FIRST AMENDMENT

to

AMENDED AND RESTATED

ADMINISTRATION AGREEMENT

and

TERMINATION

of

LETTER AGREEMENT

THIS AMENDMENT and TERMINATION is made effective as of the 14^th 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. Patrick Bradley
	Name: W. Patrick Bradley
	Title:   Chief Financial Officer and Treasurer
	VP DISTRIBUTORS, INC.
	By:	/s/ David G. Hanley
	Name: David G. Hanley
	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 AlphaSector^SM Allocation Fund

Virtus AlphaSector^SM Rotation Fund

Virtus Alternatives Diversifier Fund

Virtus Bond 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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