trust

This Amendment, effective as of April 14, 2010, is made by and between the undersigned entities (hereinafter each referred to as the “Fund” and collectively referred to as the “Virtus Mutual Funds”) and VP Distributors, Inc. (hereinafter referred to as the “Transfer Agent”). The Transfer Agent and the Virtus Mutual Funds are parties to an Amended and Restated Transfer Agency and Service Agreement dated January 1, 2010 (the “Agreement”). In accordance with Article 11 of the Agreement the parties desire to amend the Agreement as set forth herein.

NINTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 27th, 2011 • Virtus Opportunities Trust • Delaware

THIS AMENDMENT effective as of the 1st day of January, 2010 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, as Amended as of June 8, 2006, as of June 27, 2007, as of September 24, 2007, as of January 31, 2008, as of October 1, 2008, as of March 2, 2009, as of May 29, 2009 and as of September 29, 2009 (the “Agreement”) by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Trust”) and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”) as follows:

ELEVENTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT VIRTUS OPPORTUNITIES TRUST
Expense Limitation Agreement • January 27th, 2011 • Virtus Opportunities Trust • Delaware

This Eleventh Amended and Restated Expense Limitation Agreement (the “Agreement”) effective as of June 30, 2010 amends and restates that certain Amended & Restated Expense Limitation Agreement effective as of April 14, 2010 by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Registrant”), on behalf of each series of the Registrant listed in Appendix A (each a “Fund” and collectively, the “Funds”) and the Adviser of each of the Funds, Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

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