FIRST AMENDMENT to RULE 17f-5 AND RULE 17f-7 UNDER THE INVESTMENT COMPANY ACT OF 1940 LETTER AGREEMENT

FIRST AMENDMENT

to

RULE 17f-5 AND RULE 17f-7 UNDER

THE INVESTMENT COMPANY ACT OF 1940

LETTER AGREEMENT

THIS AMENDMENT made effective as of the 30^th day of June, 2010 amends that certain Rule 17f-5 (“Rule 17f-5”) and Rule 17f-7 (“Rule 17f-7”) under the Investment Company Act of 1940 letter agreement, dated as of November 23, 2009, between the Funds listed on Exhibit A including the Portfolios listed beside each Fund and PFPC Trust Company (the “Rule 17f-5 and 17f-7 Letter Agreement”) as herein below provided.

W I T N E S S E T H :

WHEREAS, the Funds and the Portfolios wish to amend Exhibit A of the Rule 17f-5 and 17f-7 Letter Agreement to: (a) delete Virtus Small-Cap Growth Fund, Virtus Disciplined Small-Cap Opportunity Fund and Virtus Disciplined Small-Cap Value Fund, each of which has merged with and into another Portfolio; (b) add a new Portfolio, Virtus Premium AlphaSector^SM Fund; and (c) add an effective date for each Portfolio that became subject to the Rule 17f-5 and 17f-7 Letter Agreement, to date.

NOW, THEREFORE, in consideration of the foregoing premise, the parties to the Rule 17f-5 and 17f-7 Letter Agreement hereby agree that the Rule 17f-5 and 17f-7 Letter Agreement is amended as follows:

1. Exhibit A to the Rule 17f-5 and 17f-7 Letter Agreement is hereby replaced with Exhibit A attached hereto and made a part hereof.

2. Except as herein provided, the Rule 17f-5 and 17f-7 Letter Agreement shall be and remain unmodified and in full force and effect. All initial capitalized terms used but not defined herein shall  have such meanings as  ascribed thereto in the Rule  17f-5 and 17f-7 Letter Agreement.

3. This Amendment may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers.

VIRTUS EQUITY TRUST
VIRTUS INSIGHT TRUST
VIRTUS INSTITUTIONAL TRUST
VIRTUS OPPORTUNITIES TRUST
By:		/s/ W. Xxxxxxx Xxxxxxx
Name:		W. Xxxxxxx Xxxxxxx
Title:		Chief Financial Officer and Treasurer
PFPC TRUST COMPANY
By:		/s/ Xxxxxx X. Xxxxx, III
Name:		Xxxxxx X. Xxxxx, III
Title:		Vice President & Senior Director

Exhibit A

List of Funds and Portfolios and Effective Dates

Fund		Portfolios		Effective Date (Date Added to Agreement)
Virtus Equity Trust		Virtus Balanced Fund		December 7, 2009
		Virtus Growth & Income Fund		November 23, 2009
		Virtus Mid-Cap Core Fund		November 23, 2009
		Virtus Mid-Cap Growth Fund		November 23, 2009
		Virtus Mid-Cap Value Fund		November 23, 2009
		Virtus Quality Large-Cap Value Fund		November 23, 2009
		Virtus Quality Small-Cap Fund		November 23, 2009
		Virtus Small-Cap Core Fund		November 23, 2009
		Virtus Small-Cap Sustainable Growth Fund		November 23, 2009
		Virtus Strategic Growth Fund		December 7, 2009
		Virtus Tactical Allocation Fund		December 7, 2009
Virtus Insight Trust		Virtus Balanced Allocation Fund		November 23, 2009
		Virtus Core Equity Fund		November 23, 2009
		Virtus High Yield Income Fund		November 23, 2009
		Virtus Insight Government Money Market Fund		November 23, 2009
		Virtus Insight Money Market Fund		November 23, 2009
		Virtus Insight Tax-Exempt Money Market Fund		November 23, 2009
		Virtus Intermediate Government Bond Fund		November 23, 2009
		Virtus Intermediate Tax-Exempt Bond Fund		November 23, 2009
		Virtus Short/Intermediate Bond Fund		November 23, 2009
		Virtus Tax-Exempt Bond Fund		November 23, 2009
		Virtus Value Equity Fund		November 23, 2009
Virtus Institutional Trust		Virtus Institutional Bond Fund		December 7, 2009
Virtus Opportunities Trust		Virtus AlphaSectorSM Rotation Fund		November 23, 2009
		Virtus AlphaSectorSM Allocation Fund		November 23, 2009
		Virtus Alternatives Diversifier Fund		November 23, 2009
		Xxxxxx Xxxx Fund		December 7, 2009
		Virtus CA Tax-Exempt Bond Fund		December 7, 2009
		Virtus High Yield Fund		December 7, 2009
		Virtus Market Neutral Fund		December 7, 2009
		Virtus Multi-Sector Fixed Income Fund		December 7, 2009
		Virtus Multi-Sector Short Term Bond Fund		December 7, 2009
		Virtus Premium AlphaSectorSM Fund		June 30, 2010
		Virtus Real Estate Securities Fund		November 23, 2009
		Virtus Senior Floating Rate Fund		December 7, 2009