0001193125-13-253363 Sample Contracts

VIRTUS OPPORTUNITIES TRUST Virtus International Equity Fund INTERIM SUBADVISORY AGREEMENT
Interim Subadvisory Agreement • June 10th, 2013 • Virtus Opportunities Trust • Delaware

Virtus Opportunities Trust (the “Fund”) 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 Fund are offered or may be offered in several series, including Virtus International Equity Fund

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • June 10th, 2013 • Virtus Opportunities Trust • Delaware

This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment and Assumption Agreement”) dated as of January 1, 2013, (the “Effective Date”) among F-Squared Investments, Inc. (“Assignor”), a Delaware corporation and a wholly owned subsidiary of F-Squared Investment Management, LLC (“F-Squared Holding Company”), F-Squared Institutional Advisors, LLC (“Assignee”), a Delaware limited liability company and a wholly owned subsidiary of F-Squared Holding Company, Virtus Investment Advisers, Inc. (“Investment Adviser”) and Virtus Opportunities Trust (the “Trust”) on behalf of its series, Virtus AlphaSector Rotation Fund (the “Fund”).

EIGHTEENTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT VIRTUS OPPORTUNITIES TRUST
Expense Limitation Agreement • June 10th, 2013 • Virtus Opportunities Trust • Delaware

This Eighteenth Amended and Restated Expense Limitation Agreement (the “Agreement”), effective as of June 10, 2013, amends and restates that certain Amended & Restated Expense Limitation Agreement effective as of December 18, 2012, 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”).

SECOND AMENDED AND RESTATED FEE WAIVER AGREEMENT VIRTUS OPPORTUNITIES TRUST
Fee Waiver Agreement • June 10th, 2013 • Virtus Opportunities Trust • Delaware

This Second Amended and Restated Fee Waiver Agreement (the “Agreement”), effective as of March 17, 2011, is 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 Distributor of each of the Funds, VP Distributors, Inc., a Connecticut corporation (the “Distributor”).

SIXTH AMENDMENT to SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • June 10th, 2013 • Virtus Opportunities Trust

THIS AMENDMENT made effective as of the 10th day of June, 2013 amends that certain sub-administration and accounting services agreement, dated as of January 1, 2010, as amended, among the Funds listed on Exhibit A and the Portfolios listed on Exhibit B, Virtus Fund Services, LLC (successor in interest to VP Distributors, LLC (formerly VP Distributors, Inc.)) and BNY Mellon Investment Servicing (US) Inc. (formerly known as PNC Global Investment Servicing (U.S.) Inc.) (the “Sub-Administration Agreement”) as herein below provided.

VIRTUS OPPORTUNITIES TRUST SUBADVISORY AGREEMENT Virtus Low Volatility Equity Fund June 10, 2013
Virtus Opportunities Trust • June 10th, 2013 • Virtus Opportunities Trust • Delaware

Virtus Opportunities Trust (the “Fund”) 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 Fund are offered or may be offered in several series, including Virtus Low Volatility Equity Fund (collectively, sometimes hereafter referred to as the “Series”).

EIGHTH AMENDMENT to AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • June 10th, 2013 • Virtus Opportunities Trust

THIS AMENDMENT made effective as of the 10th day of June 2013 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 Virtus Fund Services, LLC (successor in interest to VP Distributors, LLC (formerly VP Distributors, Inc.)) (the “Administration Agreement”) as herein below provided.

SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 10th, 2013 • Virtus Opportunities Trust

THIS AMENDMENT effective as of the 10th day of June, 2013 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, June 30, 2010, September 14, 2010, January 1, 2011, March 15, 2011, February 6, 2012, August 28, 2012 and December 18, 2012, (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:

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