0001571049-15-001929 Sample Contracts

VIRTUS OPPORTUNITIES TRUST VIRTUS ESSENTIAL RESOURCES FUND SUBADVISORY AGREEMENT
Subadvisory Agreement • March 13th, 2015 • 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 Essential Resources Fund (collectively, sometimes hereafter referred to as the “Series”).

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TWENTY-THIRD AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 13th, 2015 • Virtus Opportunities Trust • Delaware

This Twenty-Third Amended and Restated Expense Limitation Agreement (the “Agreement”), effective as of March 19, 2015, amends and restates that certain Amended & Restated Expense Limitation Agreement effective as of November 17, 2014, 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”).

to AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • March 13th, 2015 • Virtus Opportunities Trust

THIS AMENDMENT made effective as of the 19th day of March 2015 amends that certain amended and restated administration agreement, dated as of January 1, 2015, 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.

TWENTY-FIRST AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 13th, 2015 • Virtus Opportunities Trust

THIS AMENDMENT effective as of the 19th day of March 2015, 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, December 18, 2012, June 10, 2013, December 18, 2013, November 13, 2014, and January 6, 2015 (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:

EXHIBIT B
Virtus Opportunities Trust • March 13th, 2015

THIS EXHIBIT B, amended and restated as of August 19, 2014, is Exhibit B to that certain Sub-Administration and Accounting Services Agreement dated as of January 1, 2010, as amended, by and among Virtus Services, LLC, each of the investment companies and the Portfolios listed below and BNY Mellon Investment Servicing (US) Inc.

TWENTIETH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 13th, 2015 • Virtus Opportunities Trust • Delaware

THIS AMENDMENT effective as of the 6th day of January 2015, 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, December 18, 2012, June 10, 2013, December 18, 2013, and November 13, 2014 (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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