FIRST AMENDMENT to AMENDED AND RESTATED ADMINISTRATION AGREEMENT and TERMINATION of LETTER AGREEMENT
FIRST AMENDMENT
to
AMENDED AND RESTATED
and
TERMINATION
of
LETTER AGREEMENT
THIS AMENDMENT and TERMINATION is made effective as of the 14th day of April, 2010, and amends that certain amended and restated administration agreement, dated as of January 1, 2010 between the trusts listed on Schedule A (each, a “Trust” and together the “Trusts”) including the funds listed under each Trust commonly known as Virtus Mutual Funds (each, a “Fund” and together the “Funds”) and VP Distributors, Inc. (the “Administrator”) (the “Administration Agreement”) and terminates that certain letter agreement dated as of January 1, 2010 between the Trusts and the Administrator (the “Letter Agreement”), as herein below provided.
W I T N E S S E T H :
WHEREAS, pursuant to an agreement dated as of January 1, 2010 by and among the Administrator, the Trusts and PNC Global Investment Servicing (U.S.) Inc. (“PNC”) (the “Sub-Administration Agreement”), the Trusts and the Administrator have jointly engaged PNC to perform certain sub-administration services; and
WHEREAS, pursuant to Section 4(b) of the Administration Agreement and the Letter Agreement, the Administrator has heretofore reduced its fees under the Administration Agreement by the amount of the fees payable under the Sub-Administration Agreement (subject to certain conditions); and
WHEREAS, effective as of the date hereof, the Trusts and the Administrator have agreed to amend the fees payable to the Administrator under the Administration Agreement in a manner that eliminates the need for the Administrator to reduce its fees as described above; and
WHEREAS, the Trusts and the Administrator desire to properly document the amended fees as agreed;
NOW, THEREFORE, in consideration of the foregoing premises, it is agreed as follows:
1. The schedule of fees set forth in Section 4(a) of the Administration Agreement is hereby amended to reflect the following fee rates:
| Non-Money Market Funds |
Money Market Funds |
|||||||||
| Net Assets |
Administrative Fee | Net Assets |
Administrative Fee | |||||||
| All Assets |
0.10 | % | All Assets | 0.015 | % | |||||
2. From and after the effective date hereof, the reduction in the Administrator’s fees to accommodate an Outside Service Agreement, as referenced in Section 2(b) of the Administration Agreement and set forth in Section 4(b) of the Administration Agreement, shall not be required with respect to the fees payable by the Trusts under the Sub-Administration Agreement.
3. The Letter Agreement is hereby terminated.
4. Except as herein provided, the Administration Agreement shall be and remain unmodified and in full force and effect. All capitalized terms used but not defined herein shall have such meanings as ascribed thereto in the Administration Agreement. This Amendment and Termination may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Termination to be duly executed by their duly authorized officers.
| VIRTUS MUTUAL FUNDS | ||||
| VIRTUS EQUITY TRUST | ||||
| VIRTUS INSIGHT TRUST | ||||
| VIRTUS INSTITUTIONAL TRUST | ||||
| VIRTUS OPPORTUNITIES TRUST | ||||
| By: | /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Title: | Chief Financial Officer and Treasurer | |||
| VP DISTRIBUTORS, INC. | ||||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Title: | Vice President and Treasurer | |||
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SCHEDULE A
(Dated: April 14, 2010)
| Virtus Equity Trust |
| Virtus Balanced Fund |
| Virtus Growth & Income Fund |
| Virtus Growth Opportunities Fund |
| Virtus Mid-Cap Core Fund |
| Virtus Mid-Cap Growth Fund |
| Virtus Mid-Cap Value Fund |
| Virtus Quality Large-Cap Value Fund |
| Virtus Quality Small-Cap Fund |
| Virtus Small-Cap Core Fund |
| Virtus Small-Cap Growth Fund |
| Virtus Small-Cap Sustainable Growth Fund |
| Virtus Strategic Growth Fund |
| Virtus Tactical Allocation Fund |
| Virtus Insight Trust |
| Virtus Balanced Allocation Fund |
| Virtus Core Equity Fund |
| Virtus Disciplined Small-Cap Opportunity Fund |
| Virtus Disciplined Small-Cap Value Fund |
| Virtus Emerging Markets Opportunities Fund |
| Virtus High Yield Income Fund |
| Virtus Insight Government Money Market Fund |
| Virtus Insight Money Market Fund |
| Virtus Insight Tax-Exempt Money Market Fund |
| Virtus Intermediate Government Bond Fund |
| Virtus Intermediate Tax-Exempt Bond Fund |
| Virtus Short/Intermediate Bond Fund |
| Virtus Tax-Exempt Bond Fund |
| Virtus Value Equity Fund |
| Virtus Institutional Trust |
| Virtus Institutional Bond Fund |
| Virtus Opportunities Trust |
| Virtus AlphaSectorSM Allocation Fund |
| Virtus AlphaSectorSM Rotation Fund |
| Virtus Alternatives Diversifier Fund |
| ▇▇▇▇▇▇ ▇▇▇▇ Fund |
| Virtus CA Tax-Exempt Bond Fund |
| Virtus Foreign Opportunities Fund |
| Virtus Global Infrastructure Fund |
| Virtus Global Opportunities Fund |
| Virtus Global Real Estate Securities Fund |
| Virtus Greater Asia ex Japan Opportunities Fund |
| Virtus Greater European Opportunities Fund |
| Virtus High Yield Fund |
| Virtus International Real Estate Securities Fund |
| Virtus Market Neutral Fund |
| Virtus Multi-Sector Fixed Income Fund |
| Virtus Multi-Sector Short Term Bond Fund |
| Virtus Real Estate Securities Fund |
| Virtus Senior Floating Rate Fund |
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