SECOND AMENDMENT TO AMENDED AND RESTATED

TRANSFER AGENCY AND SERVICE AGREEMENT

This Amendment, effective as of March 15, 2011, is made by and between the undersigned entities (hereinafter each referred to as the “Fund” and collectively referred to as the “Virtus Mutual Funds”) and VP Distributors, Inc. (hereinafter referred to as the “Transfer Agent”). The Transfer Agent and the Virtus Mutual Funds are parties to an Amended and Restated Transfer Agency and Service Agreement dated January 1, 2010 (the “Agreement”). In accordance with Article 11 of the Agreement the parties desire to amend the Agreement as set forth herein.

NOW THEREFORE, the parties agree as follows:

1. Schedule A is hereby replaced with the attached new Schedule A.

[signatures appear on next page]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf and through their duly authorized officers, as of the day and year first above written.

VIRTUS EQUITY TRUST VIRTUS INSIGHT TRUST VIRTUS INSTITUTIONAL TRUST VIRTUS OPPORTUNITIES TRUST (collectively, the “Virtus Mutual Funds”)
By:	/s/ W. Patrick Bradley
	Name:	W. Patrick Bradley
	Title:	CFO & Treasurer

VP DISTRIBUTORS, INC.
By:	/s/ Heidi Griswold
	Name:	Heidi Griswold
	Title:	Vice President, Mutual Fund Services

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Schedule A

Fee Schedule

Effective Date: March 15, 2011

	Total Transfer Agent Fee		BFDS portion of Total Fee
Base Fee	$	150,000	$	150,000
Direct Accounts	$	9.20 per account	$	9.20 per account
Networked Accounts	$	7.60 per account	$	7.60 per account
Closed Accounts	$	1.35 per account	$	1.35 per account
Oversight & Service		Money Market Funds - .25bps Other Funds – 4.5 bps		0 0

Account Charges:

Account Charges will be allocated on the basis of the number of accounts.

Base Fees:

Base Fees will be allocated according to average net assets.

Out-of-Pocket Expenses:

Out-of-pocket expenses include, but are not limited to: expenses invoiced by broker-dealers and financial institutions for shareholder servicing, confirmation production, postage, forms, telephone, microfilm, microfiche, stationary and supplies, and expenses incurred at the specific direction of the Fund. Postage for mass mailings is due seven days in advance of the mailing date.

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