0001571049-17-000550 Sample Contracts

VIRTUS OPPORTUNITIES TRUST VIRTUS INTERNATIONAL EQUITY FUND SUBADVISORY AGREEMENT
Subadvisory Agreement • January 20th, 2017 • 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”), as amended, 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 (sometimes hereafter referred to as the “Series”).

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Virtus Mutual Funds Sales Agreement Amended Annex A December 2016 VP Distributors, LLC
Sales Agreement • January 20th, 2017 • Virtus Opportunities Trust

Service Fee: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, VPD intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually. The Service Fee is based on the average daily net asset value of Class A shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more per Fund CUSIP to qualify for payment in that Fund class. The Service Fee for shares on which a Finder’s Fee has been paid will commence in the thirteenth month following purchase of Class A shares. See the last page of this Annex A for Ter

TWENTY-FOURTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 20th, 2017 • Virtus Opportunities Trust

THIS AMENDMENT effective as of the 9th day of January 2017, 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, May 11, 2015, and February 8, 2016 (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:

to AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • January 20th, 2017 • Virtus Opportunities Trust

THIS AMENDMENT made effective as of the 1st day of December, 2016 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, a Delaware limited liability company (such party, the “Administrator” and such agreement, the “Agreement”) as herein below provided.

TWENTY-SEVENTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 20th, 2017 • Virtus Opportunities Trust • Delaware

This Twenty-Seventh Amended and Restated Expense Limitation Agreement (the “Agreement”), effective as of January 1, 2017, 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”).

Sub-Transfer Agency And Shareholder Services Agreement
Sub-Transfer Agency and Shareholder Services Agreement • January 20th, 2017 • Virtus Opportunities Trust

This Amendment To Sub-Transfer Agency And Shareholder Services Agreement, dated as of June 1, 2014 ("Amendment"), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. ("BNYM"), Virtus Fund Services, LLC ("Company") and each of Portfolios listed on Schedule B attached hereto (the "Funds").

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 20th, 2017 • Virtus Opportunities Trust • Delaware

This Indemnification Agreement (this “Agreement”) is effective as of October 24, 2016 by and between (i) each 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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