0001193125-13-304571 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 26th, 2013 • Virtus Equity Trust • Delaware

This Indemnification Agreement (this “Agreement”) is made as of March 18, 2013 by and between (i) each Delaware statutory trust whose name is set forth on the signature page (each such trust hereafter referred to as the “Trust”), acting on behalf of itself and each of its portfolio series, whether existing on the date hereof (as listed on Appendix A hereto) or subsequently established (the “Series”) and (ii) the trustee of the Trust whose name is set forth on the signature page (the “Trustee”).

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FEE WAIVER AGREEMENT VIRTUS EQUITY TRUST
Fee Waiver Agreement • July 26th, 2013 • Virtus Equity Trust • Delaware

This Amended and Restated Fee Waiver Agreement (the “Agreement”) is effective as of October 26, 2012, by and between Virtus Equity 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 EQUITY TRUST
Expense Limitation Agreement • July 26th, 2013 • Virtus Equity Trust • Delaware

This Eighth Amended and Restated Expense Limitation Agreement (the “Agreement”), effective as of November 10, 2010, amends and restates that certain Seventh Amended and Restated Expense Limitation Agreement effective as of June 25, 2010 by and between Virtus Equity 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”).

NINTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT VIRTUS EQUITY TRUST
Expense Limitation Agreement • July 26th, 2013 • Virtus Equity Trust • Delaware

This Ninth Amended and Restated Expense Limitation Agreement (the “Agreement”) effective as of January 1, 2013 amends and restates that certain Eighth Amended and Restated Expense Limitation Agreement effective as of November 10, 2010, by and between Virtus Equity 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”).

VIRTUS EQUITY TRUST VIRTUS GROWTH & INCOME FUND SUBADVISORY AGREEMENT
Subadvisory Agreement • July 26th, 2013 • Virtus Equity Trust • Delaware

Virtus Equity 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 Growth & Income Fund (collectively, sometimes hereafter referred to as the “Series”).

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