0001571049-16-018404 Sample Contracts

VIRTUS OPPORTUNITIES TRUST VIRTUS EMERGING MARKETS EQUITY INCOME FUND VIRTUS ESSENTIAL RESOURCES FUND SUBADVISORY AGREEMENT
Subadvisory Agreement • September 23rd, 2016 • 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 Emerging Markets Equity Income Fund and Virtus Essential Resources Fund (collectively, sometimes hereafter referred to as the “Series”).

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TWENTY-THIRD AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 23rd, 2016 • Virtus Opportunities Trust

THIS AMENDMENT effective as of the 8th day of February 2016, 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, January 6, 2015, March 19, 2015, and May 11, 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:

VIRTUS OPPORTUNITIES TRUST VIRTUS EMERGING MARKETS EQUITY INCOME FUND VIRTUS ESSENTIAL RESOURCES FUND INTERIM SUBADVISORY AGREEMENT
Interim Subadvisory Agreement • September 23rd, 2016 • 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 Emerging Markets Equity Income Fund and Virtus Essential Resources Fund (collectively, sometimes hereafter referred to as the “Series”).

TWENTY-FIFTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • September 23rd, 2016 • Virtus Opportunities Trust • Delaware

This Twenty-Fifth Amended and Restated Expense Limitation Agreement (the “Agreement”), effective as of February 8th, 2016, amends and restates that certain Amended & Restated Expense Limitation Agreement effective as of September 1, 2015, 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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