FIRST AMENDMENT
TO SUBADVISORY AGREEMENT
THIS AMENDMENT effective as of the 15th day of June, 2012
amends that certain Subadvisory Agreement effective June 21,
2012, (the "Agreement") among Virtus Insight Trust (the
"Trust"), a Massachusetts business trust on behalf of its
series Virtus Tax-Exempt Bond Fund (the "Fund"), Virtus
Investment Advisers, Inc., a Massachusetts corporation (the
"Adviser") and Newfleet Asset Management, LLC, a Delaware
limited liability company (the "Subadviser") as follows:
1. Virtus Tax-Exempt Bond Fund is hereby added as an
additional Series to the Agreement.
2. The term of this Amendment to the Agreement, taken
together with the entire Agreement, with respect to
Virtus Tax-Exempt Bond Fund, shall become effective on
the date set forth above, and shall continue in effect
until December 31, 2013. The term of the other
Designated Series is unaffected by this Amendment. The
Agreement shall continue from year to year thereafter
only so long as its continuance has been specifically
approved at least annually by the Trustees in accordance
with Section 15(a) of the Act, and by the majority vote
of the disinterested Trustees in accordance with the
requirements of Section 15(c) thereof.
2. The Subadvisory fee for Virtus Tax-Exempt Bond Fund is
hereby set forth on Schedule C to the Agreement, Schedule
C is hereby deleted and Schedule C attached hereto is
substituted in its place to reflect such addition.
3. Schedule F to the Agreement is hereby deleted and
Schedule F attached hereto is substituted in its place to
reflect the addition of Virtus Tax-Exempt Bond Fund.
4. Except as expressly amended hereby, all provisions of the
Agreement shall remain in full force and effect and are
unchanged in all other respects. All initial capitalized
terms used herein shall have such meanings as ascribed
thereto in the Agreement.
5. This Agreement 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 intending to be
legally bound have caused this Agreement to be executed by
their duly authorized officers.
VIRTUS INSIGHT TRUST
By: /s/ W. Xxxxxxx Xxxxxxx
Name: W. Xxxxxxx Xxxxxxx
Title: Vice President, Chief
Financial Officer & Treasurer
VIRTUS INVESTMENT ADVISERS, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President & Treasurer
ACCEPTED:
NEWFLEET ASSET MANAGEMENT, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
SCHEDULE C
SUBADVISORY FEE
(a) For services provided to the Fund, the Adviser will
pay to the Subadviser a fee, payable monthly in arrears, at
the annual rate stated below. The fee shall be prorated for
any month during which this Agreement is in effect for only a
portion of the month. In computing the fee to be paid to the
Subadviser, the net asset value of each Designated Series
shall be valued as set forth in the then current registration
statement of the Fund.
(b)
Name of Series Proposed Subadvisory Fee to
be Paid by VIA to Newfleet
Virtus Low Duration Income Fund 50% of the net advisory fee
Virtus Tax-Exempt Bond Fund 50% of the net advisory fee
For this purpose, the "net advisory fee" means the
advisory fee paid to the Adviser after accounting for any
applicable fee waiver and/or expense limitation agreement,
which shall not include reimbursement of the Adviser for any
expenses or recapture of prior waivers. In the event that the
Adviser waives its entire fee and also assumes expenses of the
Fund pursuant to an applicable expense limitation agreement,
the Subadviser will similarly waive its entire fee and will
share in the expense assumption by contributing 50% of the
assumed amount. However, because the Subadviser shares the
fee waiver and/or expense assumption equally with the Adviser,
if during the term of this Agreement the Adviser later
recaptures some or all of the fees so waived or expenses so
assumed by the Adviser and the Subadviser together, the
Adviser shall pay to the Subadviser 50% of the amount
recaptured.
SCHEDULE F
DESIGNATED SERIES
Virtus Low Duration Income Fund
Virtus Tax-Exempt Bond Fund
