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 30th 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 AlphaSectorSM 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 OPPORTUNITIES TRUST | ||
| By: | /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Chief Financial Officer and Treasurer | |
| PFPC TRUST COMPANY | ||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, 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 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 | |||
| ▇▇▇▇▇▇ ▇▇▇▇ 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 | |||