N-14

As filed with the Securities and Exchange Commission on March 25, 2010

1933 Act Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

¨     Pre-Effective Amendment No.

¨    Post-Effective Amendment No.

VIRTUS EQUITY TRUST

(Virtus Small-Cap Sustainable Growth Fund)

[Exact Name of Registrant as Specified in Charter]

Area Code and Telephone Number: (800) 243-1574

101 Munson Street

Greenfield, Massachusetts 01301

(Address of Principal Executive Offices)

Kevin J. Carr, Esq.

Vice President, Chief Legal Officer,

Counsel and Secretary for the Registrant

Virtus Investment Partners, Inc.

100 Pearl Street

Hartford, Connecticut 06103

(Name and Address of Agent for Service)

Copies of All Correspondence to:

Robert N. Hickey, Esq.

Sullivan & Worcester LLP

1666 K Street, N.W.

Washington, D.C. 20006

Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective.

Title of Securities Being Registered: Shares of beneficial interest, no par value per share.

The Registrant has registered an indefinite amount of securities of its Virtus Small-Cap Sustainable Growth Fund under the Securities Act of 1933 pursuant to Section 24(f) under the Investment Company Act of 1940; accordingly, no fee is payable herewith. A Rule 24f-2 Notice for the Registrant’s fiscal year ended March 31, 2009 was filed with the Commission on June 5, 2009.

It is proposed that this filing will become effective on April 24, 2010, pursuant to Rule 488 of the Securities Act of 1933.

	Virtus Mutual Funds	Toll Free 800-243-1574
	C/O State Street Bank & Trust Co	Virtus.com
	PO Box 8301
	Boston MA 02266-8301

April     , 2010

Dear Shareholder:

The Virtus Small-Cap Growth Fund (“Small-Cap Growth”), a series of Virtus Equity Trust (the “Trust “), will hold a special meeting of shareholders at 2 p.m. Eastern time, on June 23, 2010, at the offices of Virtus Investment Partners, Inc., 100 Pearl Street, Hartford, Connecticut 06103 (the “Meeting”). At the Meeting, shareholders of Small-Cap Growth will vote on an Agreement and Plan of Reorganization (the “Plan”) under which Small-Cap Growth will be combined into the Virtus Small-Cap Sustainable Growth Fund (“Small-Cap Sustainable Growth”), another series of the Trust. The reorganization is expected to be completed on or about June 25, 2010. Small-Cap Growth’s investment objective and its investment strategies are substantially similar to those of Small-Cap Sustainable Growth. If the Plan is approved by shareholders, you will become a shareholder of Small-Cap Sustainable Growth and will receive shares of the corresponding class of Small-Cap Sustainable Growth with an aggregate net asset value equal to the aggregate net asset value of your investment in Small-Cap Growth. No sales charge will be imposed in connection with the reorganization.

The Board of Trustees has carefully considered and has unanimously approved the proposed reorganization, as set forth in the Plan and described in the accompanying materials, and believes that the reorganization is in the best interests of Small-Cap Growth and its shareholders. The reorganization into a single fund is expected to result in greater operating efficiencies and lower fund expenses for shareholders of Small-Cap Growth. The expenses associated with the reorganization will be paid equally by Small-Cap Sustainable Growth Fund and Virtus Investment Advisers, Inc., its investment adviser. You will not incur any sales charges in connection with the reorganization. Therefore, the Board of Trustees recommends that you vote in favor of the Plan.

Details of the proposed Plan, the voting process and the Meeting are set forth in the enclosed Prospectus/Proxy Statement.

Your vote counts and delaying to vote may potentially add to the cost of this proxy solicitation. Please cast your ballot today - online, by telephone or by mail - by following the instructions on the enclosed proxy card.

If you have any questions, please call (800) 243-1574 between 8:30 a.m. and 6:00 p.m. Eastern time, Monday through Thursday, Friday until 5:00 p.m. We are committed to serving you and appreciate your continued investment in Virtus Mutual Funds.

Your vote is important. Please take a moment after reviewing the enclosed materials to vote your shares. If we do not hear from you after a reasonable amount of time, you may receive a telephone call from our proxy solicitor, Computershare Fund Services, Inc., reminding you to vote your shares.

Sincerely,

George R. Aylward

President, Virtus Mutual Funds

Mutual Funds distributed by VP Distributors, Inc.

Q & A FOR SHAREHOLDERS

While we encourage you to read the full text of the enclosed Prospectus/Proxy Statement, here is a brief overview of the proposed reorganization that will be the subject of a shareholder vote.

Q. What issue am I being asked to vote on at the upcoming special meeting on June 23, 2010?

A. Shareholders of Virtus Small-Cap Growth Fund (“Small-Cap Growth”)are being asked to approve an Agreement and Plan of Reorganization (the “Plan”) that provides for the reorganization (the “Reorganization”) of Small-Cap Growth, a series of Virtus Equity Trust (the “Trust”) into Virtus Small-Cap Sustainable Growth Fund (“Small-Cap Sustainable Growth”), another series of the Trust.

Q. Why did the Board of Trustees approve the Reorganization?

A. The Reorganization is part of a restructuring designed to eliminate the offering of overlapping funds with similar investment objectives and strategies within the Virtus Mutual Funds complex, while simultaneously creating economies of scale for the surviving funds that are intended to lower fund expenses. The proposed Reorganization will allow shareholders of Small-Cap Growth to own a fund that is similar in style and with a greater amount of combined assets, after the Reorganization. Small-Cap Sustainable Growth has a substantially similar investment objective, and its performance for the one- and three-year periods ended December 31, 2009 has exceeded that of Small-Cap Growth. The Adviser to the Funds has also agreed to voluntary expense limitation agreements with both Funds, which has the effect of reducing Small-Cap Sustainable Growth’s total net fund expenses to a level below the net fund expenses of Small-Cap Growth. While the Adviser intends to continue the voluntary expense limits after the Reorganization, they may be discontinued at any time. The Reorganization could create better efficiencies for the portfolio management team, and perhaps lower expenses for Small-Cap Sustainable Growth as assets grow, which will benefit shareholders of Small-Cap Growth.

Q. What will happen to my existing shares?

A. Small-Cap Growth’s Class B shares will be converted to Class A shares prior to the Reorganization. Your shares of Small-Cap Growth will then be exchanged for shares of Small-Cap Sustainable Growth. Therefore, if you own Class A or Class C shares of Small-Cap Growth, you will own Class A or Class C shares, respectively, of Small-Cap Sustainable Growth following the Reorganization. You will not pay any sales charges in connection with the Reorganization. The shares of Small-Cap Sustainable Growth that you receive following the Reorganization will have an aggregate net asset value equal to the aggregate net asset value of your shares of Small-Cap Growth immediately prior to the Reorganization so that the value of your investment will be exactly the same immediately before and immediately after the Reorganization.

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Q. Are there differences between the investment objectives and investment strategies of Small-Cap Growth and Small-Cap Sustainable Growth?

A. The investment objective of Small-Cap Growth is substantially similar to that of Small-Cap Sustainable Growth. The investment strategies for Small-Cap Growth are also substantially similar to those for Small-Cap Sustainable Growth, but there are some differences. While both Funds focus on growth stocks, Small-Cap Growth may select stocks of companies that may not be experiencing rapid growth but, in the opinion of its subadviser, are undervalued by other criteria of their fundamental net worth. Small-Cap Sustainable Growth invests in approximately 20-35 securities at any given time, while Small-Cap Growth generally does not limit the number of securities it holds at any given time. Furthermore, unlike Small-Cap Sustainable Growth, Small-Cap Growth may invest a significant portion of its assets in one or more particular sectors of the equity market.

Q. Will I incur any transaction costs as a result of the Reorganization?

A. No. Shareholders will not incur any transaction costs, e.g., sales charges or redemption fees, as a result of the Reorganization.

Q. What is the timetable for the Reorganization?

A. If approved by shareholders of record at the Meeting, the Reorganization is expected to occur on or about June 25, 2010.

Q. Will the Reorganization create a taxable event for me?

A. No. The Reorganization is expected, more likely than not, to be a tax-free transaction for federal income tax purposes.

Q. What happens if the Reorganization is not approved?

A. If shareholders of Small-Cap Growth do not approve the Plan, the Reorganization will not take effect and the Board of Trustees of the Trust will consider other possible courses of action in the best interests of Small-Cap Growth and its shareholders.

Q. Has the Board of Trustees approved the proposal?

A. Yes. The Board unanimously approved the Reorganization as set forth in the Plan and recommends that you vote FOR the Plan.

Q. Who will pay for the legal costs and proxy solicitation associated with the proposal?

A. All of the costs incurred by the Funds in connection with the Reorganization will be paid by Small-Cap Sustainable Growth and the Adviser equally. If the Plan is not approved, Virtus Investment Advisers, Inc. or one of its affiliates will pay the expenses incurred by Small-Cap Growth and Small-Cap Sustainable Growth in connection with the

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Reorganization (including the cost of any proxy soliciting agent). In such event, no portion of the expenses will be borne directly or indirectly by Small-Cap Growth, Small-Cap Sustainable Growth or their shareholders.

Q. How do I vote my shares?

A. If you do not expect to attend the Meeting, you may vote by telephone by calling the toll-free number on the proxy card or by computer at the Internet address provided on the proxy card and following the instructions, using your proxy card as a guide. Alternatively, you may vote your shares by completing and signing the enclosed proxy card, and mailing it in the enclosed postage-paid envelope. You may also vote your shares by attending the Meeting. It is important that you vote promptly.

Q. Will anyone contact me?

A. You may receive a call from our proxy solicitor, Computershare Fund Services, Inc. (“CFS”) to verify that you received your proxy materials, to answer any questions you may have about the proposals and to encourage you to vote.

Q. Whom should I call for additional information about this Prospectus/Proxy Statement?

A. Please call Mutual Fund Services at 800-243-1574. As the Meeting date approaches, certain shareholders of Small-Cap Growth may receive telephone calls from representatives of CFS if their votes have not yet been received. Proxies that are obtained telephonically by CFS will be recorded in accordance with the procedures described below. The Trustees believe that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.

In all cases in which a telephonic proxy is solicited, the CFS representative is required to ask for each shareholder’s full name and address, or the zip code or employer identification number, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the CFS representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to CFS, then the CFS representative has the responsibility to explain the process, read the proposal listed on the proxy card and ask for the shareholder’s instructions on the proposal.

In order to avoid delay and additional expense, and to assure that your shares are represented, please vote as promptly as possible, regardless of whether you plan to attend the Meeting. You may vote by telephone, over the Internet or by mail. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote over the Internet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide. To vote by mail, please mark, sign, date, and mail the enclosed proxy card. No postage is required if you use the accompanying envelope to mail the proxy card in the United States.

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VIRTUS EQUITY TRUST

on behalf of Virtus Small-Cap Growth Fund

101 Munson Street

Greenfield, Massachusetts 01301

1-800-243-1574

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on June 23, 2010

To the Shareholders:

NOTICE IS HEREBY GIVEN THAT a special meeting of the shareholders of the Virtus Small-Cap Growth Fund (“Small-Cap Growth”) series of Virtus Equity Trust (the “Trust”), a Delaware statutory trust, will be held at the offices of Virtus Investment Partners, Inc., 100 Pearl Street, Hartford, Connecticut, 06103, on June 23, 2010 at 2 p.m. Eastern time and any adjournments thereof (the “Meeting”). The Meeting will be held for the following purposes:

1. To consider and act upon an Agreement and Plan of Reorganization (the “Plan”) providing for the acquisition of all of the assets of Small-Cap Growth, a series of the Trust, by Virtus Small-Cap Sustainable Growth Fund (“Small-Cap Sustainable Growth”), another series of the Trust, in exchange for shares of Small-Cap Sustainable Growth and the assumption by Small-Cap Sustainable Growth of the liabilities of Small-Cap Growth. The Plan also provides for distribution of these shares of Small-Cap Sustainable Growth to shareholders of Small-Cap Growth in liquidation and subsequent termination of Small-Cap Growth. A vote in favor of the Plan is a vote in favor of the liquidation and dissolution of Small-Cap Growth.

2. To transact any other business that may properly come before the Meeting.

The Board of Trustees has fixed the close of business on April 19, 2010 as the record date for determination of shareholders entitled to notice of and to vote at the Meeting.

Whether or not you plan to attend the Meeting in person, please vote your shares. As a convenience to our shareholders, you may now vote in any one of four ways:

• Through the Internet—log on at the Internet address provided on the proxy card

• By telephone— call the toll-free number listed on the proxy card

• By mail—using the enclosed proxy card and postage paid envelope

• In person at the Meeting

We encourage you to vote by Internet or telephone; have your proxy card in hand and go to the Web site or call the number and follow the instructions given there. Use of Internet or telephone voting will reduce the time and cost associated with this proxy solicitation. Whichever method you choose, please read the enclosed Prospectus/Proxy Statement carefully before you vote.

If you sign, date, and return the proxy card but give no voting instructions, your shares will be voted “FOR” the proposals described above.

By order of the Board of Trustees

/s/ Kevin J. Carr

Kevin J. Carr

Secretary

Virtus Equity Trust

            , 2010

SHAREHOLDERS ARE REQUESTED TO VOTE BY INTERNET OR BY TELEPHONE OR TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF THE PROXY WITH RESPECT TO INTERNET OR TELEPHONE VOTING ARE SET FORTH ON THE PROXY CARD. INSTRUCTIONS FOR SIGNING PROXY CARDS IF MAILING IMMEDIATELY FOLLOW THIS NOTICE. IT IS IMPORTANT THAT THE PROXY BE VOTED PROMPTLY.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the registration on the voting instructions form.

2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the voting instructions form.

3. All Other Accounts: The capacity of the individual signing the voting instructions form should be indicated unless it is reflected in the form of registration. For example:

Registration		Valid Signature
Corporate Accounts
(1)	ABC Corp.	ABC Corp.
(2)	ABC Corp.	John Doe, Treasurer
(3)	ABC Corp.
	c/o John Doe, Treasurer	John Doe
(4)	ABC Corp. Profit Sharing Plan	John Doe, Trustee
Trust Accounts
(1)	ABC Trust	Jane B. Doe, Trustee
(2)	Jane B. Doe, Trustee
	u/t/d 12/28/78	Jane B. Doe
Custodial or Estate Accounts
(1)	John B. Smith, Cust.
	f/b/o John B. Smith, Jr. UGMA	John B. Smith
(2)	Estate of John B. Smith	John B. Smith, Jr., Executor

ACQUISITION OF ASSETS OF

VIRTUS SMALL-CAP GROWTH FUND

a series of

Virtus Equity Trust

c/o VP Distributors, Inc.

101 Munson Street

Greenfield, Massachusetts 01301

(800) 243-1574

BY AND IN EXCHANGE FOR SHARES OF

VIRTUS SMALL-CAP SUSTAINABLE GROWTH FUND

another series of

Virtus Equity Trust

PROSPECTUS/PROXY STATEMENT

DATED APRIL     , 2010

This Prospectus/Proxy Statement is being furnished in connection with an Agreement and Plan of Reorganization (the “Plan”) which will be submitted to shareholders of Virtus Small-Cap Growth Fund (“Small-Cap Growth”), a series of Virtus Equity Trust (the “Trust”), for consideration at a Special Meeting of Shareholders to be held on June 23, 2010 at 2 p.m. Eastern time at the offices of Virtus Investment Partners, Inc., 100 Pearl Street, Hartford, Connecticut 06103, and any adjournments thereof (the “Meeting”).

GENERAL

Subject to the approval of Small-Cap Growth’s shareholders, the Board of Trustees of the Trust has approved the proposed reorganization of Small-Cap Growth into Virtus Small-Cap Sustainable Growth Fund (“Small-Cap Sustainable Growth”), another series of the Trust. Small-Cap Growth and Small-Cap Sustainable Growth are sometimes referred to in this Prospectus/Proxy Statement individually as a “Fund” and collectively as the “Funds.”

In the reorganization, all of the assets of Small-Cap Growth will be acquired by Small-Cap Sustainable Growth in exchange for Class A and Class C shares of Small-Cap Sustainable Growth and the assumption by Small-Cap Sustainable Growth of the liabilities of Small-Cap Growth (the “Reorganization”). Small-Cap Growth’s Class B shares will be converted to Class A shares prior to the Reorganization. If the Reorganization is approved, Class A and Class C shares of Small-Cap Sustainable Growth will be distributed to each shareholder in liquidation of Small-Cap Growth, and Small-Cap Growth will be terminated as a series of the Trust. You will then hold that number of full and fractional shares of Small-Cap Sustainable Growth which have an aggregate net asset value equal to the aggregate net asset value of your shares of Small-Cap Growth.

Small-Cap Growth and Small-Cap Sustainable Growth are separate diversified series of the Trust, a Delaware statutory trust, which is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The investment objective of Small-Cap Growth is substantially identical to that of Small-Cap Sustainable Growth, as follows:

Fund	Investment Objective
Small-Cap Growth	Long-term growth of capital.
Small-Cap Sustainable Growth	Long-term capital appreciation.

The investment strategies for Small-Cap Growth are substantially similar to those for Small-Cap Sustainable Growth, but there are some differences. While both Funds focus on growth stocks, Small-Cap Growth may select stocks of companies that may not be experiencing rapid growth but, in the opinion of its subadviser, are undervalued by other criteria of their fundamental net worth. Small-Cap Sustainable Growth invests in approximately 20-35 securities at any given time, while Small-Cap Growth generally does not limit the number of securities it holds at any given time. Furthermore, unlike Small-Cap Sustainable Growth, Small-Cap Growth may invest a significant portion of its assets in one or more particular sectors of the equity market.

Virtus Investment Advisers, Inc. (“VIA”) serves as the investment adviser for both Funds. Engemann Asset Management, Inc. (“Engemann”) serves as the investment subadviser for Small-Cap Growth, while Kayne Anderson Rudnick Investment Management, LLC (“KAR”) serves as the investment subadviser for Small-Cap Sustainable Growth. Both Engemann and KAR are affiliates of VIA.

This Prospectus/Proxy Statement explains concisely the information about Small-Cap Sustainable Growth that you should know before voting on the Plan. Please read it carefully and keep it for future reference. Additional information concerning each Fund and the Reorganization is contained in the documents described below, all of which have been filed with the Securities and Exchange Commission (“SEC”):

Information about Small-Cap Growth:

How to Obtain this Information:

Prospectus of the Trust relating to Small-Cap Growth, dated June 22, 2009, as supplemented Statement of Additional Information of the Trust relating to Small-Cap Growth, dated June 22, 2009, as supplemented Annual Report of the Trust relating to Small-Cap Growth for the year ended March 31, 2009 Semiannual Report of the Trust relating to Small-Cap Growth for the six months ended September 30, 2009

Copies are available upon request and without charge if you: •   Visit www.virtus.com on the Internet; •   Write to VP Distributors, Inc. 100 Pearl Street Hartford, CT 06103; or •   Call (800) 243-1574 toll-free.

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Information about Small-Cap Sustainable Growth:	How to Obtain this Information:
Prospectus of the Trust relating to Small-Cap Sustainable Growth, dated June 22, 2009, as supplemented, which accompanies this Prospectus/Proxy Statement Statement of Additional Information of the Trust relating to Small-Cap Sustainable Growth, dated June 22, 2009, as supplemented Annual Report of the Trust relating to Small-Cap Sustainable Growth for the year ended March 31, 2009 Semiannual Report of the Trust relating to Small-Cap Sustainable Growth for the six months ended September 30, 2009	Copies are available upon request and without charge if you: •   Visit www.virtus.com on the Internet; •   Write to VP Distributors, Inc. 100 Pearl Street Hartford, CT 06103; or •   Call (800) 243-1574 toll-free.
Information about the Reorganization:	How to Obtain this Information:
Statement of Additional Information dated April     , 2010, which relates to this Prospectus/Proxy Statement and the Reorganization	Copies are available upon request and without charge if you: •   Write to VP Distributors, Inc. •   100 Pearl Street •   Hartford, CT 06103; or •   Call (800) 243-1574 toll-free.

You can also obtain copies of any of these documents without charge on the EDGAR database on the SEC’s Internet site at http://www.sec.gov. Copies are available for a fee by electronic request at the following e-mail address: publicinfo@sec.gov, or from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549.

Information relating to Small-Cap Growth and Small-Cap Sustainable Growth contained in the Prospectus of the Trust dated June 22, 2009, as supplemented, (SEC File No. 811-00945) is incorporated by reference in this document. (This means that such information is legally considered to be part of this Prospectus/Proxy Statement.) The Statement of Additional Information dated April     , 2010, relating to this Prospectus/Proxy Statement and the Reorganization, which includes the financial statements of the Trust relating to Small-Cap Growth and Small-Cap Sustainable Growth for the year ended March 31, 2009 and the six-

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month period ended September 30, 2009, and pro forma financial statements of the Trust relating to Small-Cap Sustainable Growth for the 12-month period ended September 30, 2009, is incorporated by reference in its entirety in this document.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT DETERMINED THAT THE INFORMATION IN THIS PROSPECTUS/PROXY STATEMENT IS ACCURATE OR ADEQUATE, NOR HAS IT APPROVED OR DISAPPROVED THESE SECURITIES. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIMINAL OFFENSE.

An investment in Small-Cap Sustainable Growth:

• is not a deposit of, or guaranteed by, any bank

• is not insured by the FDIC, the Federal Reserve Board or any other government agency

• is not endorsed by any bank or government agency

• involves investment risk, including possible loss of the purchase payment of your original investment

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Table of Contents

SUMMARY	6
Why is the Reorganization being proposed?	6
What are the key features of the Reorganization?	6
After the Reorganization, what shares will I own?	7
How will the Reorganization affect me?	7
How do the Trustees recommend that I vote?	7
Will I be able to purchase, exchange and redeem shares and receive distributions in the same way?	8
How do the Funds’ investment objectives and principal investment strategies compare?	8
How do the Funds’ fees and expenses compare?	10
How do the Funds’ performance records compare?	13
Who will be the Adviser and Subadviser of my Fund after the Reorganization? What will the advisory and subadvisory fees be after the Reorganization?	17
What will be the primary federal tax consequences of the Reorganization?	19
RISKS	20
Are the risk factors for the Funds similar?	20
What are the primary risks of investing in each Fund?	20
INFORMATION ABOUT THE REORGANIZATION	21
Agreement and Plan of Reorganization	23
Federal Income Tax Consequences	24
Pro Forma Capitalization	25
Distribution of Shares	27
Purchase and Redemption Procedures	27
Exchange Privileges	28
Dividend Policy	28
COMPARATIVE INFORMATION ON SHAREHOLDERS’ RIGHTS	28
Form of Organization	28
Capitalization	29
Shareholder Liability	29
Shareholder Meetings and Voting Rights	29
Liquidation	30
Liability and Indemnification of Trustees	30
INFORMATION CONCERNING THE MEETING AND VOTING REQUIREMENTS	31
Shareholder Information	33
Control Persons and Principal Holders of Securities	34
FINANCIAL STATEMENTS AND EXPERTS	34
LEGAL MATTERS	35
ADDITIONAL INFORMATION	35
OTHER BUSINESS	35
Exhibit A—Form of Agreement and Plan of Reorganization	A-1

SUMMARY

THIS SECTION SUMMARIZES THE PRIMARY FEATURES AND CONSEQUENCES

OF THE REORGANIZATION. IT MAY NOT CONTAIN ALL OF THE

INFORMATION THAT IS IMPORTANT TO YOU. TO UNDERSTAND THE

REORGANIZATION, YOU SHOULD READ THIS ENTIRE PROSPECTUS/PROXY

STATEMENT AND THE EXHIBIT.

This summary is qualified in its entirety by reference to the additional information contained elsewhere in this Prospectus/Proxy Statement, the Prospectus and Statement of Additional Information relating to the Funds and the form of Plan, which is attached to this Prospectus/Proxy Statement as Exhibit A.

Why is the Reorganization being proposed?

The proposed Reorganization will allow shareholders of Small-Cap Growth to own a fund that is similar in style and with a greater amount of combined assets after the Reorganization. Small-Cap Sustainable Growth has a substantially identical investment objective, and its performance for the one- and three-year periods ended December 31, 2009 has exceeded that of Small-Cap Growth. The Adviser to the Funds has also agreed to voluntary expense limitation agreements with both Funds, which has the effect of reducing Small-Cap Sustainable Growth’s total net fund expenses to a level below the net fund expenses of Small-Cap Growth. While the Adviser intends to continue the voluntary expense limits after the Reorganization, they may be discontinued at any time. The Reorganization could create better efficiencies for the portfolio management team, and perhaps lower expenses for Small-Cap Sustainable Growth as assets grow, which will benefit shareholders of Small-Cap Growth.

What are the key features of the Reorganization?

The Plan sets forth the key features of the Reorganization. For a complete description of the Reorganization, see Exhibit A. The Plan generally provides for the following:

• the transfer in-kind of all of the assets of Small-Cap Growth to Small-Cap Sustainable Growth in exchange for Class A and Class C shares of Small-Cap Sustainable Growth;

• the assumption by Small-Cap Sustainable Growth of all of the liabilities of Small-Cap Growth;

• the liquidation of Small-Cap Growth by distribution of Class A and Class C shares of Small-Cap Sustainable Growth to Small-Cap Growth’s shareholders; and

• the structuring of the Reorganization in a manner intended to qualify as a tax-free reorganization for federal income tax purposes.

Subject to the required shareholder approval, the Reorganization is expected to be completed on or about June 25, 2010.

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After the Reorganization, what shares will I own?

Small-Cap Growth’s Class B shares will be converted to Class A shares prior to the Reorganization. If you own Class A or Class C shares of Small-Cap Growth, you will own Class A or Class C shares, respectively, of Small-Cap Sustainable Growth.

The new shares you receive will have the same total value as your shares of Small-Cap Growth, as of the close of business on the day immediately prior to the Reorganization.

How will the Reorganization affect me?

It is anticipated that the Reorganization will result in better operating efficiencies. Upon the reorganization of Small-Cap Growth into Small-Cap Sustainable Growth, operating efficiencies are anticipated to be achieved by Small-Cap Sustainable Growth because it will have a greater level of assets. As of December 31, 2009, Small-Cap Growth’s net assets were approximately $58.8 million and Small-Cap Sustainable Growth’s net assets were approximately $5.6 million. It is believed that a larger, combined fund will have a greater likelihood of gaining additional assets, which may lead to greater economies of scale. Total gross fund operating expenses for Class A and Class C shares of Small-Cap Growth for the 12 months ended September 30, 2009 are 2.07% and 2.82%, respectively, while total gross operating expenses for the Class A and Class C shares of Small-Cap Sustainable Growth are 2.15% and 2.90%, respectively. On a pro forma basis, total gross operating expenses for the Class A and Class C shares of Small-Cap Sustainable Growth are expected to be 1.82% and 2.57%, respectively, and the Adviser has voluntarily agreed to limit the total operating expenses (excluding interest, taxes and extraordinary expenses) of Small-Cap Sustainable Growth for Class A and Class C shares to 1.65% and 2.40%, respectively. The Adviser may discontinue these reimbursement arrangements at any time.

After the Reorganization, the value of your shares will depend on the performance of Small-Cap Sustainable Growth rather than that of Small-Cap Growth. The Trustees of the Trust believe that the Reorganization will benefit both Small-Cap Growth and Small-Cap Sustainable Growth. The costs of the Reorganization, including the costs of the Meeting, the proxy solicitation or any adjourned session, are estimated to be $100,000, and will be paid by Small-Cap Sustainable Growth and the Adviser equally.

Like Small-Cap Growth, Small-Cap Sustainable Growth will pay dividends from net investment income on a semiannual basis and will distribute net realized capital gains, if any, at least annually. These dividends and distributions will continue to be automatically reinvested in additional Class A and Class C shares of Small-Cap Sustainable Growth or distributed in cash, in accordance with your election.

How do the Trustees recommend that I vote?

The Trustees of the Trust, including the Trustees who are not “interested persons” as such term is defined in the 1940 Act (the “Disinterested Trustees”), have concluded that the Reorganization would be in the best interests of Small-Cap Growth and Small-Cap Sustainable Growth and their respective shareholders, and that the shareholders’ interests will not be diluted as a result of the Reorganization. Accordingly, the Trustees have submitted the Plan for approval of the shareholders of Small-Cap Growth.

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THE TRUSTEES RECOMMEND THAT YOU VOTE FOR THE PLAN AND THE

REORGANIZATION CONTEMPLATED THEREBY

Will I be able to purchase, exchange and redeem shares and receive distributions in the same way?

The Reorganization will not affect your right to purchase and redeem shares, to exchange shares or to receive distributions. After the Reorganization, you will be able to purchase additional Class A and Class C shares, as applicable, of Small-Cap Sustainable Growth in the same manner as you did for your shares of Small-Cap Growth before the Reorganization. For more information, see “Purchase and Redemption Procedures,” “Exchange Privileges” and “Dividend Policy” below.

How do the Funds’ investment objectives and principal investment strategies compare?

The investment objective of Small-Cap Growth is substantially identical to that of Small-Cap Sustainable Growth. The investment objectives of both Small-Cap Growth and Small-Cap Sustainable Growth are non-fundamental, which means that each may be changed by vote of the respective Fund’s Trustees and without shareholder approval, upon 60 days notice. The investment strategies of the Funds are also substantially similar.

The following tables summarize a comparison of Small-Cap Growth and Small-Cap Sustainable Growth with respect to their investment objectives and principal investment strategies, as set forth in the Prospectuses and Statements of Additional Information relating to the Funds.

	Small-Cap Growth	Small-Cap Sustainable Growth
Investment Objective	Seeks to provide long-term growth of capital.	Seeks to provide long-term capital appreciation.
Principal Investment Strategies	Under normal market conditions, invests at least 80% of its assets in common stocks of small capitalization companies that, at the time of initial purchase, have market capitalizations within the range of companies included in the Russell 2000® Growth Index. Because small capitalization companies are defined by reference to an index, the market capitalization of the companies in which the Fund may invest may vary with market conditions. As of December 31, 2009, the market capitalization range of companies	Under normal circumstances, invests at least 80% of its assets in common stocks of small capitalization companies that, at the time of initial purchase, have market capitalizations within the range of companies included in the Russell 2000® Growth Index. Because small capitalization companies are defined by reference to an index, the market capitalization of companies in which the Fund may invest may vary with market conditions. As of December 31, 2009, the market capitalization range of companies

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included in the Russell 2000^® Growth Index was $20.3 million to $5.5 billion. The Fund’s policy of investing 80% of its assets in small capitalization companies may be changed only upon 60 days written notice to shareholders.   Emphasizes the purchase of common stocks of domestic corporations with improving fundamentals. The Subadviser may also select stocks of companies that may not be experiencing rapid growth but, in the opinion of the Subadviser, are undervalued by other criteria of their fundamental net worth.   Uses a bottom-up selection process to select stocks.   In pursuit of its investment objective, the Fund may invest a significant portion of its assets in one or more sectors of the equity securities market, such as technology, healthcare, natural resources, etc. included in the Russell 2000^® Growth Index was $20.3 million to $5.5 billion. The Fund’s policy of investing 80% of its assets in small capitalization companies may be changed only upon 60 days written notice to shareholders.   Uses a strategy emphasizing consistently growing, highly profitable, low debt companies with rising cash flows which the Subadviser deems to be of high quality. If a company meets these criteria, the Subadviser researches and analyzes that company’s strength of management, relative competitive position in the industry and its financial structure. A proprietary model is used to determine relative value. Generally, the Fund invests in approximately 20-35 securities at any given time.

The principal risks of the Funds are similar as well. For a discussion of the Funds’ principal risks, see the section entitled “Risks” below.

The Funds have other investment policies, practices and restrictions which, together with their related risks, are also set forth in the Prospectus and Statement of Additional Information of the Funds.

Although Small-Cap Growth and Small-Cap Sustainable Growth have substantially identical investment objectives and substantially similar investment strategies, all or a substantial portion of the securities held by Small-Cap Growth may be sold after the Reorganization in order to comply with the investment practices of Small-Cap Sustainable Growth in connection with the Reorganization. For any such sales, the transaction costs will be borne by Small-Cap Sustainable Growth. Such costs are ultimately borne by the Fund’s shareholders.

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How do the Funds’ fees and expenses compare?

Small-Cap Growth offers two classes of shares (Class A and Class C, after all Class B shares are to be converted into Class A shares prior to the Reorganization). Small-Cap Sustainable Growth offers three classes of shares (Class A, Class C and Class I). Small-Cap Sustainable Growth’s Class I shares are not part of this Reorganization and are not discussed in this document; however, you may refer to Small-Cap Sustainable Growth’s Prospectus and Statement of Additional Information for more information on its Class I shares. You will not pay any initial or deferred sales charge in connection with the Reorganization.

The following tables allow you to compare the various fees and expenses that you may pay for buying and holding Class A and Class C shares of each of the Funds. The columns entitled “Small-Cap Sustainable Growth (Pro Forma)” show you what fees and expenses are estimated to be assuming the Reorganization takes place. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts is available from your financial professional and under “Sales Charges” on page ___ of the fund’s statutory prospectus and “Alternative Purchase Arrangements” on page ___ of the fund’s statement of additional information.

The amounts for the Class A and Class C shares of Small-Cap Growth and Small-Cap Sustainable Growth, set forth in the following tables and in the examples are based on the expenses for the 12-month periods ended September 30, 2009. The amounts for Class A and Class C shares of Small-Cap Sustainable Growth (Pro Forma) set forth in the following tables and in the examples are based on what the estimated expenses of Small-Cap Sustainable Growth would have been for the 12-month period ended September 30, 2009, assuming the Reorganization had taken place on October 1, 2008.

Shareholder Fees (fees paid directly from your investment)

	Small-Cap Growth Class A		Small-Cap Sustainable Growth Class A		Small-Cap Sustainable Growth (Pro Forma) Class A
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	5.75	%	5.75	%	5.75	%
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the value redeemed or the amount invested)	None		None		None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends	None		None		None
Redemption Fee	None		None		None
Exchange Fee	None		None		None

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Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Small-Cap Growth Class A		Small-Cap Sustainable Growth Class A		Small-Cap Sustainable Growth (Pro Forma) Class A
Management Fees	0.9	9%	0.90	%	0.90	%
Distribution and Shareholder Servicing (12b-1) Fees	None		0.25	%	0.25	%
Shareholder Services Fee	0.25	%(a)	None		None
Other Expenses	0.83	%	1.00	%	0.67	%
Total Annual Fund Operating Expenses	2.07	%	2.15	%	1.82	%

Shareholder Fees (fees paid directly from your investment)

	Small-Cap Growth Class C		Small-Cap Sustainable Growth Class C		Small-Cap Sustainable Growth (Pro Forma) Class C
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the value redeemed or the amount invested)	1.00	%(b)	1.00	%(b)	1.00	%(b)
Maximum Sales Charge (Load) Imposed on Reinvested Dividends	None		None		None
Redemption Fee	None		None		None
Exchange Fee	None		None		None

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Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Small-Cap Growth Class C		Small-Cap Sustainable Growth Class C		Small-Cap Sustainable Growth (Pro Forma) Class C
Management Fees	0.99	%	0.90	%	0.90	%
Distribution and Shareholder Servicing (12b-1) Fees	0.75	%	1.00	%	1.00	%
Shareholder Services Fee	0.25	%(a)	None		None
Other Expenses	0.83	%	1.00	%	0.67	%
Total Annual Fund Operating Expenses	2.82	%	2.90	%	2.57	%

(a) Small-Cap Growth has a separate shareholder service fee plan.

(b) The deferred sales charge is imposed on Class C shares redeemed during the first year only.

The tables below show examples of the total expenses you would pay on a $10,000 investment over one-, three-, five- and ten-year periods. The examples are intended to help you compare the cost of investing in the Funds and Small-Cap Sustainable Growth (Pro Forma), assuming the Reorganization takes place, with the cost of investing in other funds. The examples assume a 5% average annual return, that you redeem all of your shares at the end of each time period and that you reinvest all of your dividends. The following tables also assume that total annual operating expenses remain the same. The examples are for illustration only, and your actual costs may be higher or lower.

Examples of Fund Expenses

	Class A
	One Year		Three Years		Five Years		Ten Years
Small-Cap Growth	$	773	$	1,186	$	1,625	$	2,837
Small-Cap Sustainable Growth	$	781	$	1,209	$	1,663	$	2,915
Small-Cap Sustainable Growth (Pro Forma)	$	749	$	1,115	$	1,504	$	2,589

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	Class C
	One Year		Three Years		Five Years		Ten Years
Small-Cap Growth	$	385	$	874	$	1,489	$	3,147
Small-Cap Sustainable Growth	$	393	$	898	$	1,528	$	3,223
Small-Cap Sustainable Growth (Pro Forma)	$	360	$	799	$	1,365	$	2,905

You would pay the following expenses if you did not redeem your shares:

	Class C
	One Year		Three Years		Five Years		Ten Years
Small-Cap Growth	$	285	$	874	$	1,489	$	3,147
Small-Cap Sustainable Growth	$	293	$	898	$	1,528	$	3,223
Small-Cap Sustainable Growth (Pro Forma)	$	260	$	799	$	1,365	$	2,905

Portfolio Turnover

Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the examples, affect the Funds’ performance. During the most recent fiscal year, Small-Cap Growth’s portfolio turnover rate was         % of the average value of its portfolio, while Small-Cap Sustainable Growth’s portfolio turnover rate was          % of the average value of its portfolio.

How do the Funds’ performance records compare?

The following charts show how the Class A shares of Small-Cap Growth and Small-Cap Sustainable Growth have performed in the past. The Class A shares of Small-Cap Growth commenced operations on October 10, 1994, and the Class C shares commenced operations on October 8, 1996. The Class A and Class C shares of Small-Cap Sustainable Growth commenced operations on June 28, 2006.

Small-Cap Growth, a series of the Trust, is the successor of the Phoenix Small-Cap Growth Fund, a series of Phoenix Investment Trust 06 (“Small-Cap Predecessor Fund”), resulting from a reorganization of the Small-Cap Predecessor Fund with and into Small-Cap Growth on March 10, 2008. The Small-Cap Predecessor Fund and Small-Cap Growth have identical investment objectives and strategies. Small-Cap Growth has adopted the past

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performance of the Small-Cap Predecessor Fund as its own. Therefore the performance tables below include the performance of the shares of the Small-Cap Predecessor Fund prior to Small-Cap Growth’s commencement date.

Small-Cap Sustainable Growth, a series of the Trust, is the successor of the Phoenix Small-Cap Sustainable Growth Fund, a series of Phoenix Investment Trust 97 (“Sustainable Predecessor Fund”), resulting from a reorganization of the Sustainable Predecessor Fund with and into Small-Cap Sustainable Growth on March 10, 2008. The Sustainable Predecessor Fund and Small-Cap Sustainable Growth have identical investment objectives and strategies. Small-Cap Sustainable Growth has adopted the past performance of the Sustainable Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Sustainable Predecessor Fund prior to Small-Cap Sustainable Growth’s commencement date. Past performance, before and after taxes, is not an indication of future results.

Year-by-Year Total Return (%)

The charts below show the percentage gain or loss in each full calendar year for the Class A shares of Small-Cap Growth and Small-Cap Sustainable Growth.

These charts should give you a general idea of the risks of investing in each Fund by showing how the Fund’s return has varied from year to year. These charts include the effects of fund expenses. Each Fund’s annual returns in the charts below do not reflect the deduction of any sales charges. The returns would have been less than those shown if sales charges were deducted. Each Fund can also experience short-term performance swings as indicated in the high and low quarter information at the bottom of each chart.

Small-Cap Growth—Class A

-14.60%	-29.98%	-30.51%	48.29%	8.25%	9.75%	5.41%	8.63%	-50.43%	34.38%
00	01	02	03	04	05	06	07	08	09

Best Quarter: 4^th - 2001     32.83%

Worst Quarter: 3^rd - 2001    - 37.62%

Year-to-date performance (through March 31, 2010) is         %

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Small-Cap Sustainable Growth—Class A

-2.97%	-34.98%	38.30%
07	08	09

Best Quarter: 2^nd - 2009     22.90%

Worst Quarter: 4^th - 2008    - 28.17%

Year-to-date performance (through March 31, 2010) is         %

The next set of tables lists the average annual total return by class of Small-Cap Growth for the past one, three, five and ten years, and of Small-Cap Sustainable Growth for the past one and three years and since inception (through December 31, 2009). The after-tax returns shown are for Class A shares of Small-Cap Growth and Small-Cap Sustainable Growth; after-tax returns for other classes of the Funds will vary. These tables include the effects of sales charges (where applicable) and fund expenses and are intended to provide you with some indication of the risks of investing in each Fund by comparing its performance with appropriate widely recognized indexes of securities, descriptions of which can be found following the table. An index does not reflect fees, expenses or any taxes. It is not possible to invest directly in an index. Updated performance information is available at www.virtus.com or by calling 800-243-1574.

Average Annual Total Return (for the period ended 12/31/2009)

Small-Cap Growth	1 Year Ended 12/31/09		3 Years Ended 12/31/09		5 Years Ended 12/31/09		10 Years Ended 12/31/09
Class A shares
Return Before Taxes	26.65	%	-11.98	%	-4.63	%	-6.22	%
Return After Taxes on Distributions	26.65	%	-11.98	%	-4.63	%	-6.22	%
Return After Taxes on Distributions and Sale of Fund Shares	17.32	%	-9.97	%	-3.88	%	-5.02	%
Class C Shares
Return Before taxes	33.37	%	-10.90	%	-4.22	%	-6.37	%
S&P 500® Index	26.46	%	-5.63	%	0.42	%	-0.96	%
Russell 2000® Growth Index	34.47	%	-4.00	%	0.87	%	-1.37	%

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Small-Cap Sustainable Growth	1 Year Ended 12/31/09		3 Years Ended 12/31/09		Since Inception 6/28/06
Class A shares
Return Before Taxes	30.35	%	-6.31	%	-4.28	%
Return After Taxes on Distributions	30.35	%	-6.31	%	-4.28	%
Return After Taxes on Distributions and Sale of Fund Shares	19.72	%	-5.31	%	-3.60	%
Class C shares
Return Before Taxes	37.15	%	-5.17	%	-3.39	%
Class I shares
Return Before Taxes	37.46	%	-4.48	%	-2.65	%
S&P 500® Index	26.46	%	-5.63	%	-0.98	%
Russell 2000® Growth Index	34.47	%	-4.00	%	-0.03	%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. The Return After Taxes on Distributions and Sales of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period if there was a tax loss realized on the sale of fund shares. The benefit (to the extent it can be used to offset other gains) may result in a higher return.

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The S&P 500^® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The Russell 2000^® Growth Index is a market capitalization-weighted index of growth-oriented stocks of the smallest 2,000 companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The indexes are calculated on a total-return basis with dividends reinvested. These indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio.

For a detailed discussion of the manner of calculating total return, please see the Funds’ Statement of Additional Information. Generally, the calculations of total return assume the reinvestment of all dividends and capital gain distributions on the reinvestment date and the deduction of all recurring expenses that were charged to shareholders’ accounts.

Important information about Small-Cap Sustainable Growth is also contained in management’s discussion of Small-Cap Sustainable Growth’s performance, which appears in the most recent Annual Report of the Trust relating to Small-Cap Sustainable Growth.

Who will be the Adviser and Subadviser of my Fund after the Reorganization? What will the advisory and subadvisory fees be after the Reorganization?

Management of the Funds

The overall management of Small-Cap Growth and Small-Cap Sustainable Growth is the responsibility of, and is supervised by, the Board of Trustees of the Trust.

Adviser

Virtus Investment Advisers, Inc. (the “Adviser” or “VIA”) is the investment adviser for Small-Cap Sustainable Growth and is responsible for managing the Fund’s investment program and for the general operations of the Fund, including oversight of the Fund’s Subadviser and recommending its hiring, termination and replacement.

Facts about the Adviser:

• The Adviser is an indirect, wholly-owned subsidiary of Virtus Investment Partners, Inc. and has acted as an investment adviser for over 70 years.

• The Adviser acts as the investment adviser for over 40 mutual funds and as adviser to institutional clients, with assets under management of approximately [$12.5] billion as of December 31, 2009.

• The Adviser is located at 100 Pearl Street, Hartford, Connecticut 06103.

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Subadviser

KAR (the “Subadviser”) is the investment subadviser to Small-Cap Sustainable Growth. Pursuant to the Subadvisory Agreement with the Adviser, the Subadviser is responsible for the day-to-day management of the Fund’s portfolio.

Facts about the Subadviser:

• The Subadviser is an affiliate of VIA, and has been an investment adviser since 1984.

• The Subadviser is located at 1800 Avenue of the Stars, 2^nd Floor, Los Angeles, CA 90067.

• The Subadviser had approximately [$4.1] billion in assets under management as of December 31, 2009.

The Trust and the Adviser have received an exemptive order from the Securities and Exchange Commission that permits the Adviser, subject to certain conditions, and without the approval of shareholders, to: (a) employ a new unaffiliated subadviser for a fund pursuant to the terms of a new subadvisory agreement, in each case either as a replacement for an existing subadviser or as an additional subadviser; (b) change the terms of any subadvisory agreement; and (c) continue the employment of an existing subadviser on the same subadvisory agreement terms where an agreement has been assigned because of a change in control of the subadviser. In such circumstances, shareholders would receive notice of such action, including the information concerning the new subadviser that normally is provided in a proxy statement.

Portfolio Management

Robert Schwarzkopf, CFA. Mr. Schwarzkopf is a Co-Portfolio Manager of the Small-Cap Sustainable Growth Fund (since inception in June 2006). He is also Co-Portfolio Manager for the Virtus Quality Small-Cap Fund (since inception in June 2006) and the Virtus Small-Cap Core Fund (since 1996). Mr. Schwarzkopf is Chief Investment Officer (since 2007), a portfolio manager for the small- and mid-cap equity portfolios (since 1992), and a member of the Executive Management Committee. Before joining the Subadviser in 1991, Mr. Schwarzkopf was a member of the Investment Policy Committee at the Pilgrim Group of Mutual Funds and portfolio manager for Pilgrim Regional Bankshares. He has approximately 28 years of investment industry experience.

Todd Beiley, CFA. Mr. Beiley is a Co-Portfolio Manager of the Small-Cap Sustainable Growth Fund (since 2008). He is also Co-Portfolio Manager for the Small-Cap Core Fund (since February 2009). Mr. Beiley is a Senior Research Analyst with primary research responsibilities for the small- and mid-capitalization health-care sector. Before joining the Subadviser in 2002, Mr. Beiley was an associate analyst in equity research at Prudential Securities. He has over 10 years of investment industry experience.

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Jon Christensen, CFA. Mr. Christensen is a Co-Portfolio Manager of the Small-Cap Sustainable Growth Fund (since February 2009). He is also Co-Portfolio Manager for the Small-Cap Core Fund (since December 2008) and the Mid-Cap Core Fund (since inception in June 2009). Mr. Christensen is a portfolio manager and senior research analyst with primary research responsibilities for the small- and mid-capitalization consumer sector. Before joining the Subadviser in 2001, he was a portfolio manager and senior research analyst for Doheny Asset Management. Mr. Christensen has approximately 14 years of investment industry experience.

Please refer to the Statement of Additional Information for additional information about Small-Cap Sustainable Growth’s portfolio managers, including the structure of and method of computing compensation, other accounts they manage and their ownership of shares of Small-Cap Sustainable Growth.

Advisory Fees

For its management and supervision of the daily business affairs of Small-Cap Sustainable Growth, the Adviser is entitled to receive a monthly fee that is accrued daily against the value of Small-Cap Sustainable Growth’s net assets at the following annual rates:

First $400 million	0.90	%
Over $400 million through $1 billion	0.85	%
Over $1 billion	0.80	%

The Adviser has voluntarily agreed to limit the total operating expenses (excluding interest, taxes and extraordinary expenses) of the Fund to 1.65% for Class A shares and 2.40% for Class C shares. The Adviser may discontinue the reimbursement arrangement at any time. Under certain conditions, the Adviser may recapture operating expenses reimbursed under this arrangement subsequent to August 23, 2007, for a period of three years following the end of the fiscal year in which such reimbursements occurred.

Subadvisory Fees

Under the terms of the Subadvisory Agreement, the Subadviser is paid by the Adviser for providing advisory services to Small-Cap Sustainable Growth. The Fund does not pay a fee to the Subadviser. The Adviser pays the Subadviser a subadvisory fee at the rate of 50% of the net advisory fee.

What will be the primary federal tax consequences of the Reorganization?

Prior to or at the completion of the Reorganization, the Funds will have received an opinion from the law firm of McDermott Will & Emery LLP that, for federal income tax purposes, the Reorganization contemplated by the Plan more likely than not will qualify as a tax-free reorganization described in section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that each Fund more likely than not will be “a party to a reorganization,” within the meaning of section 368(b) of the Code.

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If the Reorganization qualifies as a tax-free reorganization and each of the Funds is a party to a reorganization, as described above, then, as a result, for federal income tax purposes, no gain or loss will be recognized by Small-Cap Growth or its shareholders as a result of receiving shares of Small-Cap Sustainable Growth in connection with the Reorganization. The holding period and aggregate tax basis of the shares of Small-Cap Sustainable Growth that are received by the shareholders of Small-Cap Growth will be the same as the holding period and aggregate tax basis of the shares of Small-Cap Growth previously held by such shareholders, provided that such shares of Small-Cap Growth are held as capital assets. In addition, no gain or loss will be recognized by Small-Cap Sustainable Growth upon the receipt of the assets of Small-Cap Growth in exchange for shares of Small-Cap Sustainable Growth and the assumption by Small-Cap Sustainable Growth of Small-Cap Growth’s liabilities, and the holding period and tax basis of the assets of Small-Cap Growth in the hands of Small-Cap Sustainable Growth as a result of the Reorganization will be the same as in the hands of Small-Cap Growth immediately prior to the Reorganization.

RISKS

Are the risk factors for the Funds similar?

Yes. The risk factors are similar due to the substantially identical investment objectives and substantially similar investment policies of the Funds. The risks of Small-Cap Sustainable Growth are described in greater detail in that Fund’s Prospectus and Statement of Additional Information.

What are the primary risks of investing in each Fund?

An investment in each Fund is subject to certain risks. There is no assurance that investment performance of either Fund will be positive or that the Funds will meet their investment objectives. The following disclosure highlights the primary risks associated with investment in each of the Funds.

Each of the Funds is subject to Growth Stocks Risk, Market Volatility Risk and Small and Unseasoned Company Risk.

• Growth Stocks Risk—The risk that the fund’s focus on growth investing will cause the fund to underperform when value investing is in favor. Because growth stocks typically make little or no dividend payments to shareholders, investment return is based on a stock’s capital appreciation, making return more dependent on market increases and decreases. Growth stocks are therefore more susceptible than non-growth stocks to market changes, tending to drop more sharply when markets fall. Growth-oriented funds typically underperform when value investing is in favor.

• Market Volatility Risk—The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general

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economic conditions. Price changes may be temporary or may last for extended periods. Instability in the financial markets has led to volatile financial markets that expose the fund to greater market and liquidity risk and potential difficulty in valuing portfolio instruments that it holds. In response to financial markets that experienced extreme volatility, and in some cases a lack of liquidity, the U.S. Government has taken a number of unprecedented actions, including acquiring distressed assets from financial institutions and acquiring ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear. Additional legislation or government regulation may also change the way in which funds themselves are regulated, which could limit or preclude a fund’s ability to achieve its investment objective.

• Small and Unseasoned Company Risk—The risk that investments in smaller unseasoned companies may be more volatile than investments in larger companies. Companies with smaller market capitalizations are often companies with a limited operating history or companies in industries that have recently emerged due to cultural, economic, regulatory or technological developments. The trading volume of small company securities is normally lower than that of larger companies. Changes in the demand for the securities of smaller companies generally have a disproportionate effect on their market price, tending to make prices rise more in response to buying demand and fall more in response to selling pressure.

Small-Cap Growth is also subject to Sector Investing Risk.

• Sector Investing Risk—The risk that securities in other sectors may provide greater investment return in certain market conditions as compared to the companies in the sector(s) in which the fund is invested. Moreover, conditions that negatively affect the sector(s) in which the fund is invested will have a greater impact on the fund as compared to a fund that is not significantly invested in such sector(s).

Small-Cap Sustainable Growth is also subject to Limited Number of Investments Risk.

• Limited Number of Investments Risk—The risk that conditions that negatively affect securities in the portfolio will have greater impact on the fund as compared with a fund that holds a greater number of security positions. In addition, the fund may be more sensitive to changes in the market value of a single issuer in its portfolio, making the value of your shares potentially more volatile.

Please refer to each Fund’s Prospectus and Statement of Additional Information for more information on risks.

INFORMATION ABOUT THE REORGANIZATION

At a regular meeting held on February 24-26, 2010, all of the Trustees of the Trust on behalf of Small-Cap Growth, including the Disinterested Trustees, considered and approved the Reorganization as set forth in the Plan. They determined that the Reorganization was in the best interests of Small-Cap Growth and its shareholders, and that the interests of existing shareholders of Small-Cap Growth will not be diluted as a result of the transactions contemplated by the Reorganization.

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Before approving the Plan, the Trustees evaluated extensive information provided by the management of the Funds and reviewed various factors about the Funds and the proposed Reorganization. The Trustees noted that Small-Cap Sustainable Growth has a substantially identical investment objective and substantially similar investment strategies as Small-Cap Growth. They further noted that Small-Cap Sustainable Growth’s performance for the one- and three-year periods ended December 31, 2009 exceeded that of Small-Cap Growth. They also noted that the Adviser’s voluntary expense limitation agreements with the Funds reduces Small-Cap Sustainable Growth’s total net fund expenses to a level below the net fund expenses of Small-Cap Growth. While the Adviser intends to continue the voluntary expense limits after the Reorganization, they may be discontinued at any time.

The Trustees considered the relative asset size of each Fund, including the benefits of creating an entity with a higher combined level of assets.

In addition, the Trustees considered, among other things:

• the terms and conditions of the Reorganization;

• the fact that the Reorganization would not result in the dilution of shareholders’ interests;

• the fact that the Adviser and Small-Cap Sustainable Growth will bear the expenses incurred in connection with the Reorganization equally;

• the benefits to shareholders, including from operating efficiencies, which may be achieved from combining the Funds;

• the fact that Small-Cap Sustainable Growth will assume all of the liabilities of Small-Cap Growth;

• the fact that the Reorganization is expected, more likely than not, to be a tax-free transaction for federal income tax purposes; and

• alternatives available to shareholders of Small-Cap Growth, including the ability to redeem their shares.

During their consideration of the Reorganization, the Trustees of the Trust consulted with counsel to the Disinterested Trustees, as appropriate.

After consideration of the factors noted above, together with other factors and information considered to be relevant, and recognizing that there can be no assurance that any operating efficiencies or other benefits will in fact be realized, the Trustees of the Trust concluded that the proposed Reorganization would be in the best interests of Small-Cap Growth and its shareholders. Consequently, they approved the Plan and directed that the Plan be submitted to shareholders of Small-Cap Growth for approval.

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The Trustees of the Trust have also approved the Plan on behalf of Small-Cap Sustainable Growth, after concluding that the proposed Reorganization would be in the best interests of Small-Cap Sustainable Growth and its shareholders.

Agreement and Plan of Reorganization

The following summary is qualified in its entirety by reference to the Plan (the form of which is attached as Exhibit A to this Prospectus/Proxy Statement).

The Plan provides that all of the assets of Small-Cap Growth will be acquired by Small-Cap Sustainable Growth in exchange for Class A and Class C shares of Small-Cap Sustainable Growth and the assumption by Small-Cap Sustainable Growth of all of the liabilities of Small-Cap Growth on or about June 25, 2010, or such other date as may be agreed upon by the parties (the “Closing Date”). Prior to the Closing Date, Small-Cap Growth will endeavor to discharge all of its known liabilities and obligations. Small-Cap Growth will prepare an unaudited statement of its assets and liabilities as of the Closing Date.

At or prior to the Closing Date, Small-Cap Growth will declare and pay a distribution or distributions that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to 4:00 p.m. Eastern time on the Closing Date; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed.

The number of full and fractional shares of each class of Small-Cap Sustainable Growth to be received by the shareholders of Small-Cap Growth will be determined by dividing the net assets of Small-Cap Growth by the net asset value of a share of Small-Cap Sustainable Growth. These computations will take place as of immediately after the close of business on the New York Stock Exchange and after the declaration of any dividends at or prior to the Closing Date (the “Valuation Date”). The net asset value per share of each class will be determined by dividing assets, less liabilities, in each case attributable to the respective class, by the total number of outstanding shares.

VP Distributors, Inc. (“VP Distributors”), the administrator for both Funds, will compute the value of each Fund’s respective portfolio of securities. The method of valuation employed will be consistent with the procedures set forth in the Prospectus and Statement of Additional Information of Small-Cap Sustainable Growth, Rule 22c-1 under the 1940 Act, and with the interpretations of that Rule by the SEC’s Division of Investment Management.

Immediately after the transfer of its assets to Small-Cap Sustainable Growth, Small-Cap Growth will liquidate and distribute pro rata to the shareholders as of the close of business on the Closing Date the full and fractional shares of Small-Cap Sustainable Growth received by Small-Cap Growth. The liquidation and distribution will be accomplished by the establishment of accounts in the names of Small-Cap Growth’s shareholders on the share records of Small-Cap Sustainable Growth or its transfer agent. Each account will represent the respective pro rata number of full and fractional shares of Small-Cap Sustainable Growth due to Small-Cap Growth’s shareholders. All issued and outstanding shares of Small-Cap Growth will be

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canceled. The shares of Small-Cap Sustainable Growth to be issued will have no preemptive or conversion rights and no share certificates will be issued. After these distributions and the winding up of its affairs, Small-Cap Growth will be terminated as a series of the Trust.

The consummation of the Reorganization is subject to the conditions set forth in the Plan, including approval by Small-Cap Growth’s shareholders, accuracy of various representations and warranties and receipt of opinions of counsel. Notwithstanding approval of Small-Cap Growth’s shareholders, the Plan may be terminated (a) by the mutual agreement of Small-Cap Growth and Small-Cap Sustainable Growth; (b) by either Small-Cap Growth or Small-Cap Sustainable Growth if the Reorganization has not occurred on or before October 31, 2010, unless such date is extended by mutual agreement of Small-Cap Growth and Small-Cap Sustainable Growth; or (c) by either party if the other party materially breaches its obligations under the Plan or made a material and intentional misrepresentation in the Plan or in connection with the Plan.

If the Reorganization is not consummated, VIA or one of its affiliates will pay the expenses incurred by Small-Cap Growth and Small-Cap Sustainable Growth in connection with the Reorganization (including the cost of any proxy soliciting agent). In such event, no portion of the expenses will be borne directly or indirectly by Small-Cap Growth, Small-Cap Sustainable Growth or their shareholders.

If Small-Cap Growth’s shareholders do not approve the Reorganization, the Trustees of the Trust will consider other possible courses of action in the best interests of Small-Cap Growth and its shareholders.

Federal Income Tax Consequences

The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization under section 368 of the Code. As a condition to the closing of the Reorganization, the Funds will receive an opinion from the law firm of McDermott Will & Emery LLP to the effect that, for federal income tax purposes and based upon certain facts, assumptions, and representations, the Reorganization contemplated by the Plan more likely than not will qualify as a tax-free reorganization described in section 368(a) of the Code, and that each Fund more likely than not will be “a party to a reorganization,” within the meaning of section 368(b) of the Code.

If the Reorganization qualifies as a tax-free reorganization and each of the Funds is a party to a reorganization, as described above, then, as a result:

1. No gain or loss will be recognized by Small-Cap Sustainable Growth upon the receipt of the assets of Small-Cap Growth solely in exchange for the shares of Small-Cap Sustainable Growth and the assumption by Small-Cap Sustainable Growth of the liabilities of Small-Cap Growth;

2. No gain or loss will be recognized by Small-Cap Growth on the transfer of its assets to Small-Cap Sustainable Growth in exchange for Small-Cap Sustainable Growth’s shares and the assumption by Small-Cap Sustainable Growth of the liabilities of Small-Cap Growth or upon the distribution of Small-Cap Sustainable Growth’s shares to Small-Cap Growth’s shareholders in exchange for their shares of Small-Cap Growth;

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3. No gain or loss will be recognized by Small-Cap Growth’s shareholders upon the exchange of their shares of Small-Cap Growth for shares of Small-Cap Sustainable Growth in liquidation of Small-Cap Growth;

4. The aggregate tax basis of the shares of Small-Cap Sustainable Growth received by each shareholder of Small-Cap Growth pursuant to the Reorganization will be the same as the aggregate tax basis of the shares of Small-Cap Growth held by such shareholder immediately prior to the Reorganization, and the holding period of the shares of Small-Cap Sustainable Growth received by each shareholder of Small-Cap Growth will include the period during which the shares of Small-Cap Growth exchanged therefor were held by such shareholder (provided that the shares of Small-Cap Growth are held as capital assets on the date of the Reorganization); and

5. The tax basis of the assets of Small-Cap Growth acquired by Small-Cap Sustainable Growth will be the same as the tax basis of such assets to Small-Cap Growth immediately prior to the Reorganization, and the holding period of such assets in the hands of Small-Cap Sustainable Growth will include the period during which the assets were held by Small-Cap Growth.

Opinions of counsel are not binding upon the Internal Revenue Service or the courts. If the Reorganization is consummated, but does not qualify as a tax-free reorganization under the Code, Small-Cap Growth’s transfer of its assets to Small-Cap Sustainable Growth nonetheless may constitute a tax-free exchange. However, Small-Cap Growth would recognize gain or loss on the liquidating distribution of the full and fractional shares of Small-Cap Sustainable Growth received by Small-Cap Growth in exchange for Small-Cap Growth’s assets. Each shareholder of Small-Cap Growth would recognize a taxable gain or loss equal to the difference between its tax basis in its Small-Cap Growth shares and the fair market value of the shares of Small-Cap Sustainable Growth it received in the liquidation.

Small-Cap Sustainable Growth’s utilization after the Reorganization of any pre-Reorganization losses realized by Small-Cap Sustainable Growth to offset income or gain realized by Small-Cap Growth could be subject to limitation. Shareholders of Small-Cap Growth should consult their tax advisers regarding the effect of the Reorganization in light of their individual circumstances.

Pro Forma Capitalization

The following table sets forth the capitalization of the Funds as of September 30, 2009, and the capitalization of Small-Cap Sustainable Growth on a pro forma basis as of that date, giving effect to the proposed acquisition of assets at net asset value. The pro forma data reflects an exchange ratio of approximately 2.7422 Class A shares and 2.5481 Class C shares of Small-Cap Sustainable Growth for each Class A and Class C share, respectively, of Small-Cap Growth.

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Capitalization of Small-Cap Growth, Small-Cap Sustainable Growth and

Small-Cap Sustainable Growth (Pro Forma)

	Small-Cap Growth		Small-Cap Sustainable Growth		Adjustments(a)			Small-Cap Sustainable Growth (Pro Forma) After Reorganization
Net Assets (in 000s)
Class A	$	50,157	$	1,100	$	4,464	(b)	$	55,721
Class B	$	4,507		—	$	(4,507	)(b)		—
Class C	$	6,014	$	338	$	(4	)	$	6,348
Class I		—	$	4,117	$	(3	)	$	4,114
Total Net Assets	$	60,678	$	5,555	$	(50	)	$	66,183
Net Asset Value Per Share
Class A	$	23.88	$	8.71				$	8.71
Class B	$	21.63		—					—
Class C	$	21.61	$	8.49				$	8.49
Class I		—	$	8.70				$	8.70
Shares Outstanding (in 000s)
Class A		2,100		126		4,176			6,402
Class B		208		—		(208	)(b)		—
Class C		278		40		430			748
Class I		—		473		—			473
Total Shares Outstanding		2,586		639		4,398	(c)		7,623

(a) Reflects $50,000 in merger costs allocated to Small-Cap Sustainable Growth.

(b) Class B shares for Small-Cap Growth will be converted to Class A prior to the Reorganization.

(c) Reflects change in shares outstanding due to an increase of Class A and Class C shares of Small-Cap Sustainable Growth in exchange for Class A and Class C shares, respectively, of Small-Cap Growth based on the net asset value of Small-Cap Sustainable Growth’s Class A and Class C shares, respectively, at September 30, 2009.

The table set forth above should not be relied upon to reflect the number of shares to be received in the Reorganization; the actual number of shares to be received will depend upon the net asset value and number of shares outstanding of each Fund at the time of the Reorganization.

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Distribution of Shares

VP Distributors, an affiliate of Virtus Investment Partners, Inc. and the sole stockholder of the Adviser, serves as the national distributor of the Funds’ shares. VP Distributors distributes the Funds’ shares either directly or through securities dealers or agents or bank-affiliated securities brokers. Small-Cap Growth will be authorized to issue two classes of shares: Class A and Class C, after all of Small-Cap Growth’s Class B shares are converted to Class A shares prior to the Reorganization. Small-Cap Sustainable Growth currently offers three classes of shares: Class A, Class C and Class I shares. Small-Cap Sustainable Growth’s Class I shares are not part of this Reorganization and are not discussed in this document; however, you may refer to Small-Cap Sustainable Growth’s Prospectus and Statement of Additional Information for more information on its Class I shares. Each class of shares for the Funds has a separate distribution arrangement and bears its own distribution expenses, if any.

In the proposed Reorganization, shareholders of Small-Cap Growth owning Class A or Class C shares will receive Class A or Class C shares, respectively, of Small-Cap Sustainable Growth. Class A shares may pay a sales charge at the time of purchase of up to 5.75% of the offering price. Class A Shares on which a finder’s fee has been paid may incur a 1% deferred sales charge if the shares are redeemed within 18 months of purchase. The 18-month period begins on the last day of the month preceding the month in which the purchase was made. Class A Shares are also subject to an ongoing distribution and/or services fees at an annual rate of 0.25% of the Fund’s aggregate average daily net assets attributable to the Class A shares.

Class C shares are sold without a front-end sales charge and are subject to a 1.00% contingent deferred sales charge (“CDSC”) if such shares are redeemed within one year of purchase. For purposes of calculating the CDSC that you may pay when you dispose of any Class C shares acquired as a result of the Reorganization, the length of time you hold shares in Small-Cap Sustainable Growth will be added to the length of time you held shares in Small-Cap Growth. If you acquire Class C shares as a result of the Reorganization, you will continue to be subject to a CDSC upon subsequent redemption to the same extent as if you had continued to hold your shares of Small-Cap Growth. Class C shares are also subject to an ongoing distribution and/or services fee at an aggregate annual rate of up to 1.00% of the applicable Fund’s aggregate average daily net assets attributable to Class C shares. Class C shares do not convert to any other class of shares. Class C shares issued to shareholders of Small-Cap Growth in connection with the Reorganization will continue to be subject to the CDSC schedule in place at the time of their original purchase.

In connection with the Reorganization, no sales charges are imposed. More detailed descriptions of the Class A and Class C shares and the distribution arrangements applicable to these classes of shares are contained in the Prospectus and Statement of Additional Information relating to Small-Cap Sustainable Growth.

Purchase and Redemption Procedures

Information concerning applicable sales charges and distribution-related fees is provided above. Investments in the Funds are not insured.

Purchase Minimums
Minimum Initial Purchase	$500
Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts	$25
Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans	No minimum
Minimum Additional Purchase	$25
Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans	No minimum

In general, you can buy or sell shares of the fund by mail or telephone on any business day. You can generally pay for shares by check or wire. (You may be charged wire fees or other transaction fees; ask your financial advisor.) When selling shares, you will receive a check, unless you request a wire. Payment for shares redeemed generally is made within seven days. You also may buy and sell shares through a financial advisor. Orders to buy and sell shares are processed at the next NAV (share price) to be calculated after we receive your request in good order. NAVs are calculated only on days when the New York Stock Exchange is open for regular trading.

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Each Fund reserves the right to redeem in kind, under certain circumstances, by paying you the proceeds of a redemption in securities rather than in cash. Additional information concerning purchases and redemptions of shares, including how each Fund’s net asset value is determined, is contained in the Funds’ Prospectuses. Each Fund may involuntarily redeem shareholders’ accounts that have a balance below $200 as a result of redemption activity, subject to written notice within sixty days. All investments are invested in full and fractional shares. The Funds reserve the right to reject any purchase order. For more information about buying and selling shares, ask your financial advisor or see “Your Account” on page [    ], “How to Buy Shares” on page [    ] and “How to Sell Shares” on page [    ] of the fund’s statutory prospectus.

Exchange Privileges

The Funds currently offer shareholders identical exchange privileges. Shareholders of each Fund may exchange their shares for shares of a corresponding class of shares of other affiliated Virtus Mutual Funds. Class C shares of the Funds are also exchangeable for Class T shares of those Virtus Mutual Funds offering them.

On exchanges with corresponding classes of shares that carry a contingent deferred sales charge, the contingent deferred sales charge schedule of the original shares purchased continues to apply. Additional information concerning the Funds’ exchange privileges is contained in the Funds’ Prospectuses.

Dividend Policy

The Funds distribute net investment income semiannually. Both Funds distribute net realized capital gains, if any, at least annually.

All dividends and distributions of the Funds are paid in additional shares of the respective Fund unless a shareholder has elected to receive distributions in cash. See the Funds’ Prospectuses for further information concerning dividends and distributions.

Each Fund has qualified, and Small-Cap Sustainable Growth intends to continue to qualify, to be treated as a regulated investment company under the Code. To remain qualified as a regulated investment company, a Fund must distribute 90% of its taxable and tax-exempt income and diversify its holdings as required by the 1940 Act and the Code. While so qualified, so long as each Fund distributes all of its net investment company taxable and tax-exempt income and any net realized gains to its shareholders, it is expected that a Fund will not be required to pay any federal income taxes on the amounts distributed to its shareholders.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s website for more information.

COMPARATIVE INFORMATION ON SHAREHOLDERS’ RIGHTS

Form of Organization

Small-Cap Growth and Small-Cap Sustainable Growth are series of the Trust, which has operated as a diversified open-end management investment company registered with the SEC under the 1940 Act since May 1960. The Trust was originally incorporated in New York in 1956, and on January 13, 1992, was reorganized as a Massachusetts business trust. It was

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reorganized as a Delaware statutory trust in October 2000. The Trust is governed by the Declaration of Trust and By-Laws, Board of Trustees, and Delaware and federal law. The Trust is organized as a “series company” as that term is used in Rule 18f-2 under the 1940 Act. The series of the Trust currently consist of Small-Cap Growth and Small-Cap Sustainable Growth and 11 other mutual funds of various asset classes.

Capitalization

The beneficial interests in the Trust are represented by an unlimited number of transferable shares of beneficial interest, no par value, of one or more series. The Declaration of Trust of the Trust permits the Trustees to allocate shares into one or more series, and classes thereof, with rights determined by the Trustees, all without shareholder approval. Fractional shares may be issued by each Fund.

Shares of the classes of each Fund represent an equal pro rata interest in the Fund and generally have identical voting, dividend, liquidation and other rights, other than the payment of distribution fees. Shareholders of each Fund are entitled to receive dividends and other amounts as determined by the Trustees. Shareholders of each Fund vote separately, by Fund, as to matters, such as changes in fundamental investment restrictions, that affect only their particular Fund. Shareholders of each Fund vote by class as to matters, such as approval of or amendments to Rule 12b-1 distribution plans, that affect only their particular class.

Shareholder Liability

Under Delaware law, shareholders of a Delaware statutory trust are entitled to the same limitation of personal liability extended to stockholders of Delaware corporations. To the extent that the Trust or a shareholder of the Trust is subject to the jurisdiction of courts in other states, it is possible that a court may not apply Delaware law and may thereby subject shareholders of the Trust to liability. To guard against this risk, the Declaration of Trust of the Trust (a) provides that any written obligation of the Trust may contain a statement that such obligation may only be enforced against the assets of the Trust or the particular series in question and the obligation is not binding upon the shareholders of the Trust; however, the omission of such a disclaimer will not operate to create personal liability for any shareholder; and (b) provides for indemnification out of trust property of any shareholder held personally liable for the obligations of the Trust. Accordingly, the risk of a shareholder of the Trust incurring financial loss beyond that shareholder’s investment because of shareholder liability is limited to circumstances in which: (1) a court refuses to apply Delaware law; (2) no contractual limitation of liability was in effect; and (3) the Trust itself is unable to meet its obligations. In light of Delaware law, the nature of the Trust’s business, and the nature of its assets, the risk of personal liability to a shareholder of the Trust is remote.

Shareholder Meetings and Voting Rights

The Trust, on behalf of Small-Cap Growth or Small-Cap Sustainable Growth, is not required to hold annual meetings of shareholders. However, a meeting of shareholders for the purpose of voting upon the question of removal of a Trustee must be called when requested in writing by the holders of at least 10% of the outstanding shares of the Trust. In addition, the

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Trust is required to call a meeting of shareholders for the purpose of electing Trustees if, at any time, less than a majority of the Trustees then holding office were elected by shareholders. The Trust currently does not intend to hold regular shareholder meetings. Cumulative voting is not permitted in the election of Trustees of the Trust.

Except when a larger quorum is required by applicable law or the applicable governing documents, 33 1/3% of the shares entitled to vote constitutes a quorum for consideration of a matter at a shareholders’ meeting. When a quorum is present at a meeting, a majority (greater than 50%) of the shares voted is sufficient to act on a matter and a plurality of the shares voted is required to elect a Trustee (unless otherwise specifically required by the applicable governing documents or other law, including the 1940 Act).

A Trustee of the Trust may be removed with or without cause at a meeting of shareholders by a vote of two-thirds of the outstanding shares of the Trust, or with or without cause by the vote of two-thirds of the number of Trustees prior to removal.

Under the Declaration of Trust of the Trust, each shareholder is entitled to one vote for each dollar of net asset value of each share owned by such shareholder and each fractional dollar amount is entitled to a proportionate fractional vote.

The Declaration of Trust of the Trust provides that unless otherwise required by applicable law (including the 1940 Act), the Board of Trustees may, without obtaining a shareholder vote: (1) reorganize the Trust as a corporation or other entity, (2) merge the Trust into another entity, or merge, consolidate or transfer the assets and liabilities or class of shares to another entity, and (3) combine the assets and liabilities held with respect to two or more series or classes into assets and liabilities held with respect to a single series or class.

Under certain circumstances, the Trustees of the Trust may also terminate the Trust, a series, or a class of shares, upon written notice to the shareholders.

Liquidation

In the event of the liquidation of the Trust, either Fund, or a class of shares, the shareholders are entitled to receive, when and as declared by the Trustees, the excess of the assets belonging to the Trust, the Fund or attributable to the class over the liabilities belonging to the Trust, the Fund or attributable to the class. The assets so distributable to shareholders of the Fund will be distributed among the shareholders in proportion to the dollar value of shares of such Fund or class of the Fund held by them on the date of distribution.

Liability and Indemnification of Trustees

Under the Declaration of Trust of the Trust, a Trustee is generally personally liable only for willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the office of Trustee. As provided in the Declaration of Trust and By-Laws of the Trust, each Trustee of the Trust, as the case may be, is entitled to be indemnified against all liabilities and all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her office of Trustee, unless the Trustee (1) shall have been adjudicated by the court or other body

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before which the proceeding was brought to be liable to the Trust, as the case may be, or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office of Trustee (collectively, “disabling conduct”) or (2) with respect to any proceeding disposed of without an adjudication by the court or other body before which the proceeding was brought that such Trustee was liable to the Trust, as the case may be, or its shareholders by reason of disabling conduct, unless there has been a determination that the Trustee did not engage in disabling conduct. This determination may be made by (a) the court or other body before which the proceeding was brought, (b) a vote of a majority of those Trustees who are neither “interested persons” within the meaning of the 1940 Act nor parties to the proceeding or (c) an independent legal counsel in a written opinion. The Trust may also advance money in connection with the preparation and presentation of a defense to any proceeding provided that the Trustee undertakes to repay the Trust, if his or her conduct is later determined to preclude indemnification and certain other conditions are met.

The foregoing is only a summary of certain characteristics of the operations of the Declaration of Trust and By-Laws of the Trust, and Delaware and federal law, as applicable and is not a complete description of those documents or law. Shareholders should refer to the provisions of such Declaration of Trust, By-Laws and Delaware and federal law, as applicable law, directly for more complete information.

INFORMATION CONCERNING THE MEETING AND VOTING REQUIREMENTS

This Prospectus/Proxy Statement is being sent to shareholders of Small-Cap Growth in connection with a solicitation of proxies by the Trustees of the Trust, to be used at the Special Meeting of Shareholders (the “Meeting”) to be held at 2 p.m. Eastern time, June 23, 2010, at the offices of Virtus Investment Partners, Inc., 100 Pearl Street, Hartford, Connecticut 06103, and at any adjournments thereof. This Prospectus/Proxy Statement, along with a Notice of the Meeting and a proxy card, is first being mailed to shareholders of Small-Cap Growth on or about May 7, 2010.

The Board of Trustees of the Trust has fixed the close of business on April 19, 2010 as the record date (the “Record Date”) for determining the shareholders of Small-Cap Growth entitled to receive notice of the Meeting and to vote, and for determining the number of shares for which voting instructions may be given, with respect to the Meeting or any adjournment thereof.

In voting for the Plan, each shareholder is entitled to one vote for each dollar of net asset value of each share owned by such shareholder and each fractional dollar amount is entitled to a proportionate fractional vote.

Proxies may be revoked by mailing a notice of revocation to the Secretary of the Trust at the address set forth on the cover page of this Prospectus/Proxy Statement, by executing a superseding proxy by telephone or through the Internet or by attending the Meeting in person and voting your shares. Unless revoked, all valid proxies will be voted in accordance with the specifications thereon or, in the absence of such specifications, FOR approval of the Plan and the Reorganization contemplated thereby.

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If you wish to participate in the Meeting, you may submit the proxy card included with this Prospectus/Proxy Statement, vote through the Internet or by telephone, or attend in person. Guidelines on voting by mail, by telephone, through the Internet or in person at the Meeting appear on the enclosed proxy card.

If the enclosed proxy card is properly executed and returned in time to be voted at the Meeting, the proxies named thereon will vote the interests represented by the proxy card in accordance with the instructions marked on the returned proxy card. Proxy cards that are properly executed and returned but are not marked with voting instructions will be voted FOR the Plan and FOR any other matters deemed appropriate.

Thirty three and one-third percent (33 1/3%) of the outstanding voting shares of Small-Cap Growth must be present in person or by proxy to constitute a quorum for the Meeting. Approval of the Plan will require approval of the shares as mandated under the 1940 Act, which is the lesser of: approval by 67% or more of the votes present at the meeting if the holders of more than 50% of the outstanding votes are present; or, approval by more than 50% of the outstanding voting securities.

The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name”, as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) of shares represented at the Meeting as present for purposes of determining a quorum. In addition, under the rules of the New York Stock Exchange, if a broker has not received instructions from beneficial owners or persons entitled to vote and the proposal to be voted upon may “affect substantially” a shareholder’s rights or privileges, the broker may not vote the shares as to that proposal even if it has discretionary voting power. As a result, these shares also will be treated as broker non-votes for purposes of proposals that may “affect substantially” a shareholder’s rights or privileges (but will not be treated as broker non-votes for other proposals, including adjournment of the Meeting). Abstentions and broker non-votes will be treated as shares voted against the Plan.

In addition to the proxy solicitation by mail, representatives of the Trust may solicit proxies by mail, telephone, facsimile, Internet or personal contact. Computershare Fund Services, Inc. has been engaged to assist in the distribution and tabulation of proxies and to assist in the solicitation of proxies. The costs of solicitation and the expenses incurred in connection with preparing this Prospectus/Proxy Statement and its enclosures will be paid by Small-Cap Sustainable Growth and the Adviser equally. The anticipated cost of this proxy solicitation is approximately $100,000, plus expenses.

If shareholders of Small-Cap Growth do not vote to approve the Plan, the Trustees of the Trust will consider other possible courses of action in the best interests of Small-Cap Growth and its shareholders. If sufficient votes to approve the Plan are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of voting instructions. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to shareholders with respect to the reasons for the solicitation. Any adjournment will require an affirmative vote of a

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majority of those shares represented at the Meeting in person or by proxy. The persons named as proxies will vote upon such adjournment after consideration of all circumstances which may bear upon a decision to adjourn the Meeting.

A shareholder of Small-Cap Growth who objects to the proposed Reorganization as set forth in the Plan will not be entitled under either Delaware law or the Declaration of Trust of the Trust to demand payment for, or an appraisal of, his or her shares. However, shareholders should be aware that the Reorganization as proposed is not expected to result in recognition of gain or loss to shareholders for federal income tax purposes. In addition, if the Reorganization is consummated, shareholders will be free to redeem the shares of Small-Cap Sustainable Growth that they receive in the transaction at their then-current net asset value. Shares of Small-Cap Growth may be redeemed at any time prior to the Reorganization. Shareholders of Small-Cap Growth may wish to consult their tax advisors as to any different consequences of redeeming their shares prior to the Reorganization or exchanging such shares in the Reorganization.

The Trust does not hold annual shareholder meetings. If the Plan is not approved, shareholders wishing to submit proposals to be considered for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of the Trust at the address set forth on the cover of this Prospectus/Proxy Statement so that they will be received by the Trust in a reasonable period of time prior to that meeting.

The votes of the shareholders of Small-Cap Sustainable Growth are not being solicited by this Prospectus/Proxy Statement and are not required to carry out the Reorganization.

Shareholder Information

The shareholders of Small-Cap Growth at the close of business on the Record Date will be entitled to be present and vote at the Meeting with respect to shares of Small-Cap Growth owned as of the Record Date. As of the Record Date, the total number of shares of Small-Cap Growth outstanding was as follows:

	Number of Shares
Class A
Class B*
Class C
Total

* Class B shares will be converted to Class A shares prior to the Reorganization.

As of the Record Date, the officers and Trustees of the Trust, as a group, owned beneficially or of record [less than 1%] of the outstanding shares of Small-Cap Growth.

As of the Record Date, the officers and Trustees of the Trust, as a group, owned beneficially or of record [less than 1%] of the outstanding shares of Small-Cap Sustainable Growth.

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Control Persons and Principal Holders of Securities

As of the Record Date, the beneficial owners or record owners of more than 5% of the shares of Small-Cap Growth or Small-Cap Sustainable Growth were as follows:

Small-Cap Growth

Name and Address Class No. of Shares % of Class of Shares
of Portfolio Before
Reorganization % of Class of Shares
of Portfolio After
Reorganization

Small-Cap Sustainable Growth

Name and Address Class No. of Shares % of Class of Shares
of Portfolio Before
Reorganization % of Class of Shares
of Portfolio After
Reorganization

FINANCIAL STATEMENTS AND EXPERTS

The Annual Report of the Trust relating to Small-Cap Growth, for the year ended as of March 31, 2009, including the financial statements and financial highlights for the periods indicated therein, has been incorporated by reference herein and in the Registration Statement in reliance upon the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The Annual Report of the Trust relating to Small-Cap Sustainable Growth, for the year ended as of March 31, 2009, including the financial statements and financial highlights for the periods indicated therein, has been incorporated by reference herein and in the Registration Statement in reliance upon the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

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The unaudited Semi-Annual Report of the Trust relating to Small-Cap Growth and Small-Cap Sustainable Growth for the six month period ended September  30, 2009 has also been incorporated by reference herein.

LEGAL MATTERS

Certain legal matters concerning the issuance of shares of Small-Cap Sustainable Growth will be passed upon by Kevin J. Carr, Esq., Vice President, Chief Legal Officer, Counsel, and Secretary of the Trust.

ADDITIONAL INFORMATION

The Trust is subject to the informational requirements of the Securities Exchange Act of 1934 and the 1940 Act, and in accordance therewith files reports and other information including proxy material and charter documents with the SEC. These items can be inspected and copied at the Public Reference Facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, and at the SEC’s Chicago Regional Office located at 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604 and the SEC’s New York Regional office located at 3 World Financial Center, Suite 400, New York, New York 10281. Copies of such materials can also be obtained at prescribed rates from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549.

OTHER BUSINESS

The Trustees of the Trust do not intend to present any other business at the Meeting. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment.

THE TRUSTEES OF THE TRUST RECOMMEND APPROVAL OF THE PLAN AND ANY UNMARKED PROXY CARDS WILL BE VOTED IN FAVOR OF APPROVAL OF THE PLAN.

            , 2010

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FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 25^th day of February, 2010, by and between Virtus Equity Trust, a Delaware statutory trust (the “Trust”), with its principal place of business at 101 Munson Street, Greenfield, Massachusetts 01301, on behalf of the Virtus Small-Cap Sustainable Growth Fund (the “Acquiring Fund”), a separate series of the Trust, and on behalf of Virtus Small-Cap Growth Fund (the “Acquired Fund”), a separate series of the Trust.

This Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (the “Code”). The reorganization (the “Reorganization”) will consist of the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for voting shares of beneficial interest of the Acquiring Fund (the “Acquiring Fund Shares”), the assumption by the Acquiring Fund of all liabilities of the Acquired Fund, and the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement.

The Acquired Fund and the Acquiring Fund are separate series of the Trust, which is an open-end, registered investment company of the management type. The Acquired Fund owns securities that generally are assets of the character in which the Acquiring Fund is permitted to invest.

The Board of Trustees of the Trust, including a majority of the Trustees who are not “interested persons” of the Trust, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), has determined, with respect to the Acquiring Fund, that the exchange of all of the assets of the Acquired Fund for Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund by the Acquiring Fund is in the best interests of the Acquiring Fund and its shareholders, and that the interests of the existing shareholders of the Acquiring Fund would not be diluted as a result of this transaction.

The Board of Trustees of the Trust, including a majority of the Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act, has also determined, with respect to the Acquired Fund, that the exchange of all of the assets of the Acquired Fund for Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund by the Acquiring Fund is in the best interests of the Acquired Fund and its shareholders and that the interests of the existing shareholders of the Acquired Fund would not be diluted as a result of this transaction.

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1. TRANSACTION

1.1 Subject to the terms and conditions set forth herein and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s assets, as set forth in paragraph 1.2, to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor: (i) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares, determined by dividing the value of the Acquired Fund’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Fund Share, computed in the manner and as of the time and date set

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forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place at the closing provided for in paragraph 3.1 (the “Closing Date”).

1.2 The assets of the Acquired Fund to be acquired by the Acquiring Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable, that are owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund, on the Closing Date (collectively, the “Assets”).

1.3 The Acquired Fund will endeavor to discharge or accrue for all of its known liabilities and obligations prior to the Closing Date. The Acquiring Fund shall also assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date, as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income and realized net capital gain, if any, for the current taxable year through the Closing Date.

1.4 Immediately after the transfer of Assets provided for in paragraph 1.1, the Acquired Fund will distribute to the Acquired Fund’s shareholders of record, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”), on a pro rata basis, the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to the Acquired Fund’s shares, by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the Acquired Fund shares owned by such shareholders on the Closing Date. All issued and outstanding shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund.

1.5 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund or its Transfer Agent, as defined in paragraph 3.3.

1.6 Any reporting responsibility of the Acquired Fund including, but not limited to, the responsibility for filing of regulatory reports, tax returns, or other documents with the U.S. Securities and Exchange Commission (the “Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund.

2. VALUATION

2.1 The value of the Assets shall be the value computed as of immediately after the close of business of the New York Stock Exchange and after the declaration of any dividends at or prior to the Closing Date (such time and date being hereinafter called the “Valuation Date”), using the valuation procedures established by the Trust’s Board of Trustees, which shall be described in the then-current prospectus and statement of additional information with respect to the Acquired Fund.

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2.2 The net asset value of the Acquiring Fund Shares shall be the net asset value per share computed as of the Valuation Date, using the valuation procedures established by the Trust’s Board of Trustees which shall be described in the Acquiring Fund’s then-current prospectus and statement of additional information.

2.3 The number of Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Fund’s Assets shall be determined by dividing the value of the net assets with respect to the shares of the Acquired Fund determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value of an Acquiring Fund Share, determined in accordance with paragraph 2.2.

2.4 VP Distributors, Inc. (“VPD”) shall make all computations of value, in its capacity as administrator for the Trust.

3. CLOSING AND CLOSING DATE

3.1 The Closing Date shall be June 25, 2010, or such other date as the parties may agree. All acts taking place at the closing of the transaction (the “Closing”) shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of Virtus Investment Partners, 100 Pearl Street, Hartford, CT 06103 or at such other time and/or place as the parties may agree.

3.2 The Trust shall direct PFPC Trust Company, as custodian for the Acquired Fund (the “Custodian”), to deliver, on the next business day after the Closing, a certificate of an authorized officer stating that the Assets shall have been delivered in proper form to the Acquiring Fund. The Acquired Fund shall have delivered to the Acquiring Fund a certificate executed in the Acquired Fund’s name by its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect that all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund’s Custodian to the custodian for the Acquiring Fund for examination no later than on the next business day following the Closing Date, and shall be transferred and delivered by the Acquired Fund on the next business day following the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of such depositories and the Custodian, the Acquired Fund’s portfolio securities and instruments deposited with a “securities depository”, as defined in Rule 17f-4 under the 1940 Act. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date.

3.3 The Trust shall direct VPD in its capacity as transfer agent for the Trust (the “Transfer Agent”), on behalf of the Acquired Fund, to deliver on the next business day following the Closing, a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders, and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquired Fund, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the

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Acquired Fund’s account on the books of the Acquiring Fund. At the Closing each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.

3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquired Fund shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund is impracticable, the Closing Date shall be postponed until the first Friday after the day when trading shall have been fully resumed and reporting shall have been restored.

4. REPRESENTATIONS AND WARRANTIES

4.1 The Trust, on behalf of the Acquired Fund, represents and warrants as follows:

(a) The Acquired Fund is duly organized as a series of the Trust, which is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware with power under the Trust’s Declaration of Trust (the “Trust Instrument”) to own all of its assets and to carry on its business as it is now being conducted;

(b) The Trust is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act, and the registration of shares of the Acquired Fund under the Securities Act of 1933, as amended (“1933 Act”), is in full force and effect;

(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the 1940 Act and such as may be required by state securities laws;

(d) The current prospectus and statement of additional information of the Acquired Fund and each prospectus and statement of additional information of the Acquired Fund used at all times previous to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder, and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;

(e) On the Closing Date, the Trust, on behalf of the Acquired Fund, will have good and marketable title to the Assets and full right, power, and authority to sell, assign, transfer and deliver such Assets hereunder free of any liens or other encumbrances, and upon delivery and payment for such Assets, the Trust, on behalf of the Acquiring Fund, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act, other than as disclosed to the Acquiring Fund;

(f) The Acquired Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the Trust Instrument or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Trust, on behalf of the Acquired Fund, is a party or by which it is bound, or (ii) the acceleration

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of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Trust, on behalf of the Acquired Fund, is a party or by which it is bound;

(g) All material contracts or other commitments of the Acquired Fund (other than this Agreement and certain investment contracts, including options, futures and forward contracts) will terminate without liability to the Acquired Fund on or prior to the Closing Date;

(h) Except as otherwise disclosed in writing to and accepted by the Trust, on behalf of the Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to its knowledge, threatened against the Trust, on behalf of the Acquired Fund, or any of its properties or assets that, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. The Trust, on behalf of the Acquired Fund, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated;

(i) The unaudited Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of the Acquired Fund at September 30, 2009 are in accordance with generally accepted accounting principles (“GAAP”) consistently applied, and such statements (copies of which have been furnished to the Acquiring Fund) present fairly, in all material respects, the financial condition of the Acquired Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Acquired Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein;

(j) Since September 30, 2009, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Acquiring Fund. For the purposes of this subparagraph (j), a decline in net asset value per share of the Acquired Fund due to declines in market values of securities in the Acquired Fund’s portfolio, the discharge of Acquired Fund liabilities, or the redemption of Acquired Fund shares by shareholders of the Acquired Fund shall not constitute a material adverse change;

(k) On the Closing Date, all Federal and other tax returns, dividend reporting forms, and other tax-related reports of the Acquired Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all Federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and to the best of the Acquired Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;

(l) For each taxable year of its operation (including the taxable year ending on the Closing Date), the Acquired Fund has met (or will meet) the requirements of Subchapter M of the Code for qualification as a regulated investment company, has been (or will be) eligible to and has computed (or will compute) its Federal income tax under Section 852 of the Code, and will have distributed all of its investment company taxable income and net capital gain (as defined in the Code) that has accrued through the Closing Date, and before the Closing Date will have declared dividends sufficient to distribute all of its investment company taxable income and net capital gain for the period ending on the Closing Date;

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(m) All issued and outstanding shares of the Acquired Fund are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable (recognizing that, under Delaware law, it is theoretically possible that shareholders of the Acquired Fund could under certain circumstances, be held personally liable for obligations of the Acquired Fund) and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws. All of the issued and outstanding shares of the Acquired Fund will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Acquired Fund, as provided in paragraph 3.3. The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the shares of the Acquired Fund, nor is there outstanding any security convertible into any of the Acquired Fund shares;

(n) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action, if any, on the part of the Board of Trustees of the Trust, on behalf of the Acquired Fund, and this Agreement will constitute a valid and binding obligation of the Acquired Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles; and

(o) The information to be furnished by the Acquired Fund for use in registration statements and other documents filed or to be filed with any Federal, state or local regulatory authority (including the Financial Industry Regulatory Authority), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with Federal securities and other laws and regulations thereunder applicable thereto.

4.2 The Trust, on behalf of the Acquiring Fund, represents and warrants as follows:

(a) The Acquiring Fund is duly organized as a series of the Trust, which is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware with power under the Trust Instrument to own all of its assets and to carry on its business as it is now being conducted;

(b) The Trust is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act and the registration of shares of the Acquiring Fund under the 1933 Act, is in full force and effect;

(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required by state securities laws;

(d) The current prospectus and statement of additional information of the Acquiring Fund and each prospectus and statement of additional information of the Acquiring Fund used at all times previous to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the

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rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;

(e) The Acquiring Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the Trust Instrument or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Trust, on behalf of the Acquiring Fund, is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Trust, on behalf of the Acquiring Fund, is a party or by which it is bound;

(f) Except as otherwise disclosed in writing to and accepted by the Trust, on behalf of the Acquired Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to its knowledge, threatened against the Trust, on behalf of the Acquiring Fund, or any of the Acquiring Fund’s properties or assets that, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition or the conduct of the Acquiring Fund’s business. The Trust, on behalf of the Acquiring Fund, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects the Acquiring Fund’s business or the Acquiring Fund’s ability to consummate the transactions herein contemplated;

(g) On the Closing Date, the Acquiring Fund will have good and marketable title to its assets;

(h) The unaudited financial statements of the Acquiring Fund at September 30, 2009 are in accordance with GAAP consistently applied, and such statements (copies of which have been furnished to the Acquired Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date not disclosed therein;

(i) Since September 30, 2009, there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities, or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Acquired Fund. For the purposes of this subparagraph (i), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change;

(j) On the Closing Date, all Federal and other tax returns, dividend reporting forms, and other tax-related reports of the Acquiring Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all Federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and to the best of the Acquiring Fund’s knowledge no such return is currently under audit and no assessment has been asserted with respect to such returns;

(k) For each fiscal year of its operation, the Acquiring Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated

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investment company, has distributed in each such year all net investment company taxable income (computed without regard to any deduction for dividends paid) and net realized capital gains (after reduction for any capital loss carryforward) and has met the diversification requirements of the Code and the regulations thereunder;

(l) All issued and outstanding Acquiring Fund Shares are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable (recognizing that, under Delaware law, it is theoretically possible that shareholders of the Acquiring Fund could, under certain circumstances, be held personally liable for obligations of the Acquiring Fund) and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquiring Fund Shares, nor is there outstanding any security convertible into any Acquiring Fund Shares;

(m) The execution, delivery and performance of this Agreement will have been fully authorized prior to the Closing Date by all necessary action, if any, on the part of the Trustees of the Trust, on behalf of the Acquiring Fund, and this Agreement will constitute a valid and binding obligation of the Trust, on behalf of the Acquiring Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;

(n) Acquiring Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund Shareholders, pursuant to the terms of this Agreement, will on the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable (recognizing that, under Delaware law, it is theoretically possible that shareholders of the Acquiring Fund could, under certain circumstances, be held personally liable for obligations of the Acquiring Fund);

(o) The information to be furnished by the Acquiring Fund for use in the registration statements, proxy materials and other documents that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with Federal securities and other laws and regulations applicable thereto; and

(p) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or securities laws as may be necessary in order to continue its operations after the Closing Date.

5. COVENANTS OF THE TRUST ON BEHALF OF THE ACQUIRED FUND

5.1 The Acquired Fund will operate its business in the ordinary course between the date hereof and the Closing Date except as contemplated by this Agreement.

5.2 If necessary, the Trust will call a meeting of the shareholders of the Acquired Fund to consider and act upon this Agreement and to take all other actions necessary to obtain approval of the transactions contemplated herein.

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5.3 The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.

5.4 The Acquired Fund shall assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the holders of the Acquired Fund’s shares.

5.5 Subject to the provisions of this Agreement, the Acquired Fund will take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

5.6 As soon as is reasonably practicable after the Closing, the Acquired Fund will make a liquidating distribution to its shareholders consisting of the Acquiring Fund Shares received at the Closing.

5.7 The Acquired Fund shall use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by this Agreement as promptly as practicable.

5.8 The Trust, on behalf of the Acquired Fund, covenants that it will, from time to time, as and when reasonably requested by the Trust, on behalf of the Acquiring Fund, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action as the Trust, on behalf of the Acquiring Fund, may reasonably deem necessary or desirable in order to vest in and confirm (a) the Trust’s, on behalf of the Acquired Fund’s, title to and possession of the Acquiring Fund Shares to be delivered hereunder, and (b) the Trust’s, on behalf of the Acquiring Fund’s, title to and possession of all the assets, and to carry out the intent and purpose of this Agreement.

6. COVENANTS OF THE TRUST ON BEHALF OF THE ACQUIRING FUND

6.1 The Acquiring Fund will operate its business in the ordinary course between the date hereof and the Closing Date except as contemplated by this Agreement.

6.2 Subject to the provisions of this Agreement, the Acquiring Fund will take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

6.3 The Acquiring Fund shall use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by this Agreement as promptly as practicable.

6.4 The registration statement on Form N-14 (the “Registration Statement”) which the Acquiring Fund shall have prepared and filed for the registration under the 1933 Act of the Acquiring Fund Shares to be distributed to the Acquired Fund Shareholders pursuant hereto, shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the knowledge of the parties thereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.

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6.5 The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or securities laws as may be necessary in order to continue its operations after the Closing Date.

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND

The obligations of the Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Trust’s election, to the performance by the Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:

7.1 All representations and warranties of the Trust, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date;

7.2 The Trust, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Trust, on behalf of the Acquiring Fund on or before the Closing Date; and

7.3 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice President, and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably request.

8. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND

The obligations of the Trust, on behalf of the Acquiring Fund, to consummate the transactions provided for herein shall be subject, at the Trust’s election, to the performance by the Trust, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions:

8.1 All representations and warranties of the Trust, on behalf of the Acquired Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date;

8.2 The Trust shall have delivered to the Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, as of the Closing Date, certified by the Treasurer of the Trust;

8.3. The Trust, on behalf of the Acquired Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Trust, on behalf of the Acquired Fund, on or before the Closing Date;

8.4 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing Date that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income and all of its net

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realized capital gains, if any, for the period from the close of its last fiscal year to 4:00 p.m. Eastern time on the Closing Date; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed; and

8.5 The Acquired Fund shall have delivered to the Acquiring Fund a certificate executed in the Acquired Fund’s name by its President or Vice President, and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquiring Fund shall reasonably request.

9. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND

If any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to either the Acquired Fund or the Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

9.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund, as necessary, in accordance with the provisions of the Trust Instrument, applicable Delaware law and the 1940 Act. Notwithstanding anything herein to the contrary, the Trust, on behalf of neither the Acquired Fund nor the Acquiring Fund, may waive the conditions set forth in this paragraph 9.1;

9.2 On the Closing Date no action, suit or other proceeding shall be pending or, to its knowledge, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein;

9.3 All consents of other parties and all other consents, orders and permits of Federal, state and local regulatory authorities deemed necessary by the Trust, on behalf of both the Acquiring Fund and the Acquired Fund, to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions;

9.4 The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act; and

9.5 The parties shall have received the opinion of McDermott Will & Emery LLP (“Tax Counsel”), addressed to the Trust substantially to the effect that, based upon certain facts, assumptions, and representations, the transaction contemplated by this Agreement is more likely than not, for Federal income tax purposes, to qualify as a tax-free reorganization described in Section 368(a) of the Code. The delivery of such opinion is conditioned upon receipt of representations Tax Counsel shall request of the Trust. Notwithstanding anything herein to the contrary, the Trust may not waive the condition set forth in this paragraph 9.5.

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10. BROKERAGE FEES AND EXPENSES

10.1 The Trust, on behalf of both the Acquired Fund and the Acquiring Fund, represents and warrants both that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

10.2 The expenses relating to the proposed Reorganization will be borne equally by the Acquired Fund and Virtus Investment Advisers, Inc. The costs of the Reorganization shall include, but not be limited to, costs associated with obtaining any necessary order of exemption from the 1940 Act, preparation of the Registration Statement on Form N-14, printing and distributing the Acquiring Fund’s prospectus/proxy statement or information statement, legal fees, accounting fees, and securities registration fees. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a “regulated investment company” within the meaning of Section 851 of the Code.

10.3 In the event the transactions contemplated by this Agreement are not consummated, then Virtus Investment Advisers, Inc. agrees that it shall bear all of the costs and expenses incurred by both the Acquiring Fund and the Acquired Fund in connection with such transactions.

11. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

11.1 The Trust on behalf of the Acquiring Fund and the Acquired Fund has not made any representation, warranty or covenant not set forth herein; this Agreement constitutes the entire agreement between the parties.

11.2 The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder. The covenants to be performed after the Closing shall survive the Closing.

12. TERMINATION

This Agreement may be terminated and the transactions contemplated hereby may be abandoned by either party by (i) mutual agreement of the parties, or (ii) by either party if the Closing shall not have occurred on or before October 31, 2010 unless such date is extended by mutual agreement of the parties, or (iii) by either party if the other party shall have materially breached its obligations under this Agreement or made a material and intentional misrepresentation herein or in connection herewith. In the event of any such termination, this Agreement shall become void and there shall be no liability hereunder on the part of any party or their respective Trustees or officers, except for any such material breach or intentional misrepresentation, as to each of which all remedies at law or in equity of the party adversely affected shall survive.

13. WAIVER

The Acquiring Fund and the Acquired Fund, after consultation with their respective counsel and by mutual consent of their Board of Trustees, may waive any condition to their respective obligations hereunder, except the conditions set forth in paragraphs 9.1 and 9.5.

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14. AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner as may be deemed necessary or advisable and mutually agreed upon in writing by the authorized officers of the Trust; provided, however, that following the meeting of the shareholders, if necessary, of the Acquired Fund called by the Trust pursuant to paragraph 5.2 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of Acquiring Fund Shares to be issued to Acquired Fund Shareholders under this Agreement to the detriment of such shareholders without their further approval.

15. NOTICES

Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by facsimile, personal service or prepaid or certified mail addressed to the receiving party in care of VP Distributors, Inc., 100 Pearl Street, Hartford, CT 06103, Attn: Counsel.

16. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY

16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

16.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

16.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws.

16.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

16.5 It is expressly agreed that the obligations of the respective parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of each such party personally, but shall bind only the property of the respective party, as provided in the Trust Instrument. The execution and delivery by such officers of the respective parties shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the each such party as provided in the Trust Instrument.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its President, Vice President or Treasurer all as of the date first written above.

VIRTUS EQUITY TRUST, on behalf of its series Virtus Small-Cap Sustainable Growth Fund
By:
By:	W. Patrick Bradley
Title:	Chief Financial Officer and Treasurer
VIRTUS EQUITY TRUST, on behalf of its series Virtus Small-Cap Growth Fund
By:
By:	W. Patrick Bradley
Title:	Chief Financial Officer and Treasurer
Agreed and accepted as to paragraph 10.3 only:
VIRTUS INVESTMENT ADVISERS, INC.
By:
By:	Kevin J. Carr
Title:	Vice President and Clerk

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STATEMENT OF ADDITIONAL INFORMATION

Acquisition of Assets of

VIRTUS SMALL-CAP GROWTH FUND

a series of

VIRTUS EQUITY TRUST

c/o VP Distributors, Inc.

101 Munson Street

Greenfield, Massachusetts 01301

(800) 243-1574

By and In Exchange For Shares of

VIRTUS SMALL-CAP SUSTAINABLE GROWTH FUND

another series of

VIRTUS EQUITY TRUST

This Statement of Additional Information, dated April __, 2010, relating specifically to the proposed transfer of the assets and liabilities of Virtus Small-Cap Growth Fund (“Small-Cap Growth”), a series of Virtus Equity Trust (the “Trust”) to Virtus Small-Cap Sustainable Growth Fund (“Small-Cap Sustainable Growth”), another series of the Trust, in exchange for Class A and Class C shares of beneficial interest, no par value, of Small-Cap Sustainable Growth (to be issued to holders of shares of Small-Cap Growth), consists of the information set forth below pertaining to Small-Cap Growth and Small-Cap Sustainable Growth and the following described documents, each of which is incorporated by reference herein:

(1) The Statement of Additional Information of the Trust relating to Small-Cap Growth and Small-Cap Sustainable Growth, dated June 22, 2009, as supplemented;

(2) Annual Report of the Trust relating to Small-Cap Growth and Small-Cap Sustainable Growth for the year ended March 31, 2009;

(3) Semiannual Report of the Trust relating to Small-Cap Growth and Small-Cap Sustainable Growth for the six months ended September 30, 2009; and

(4) Pro Forma Financial Information for the period ending September 30, 2009 (attached hereto).

This Statement of Additional Information, which is not a prospectus, supplements, and should be read in conjunction with, the Prospectus/Proxy Statement of Small-Cap Growth and Small-Cap Sustainable Growth dated April __, 2010. A copy of the Prospectus/Proxy Statement may be obtained without charge by calling or writing to the Trust at the telephone number or address set forth above.

Pro Forma Financial Information for the Period Ending September 30, 2009

Combination of Virtus Small-Cap Growth into Virtus Small-Cap Sustainable Growth

(in thousands)

The unaudited pro forma information provided herein should be read in conjunction with the semi-annual report of Virtus Small-Cap Growth and Virtus Small-Cap Sustainable Growth dated September 30, 2009, which is on file with the SEC and are available at no charge.

The unaudited pro forma information set forth below for the period ended September 30, 2009 is intended to present ratios and supplemental data as if the Reorganization of Virtus Small-Cap Growth (the “Predecessor Fund”) into Virtus Small-Cap Sustainable Growth (the “Successor Fund”) had taken place on October 1, 2008. The Reorganization is intended to allow shareholders of the Predecessor Fund to own a fund that is similar in style and with a greater amount of combined assets after the Reorganization. The Predecessor Fund is sub-advised by Engemann Asset Management, Inc. The Successor Fund is sub-advised by Kayne Anderson Rudnick Investment Management, LLC.

The funds have the same investment advisor, distributor, administrator, transfer agent, and custodian. Each of such service providers has entered into an agreement with the Funds which governs the provision of services to the Funds. Such agreements contain the same terms with respect to each Fund except for the investment advisory agreements and shareholder services fees plans. The Predecessor Fund’s investment advisory fee is 1.00% on the first $50 million, 0.90% on the next $450 million, and 0.80% over $500 million (tiers not in thousands). The Successor Fund’s investment advisory fee is 0.90% on the first $400 million, 0.85% in excess of $400 million to $1 billion, and 0.80% in excess of $1 billion (tiers not in thousands).

As of September 30, 2009, the net assets of the Predecessor Fund were $60,678 and the Successor Fund was $5,555. The net assets of the combined fund as of September 30, 2009 would have been $66,183 (after accounting for $50 in Reorganization expenses. The amount of reduced shares was calculated based on the net assets, as of September 30, 2009, of the Predecessor Fund of $50,157, $6,014 for Class A and Class C, respectively, and the net asset value of the Successor Fund of $8.71 and $8.49 for Class A and Class C respectively. Shares of the Successor Fund were increased by 3,659 for Class A and 430 for Class C in exchange for Class A and Class C shares, respectively of the Predecessor Fund. Class B shares of the Predecessor Fund are to be converted into Class A shares prior to the Reorganization.

On a pro forma basis for the twelve months ended September 30, 2009, the proposed Reorganization would result in a decrease of $50 in the investment advisory fees charged, a decrease of $158 in other operating expenses and a decrease of $100 in reimbursement by the investment adviser.

The Predecessor Fund’s gross annual operating expenses were 2.07% and 2.82% for Class A and Class C, respectively. The Successor Fund’s gross annual operating expenses were 2.15% and 2.90% for Class A and Class C, respectively. As a result of the Reorganization, the Successor Fund’s expenses are expected to be reduced to 1.82% and 2.57% for the Class A and Class C shares, respectively, on a pro forma basis. The adviser has voluntarily agreed to limit the total operating expenses (excluding interest, taxes, acquired fund fees and expenses, and extraordinary expenses) of the Successor Fund after the Reorganization for Class A and Class C shares to 1.65% and 2.40% respectively. The Adviser may discontinue these reimbursement arrangements at any time.

The costs of the Reorganization, including the costs of the Meeting, the proxy solicitation or any adjourned session, are estimated to be $100, and will be paid by the Successor fund and the Adviser equally.

No significant accounting policies will change as a result of the proposed Reorganization, specifically, policies regarding valuation and Subchapter M compliance. The accounting survivor in the proposed Reorganization will be the Successor Fund.

The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization under section 368 of the Code. As a condition to the closing of the Reorganization, the Funds will receive an opinion from the law firm of McDermott Will & Emery LLP to the effect that, for federal income tax purposes and based upon certain facts, assumptions, and representations, the Reorganization contemplated by the Plan more likely than not will qualify as a tax-free reorganization described in section 368(a) of the Code, and that each Fund more likely than not will be “a party to a reorganization,” within the meaning of section 368(b) of the Code.

VIRTUS EQUITY TRUST

PART C

OTHER INFORMATION

Item 15. Indemnification.

The Agreement and Declaration of Trust dated August 17, 2000, and the By-laws of the Registrant provide that no trustee or officer will be indemnified against any liability to which the Registrant would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties. The Amended and Restated Investment Advisory Agreement, Underwriting Agreement, Master Custodian Contract, and Transfer Agency and Service Agreement each provides that the Trust will indemnify the other party (or parties as the case may be) to the agreement for certain losses.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, Officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, Officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, Officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 16. Exhibits:

1(a).	Agreement and Declaration of Trust, dated August 17, 2000, is incorporated herein by reference to Post-Effective Amendment No. 69 (File No. 002-16590) to the Registrant’s Registration Statement on Form N-1A filed via EDGAR on October 30, 2000.
1(b).	Amendment to Declaration of Trust of the Registrant, dated November 16, 2006, filed via EDGAR with Post-Effective Amendment No. 85 (File No. 002-16590) on October 25, 2007 (“Post-Effective Amendment No. 85”), and incorporated herein by reference.
2(a).	Amended and Restated By-Laws of the Registrant dated November 16, 2005, filed via EDGAR with Post-Effective Amendment No. 84 (File No. 002-16590) on October 27, 2006 (“Post-Effective Amendment No. 84”), and incorporated herein by reference.
2(b).	Amendment No. 1 dated August 23, 2006 to the Amended and Restated By-Laws of the Registrant, incorporated herein by reference to Post-Effective Amendment No. 84.
3.	Not applicable.

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4.	Form of Agreement and Plan of Reorganization. Exhibit A to the Prospectus contained in Part A of this Registration Statement.
5.	None other than as set forth in Exhibits 1 and 2.
6(a).	Amended and Restated Investment Advisory Agreement between Registrant and Virtus Investment Advisers, Inc. (“VIA”) effective November 20, 2002, filed via EDGAR with Post-Effective Amendment No. 74 (File No. 002-16590) on October 28, 2003, and incorporated herein by reference.
6(b).	First Amendment to the Amended and Restated Investment Advisory Agreement between Registrant and VIA, made as of October 21, 2004, filed via EDGAR with Post-Effective Amendment No. 79 (File No. 002-16590) on October 21, 2004 (“Post-Effective Amendment No. 79”), and incorporated herein by reference.
6(c).	Second Amendment to the Amended and Restated Investment Advisory Agreement between Registrant and VIA dated July 29, 2005, filed via EDGAR with Post-Effective Amendment No. 83 (File No. 002-16590) on October 25, 2005 (“Post-Effective Amendment No. 83”), and incorporated herein by reference.
6(d).	Third Amendment to the Amended and Restated Investment Advisory Agreement between Registrant and VIA dated July 13, 2007, incorporated herein by reference to Post-Effective Amendment No. 85.
6(e).	Subadvisory Agreement between VIA and Sasco Capital, Inc. (“Sasco”) dated October 21, 2004, on behalf of the Phoenix Mid-Cap Value Fund (“Mid-Cap Value Fund”), incorporated herein by reference to Post-Effective Amendment No. 79.
6(f).	First Amendment to Subadvisory Agreement between VIA and Sasco, dated September 1, 2006, incorporated herein by reference to Post-Effective Amendment No. 84.
6(g).	Fourth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA dated March 10, 2008, filed via EDGAR with Post-Effective Amendment No. 89 (File No. 002-16590) on June 6, 2008 (“Post-Effective Amendment No. 89”), and incorporated herein by reference.
6(h).	Subadvisory Agreement between VIA and Engemann Asset Management (“Engemann”) dated March 10, 2008, incorporated herein by reference to Post-Effective Amendment No. 89.
6(i).	Subadvisory Agreement between VIA and Harris Investment Management, Inc. (“Harris”) dated March 10, 2008, incorporated herein by reference to Post-Effective Amendment No. 89.
6(j).	Subadvisory Agreement between VIA and Kayne Anderson Rudnick Investment Management, LLC (“Kayne”) dated March 10, 2008, incorporated herein by reference to Post-Effective Amendment No. 89.
6(k).	Subadvisory Agreement between VIA and SCM Advisors, LLC (“SCM Advisors”) dated March 10, 2008, incorporated herein by reference to Post-Effective Amendment No. 89.

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6(l).	First Amendment to Subadvisory Agreement between VIA and Kayne effective June 22, 2009, filed via EDGAR with Post-Effective Amendment No. 92 (File No. 002-16590) on June 22, 2009 (“Post-Effective Amendment No. 92”), and incorporated herein by reference.
6(m).	Fifth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA effective June 22, 2009, incorporated herein by reference to Post-Effective Amendment No. 92.
6(n).	Subadvisory Agreement between VIA and SCM Advisors dated June 8, 2009, incorporated herein by reference to Post-Effective Amendment No. 92.
6(o).	Second Amendment to Subadvisory Agreement between VIA and Kayne dated September 1, 2009, filed via EDGAR with the Registration Statement (File No. 333-163916) on Form N-14 on December 22, 2009 and incorporated herein by reference.
6(p).	Sixth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA, effective January 1, 2010. Filed herewith.
6(q).	First Amendment to Subadvisory Agreement dated June 8, 2009 between VIA and SCM, dated January 1, 2010. Filed herewith.
6(r).	First Amendment to Subadvisory Agreement dated March 10, 2008 between VIA and SCM, dated January 1, 2010. Filed herewith.
6(s).	Third Amendment to Subadvisory Agreement between VIA and Kayne, dated January 1, 2010. Filed herewith.
6(t).	First Amendment to Subadvisory Agreement between VIA and Engemann, dated January 1, 2010. Filed herewith.
6(u).	Second Amendment to Subadvisory Agreement between VIA and Sasco, dated January 1, 2010. Filed herewith.
7(a).	Underwriting Agreement between Registrant and VP Distributors, Inc. (“VP Distributors”), made as of November 19, 1997, filed via EDGAR with Post-Effective Amendment No. 64 (File No. 002-16590) on October 6, 1998, and incorporated herein by reference.
7(b).	Form of Sales Agreement between VP Distributors and dealers (January 2010). Filed herewith.
8.	None.
9(a).	Custodian Services Agreement between Registrant and PFPC Trust Company dated November 23, 2009, filed via EDGAR with the Registration Statement (File No. 333- 163916) on Form N-14 on December 22, 2009 and incorporated herein by reference.
9(b).	Rule 17f-5 and Rule 17f-7 Under the Investment Company Act of 1940 Letter Agreement dated November 23, 2009, filed via EDGAR with the Registration Statement (File No. 333- 163916) on Form N-14 on December 22, 2009 and incorporated herein by reference.

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10(a).	Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940, dated March 1, 2007, incorporated herein by reference to Post-Effective Amendment No. 85.
10(b).	Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940, dated March 1, 2007, incorporated herein by reference to Post-Effective Amendment No. 85.
10(c).	Class B Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940 effective March 1, 2007, filed via EDGAR with Post-Effective Amendment No. 88 (File No. 002-16590) on March 10, 2008 and incorporated herein by reference.
10(d).	Amendment No. 1 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940 effective March 10, 2008, filed via EDGAR with Post-Effective Amendment No. 88 (File No. 002-16590) on March 10, 2008 and incorporated herein by reference.
10(e).	Amendment No. 1 to Class B Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940 effective March 10, 2008, filed via EDGAR with Post-Effective Amendment No. 88 (File No. 002-16590) on March 10, 2008 and incorporated herein by reference.
10(f).	Amendment No. 1 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940 effective March 10, 2008, filed via EDGAR with Post-Effective Amendment No. 88 (File No. 002-16590) on March 10, 2008 and incorporated herein by reference.
10(g).	Amendment No. 2 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940 effective June 22, 2009, incorporated herein by reference to Post-Effective Amendment No. 92.
10(h).	Amendment No. 2 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940 effective June 22, 2009, incorporated herein by reference to Post-Effective Amendment No. 92.
10(i).	Amended and Restated Plan Pursuant to Rule 18f-3 under the Investment Company Act of 1940, effective as of August 19, 2009, filed via EDGAR with the Registration Statement (File No. 333- 163916) on Form N-14 on December 22, 2009 and incorporated herein by reference.
11.	Opinion and consent of Kevin J. Carr, Esq. Filed herewith.
12.	Tax opinion and consent of McDermott Will & Emery LLP. To be filed by amendment.
13(a).	Amended and Restated Transfer Agency and Service Agreement between Virtus Mutual Funds and VP Distributors, effective January 1, 2010. Filed herewith.
13(b).	Amended and Restated Sub-Transfer Agency and Service Agreement by and among Virtus Mutual Funds, VP Distributors and Boston Financial Data Services, Inc., dated January 1, 2010. Filed herewith.

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13(c).	Amended and Restated Administration Agreement between Virtus Mutual Funds and VP Distributors, effective January 1, 2010. Filed herewith.
13(d).	Sub-Administration and Accounting Agreement by and among VP Distributors, Virtus Mutual Funds and PNC Global Investment Servicing (U.S.) Inc. dated January 1, 2010. Filed herewith.
13(e).	Fifth Amended and Restated Expense Limitation Agreement between Registrant and VIA effective as of June 22, 2009, filed via EDGAR with the Registration Statement (File No. 333-163916) on Form N-14 on December 22, 2009 and incorporated herein by reference.
14.	Consent of PricewaterhouseCoopers LLP with respect to Virtus Small-Cap Growth Fund and Virtus Small-Cap Sustainable Growth Fund of the Registrant. Filed herewith.
15.	Not applicable.
16.	Power of Attorney for Dr. Leroy Keith, Jr., Philip R. McLoughlin, Geraldine M. McNamara, James M. Oates, Richard E. Segerson, Ferdinand L. J. Verdonck and George R. Aylward. Filed herewith.
17.	Form of Proxy Card for Virtus Small-Cap Growth Fund. Filed herewith.

Item 17. Undertakings.

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus that is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3) The undersigned Registrant agrees to file a post-effective amendment to this Registration Statement which will include the tax opinion required by Item 12.

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SIGNATURES

As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the City of Hartford and State of Connecticut on the 25th day of March, 2010.

PHOENIX EQUITY TRUST
By:	/S/ GEORGE R. AYLWARD
Name:	George R. Aylward
Title:	President

As required by the Securities Act of 1933, the following persons have signed this Registration Statement in the capacities indicated on the 25th day of March, 2010.

Signatures	Title
/S/ GEORGE R. AYLWARD George R. Aylward	President (Principal Executive Officer) and Trustee
/S/ W. PATRICK BRADLEY W. Patrick Bradley	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
/S/ DR. LEROY KEITH, JR. Dr. Leroy Keith, Jr.*	Trustee
/S/ PHILIP R. MCLOUGHLIN Philip R. McLoughlin*	Trustee and Chairman
/S/ GERALDINE M. MCNAMARA Geraldine M. McNamara*	Trustee
/S/ JAMES M. OATES James M. Oates*	Trustee
/S/ RICHARD E. SEGERSON Richard E. Segerson*	Trustee
/S/ FERDINAND L. J. VERDONCK Ferdinand L.J. Verdonck*	Trustee

* By:	/S/ GEORGE R. AYLWARD
	George R. Aylward Attorney-in-fact, pursuant to powers of attorney.

.

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EXHIBIT INDEX

Exhibit	Item
6(p)	Sixth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA, effective January 1, 2010
6(q)	First Amendment to Subadvisory Agreement dated June 8, 2009 between VIA and SCM, dated January 1, 2010
6(r)	First Amendment to Subadvisory Agreement dated March 10, 2008 between VIA and SCM, dated January 1, 2010
6(s)	Third Amendment to Subadvisory Agreement between VIA and Kayne, dated January 1, 2010
6(t)	First Amendment to Subadvisory Agreement between VIA and Engemann, dated January 1, 2010
6(u)	Second Amendment to Subadvisory Agreement between VIA and Sasco, dated January 1, 2010
7(b)	Form of Sales Agreement between VP Distributors and dealers (January 2010)
11	Opinion and consent of Kevin J. Carr, Esq.
13(a)	Amended and Restated Transfer Agency and Service Agreement between Virtus Mutual Funds and VP Distributors, effective January 1, 2010
13(b)	Amended and Restated Sub-Transfer Agency and Service Agreement by and among Virtus Mutual Funds, VP Distributors and Boston Financial Data Services, Inc., dated January 1, 2010
13(c)	Amended and Restated Administration Agreement between Virtus Mutual Funds and VP Distributors, effective January 1, 2010
13(d)	Sub-Administration and Accounting Agreement by and among VP Distributors, Virtus Mutual Funds and PNC Global Investment Servicing (U.S.) Inc. dated January 1, 2010
14	Consent of PricewaterhouseCoopers LLP with respect to Virtus Small-Cap Growth Fund and Virtus Small-Cap Sustainable Growth Fund of the Registrant
16	Power of Attorney for Dr. Leroy Keith, Jr., Philip R. McLoughlin, Geraldine M. McNamara, James M. Oates, Richard E. Segerson, Ferdinand L. J. Verdonck and George R. Aylward
17	Form of Proxy Card for Virtus Small-Cap Growth Fund

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EX-99.6(P)

SIXTH AMENDMENT

TO AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

THIS AMENDMENT effective as of the 1^st day of January, 2010 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, as amended on October 21, 2004, July 29, 2005, July 13, 2007, March 10, 2008 and June 22, 2009 (the “Agreement”), by and between Virtus Equity Trust, a Delaware statutory trust (the “Trust”) and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”) as follows:

1. Schedule A is hereby deleted and Schedule A attached hereto is substituted in its place to reflect changes in Virtus Mid-Cap Value Fund’s and Virtus Small-Cap Core Fund’s investment advisory fee.

2. 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, as amended.

3. 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.

IN WITNESS WHEREOF, the parties hereto intending to be legally bound have caused this Agreement to be executed by their duly authorized officers or other representatives.

VIRTUS EQUITY TRUST
By:	/s/ George R. Aylward
Name:	George R. Aylward
Title:	President

VIRTUS INVESTMENT ADVISERS, INC.
By:	/s/ Francis G. Waltman
Name:	Francis G. Waltman
Title:	Senior Vice President

SCHEDULE A

Series	Investment Advisory Fee
	1st $1 Billion		$1+ Billion through $2 Billion		$2+ Billion
Virtus Balanced Fund	0.55	%	0.50	%	0.45	%
Virtus Capital Growth Fund	0.70	%	0.65	%	0.60	%
Virtus Growth & Income Fund	0.75	%	0.70	%	0.65	%
Virtus Growth Opportunities Fund	0.75	%	0.70	%	0.65	%
Virtus Mid-Cap Core Fund	0.80	%	0.75	%	0.70	%
Virtus Small-Cap Value Fund	0.90	%	0.85	%	0.80	%
Virtus Strategic Growth Fund	0.70	%	0.65	%	0.60	%
Virtus Tactical Allocation Fund	0.70	%	0.65	%	0.60	%
Virtus Value Opportunities Fund	0.75	%	0.70	%	0.65	%
	1st $400 Million		$400+ Million through $1 Billion		$1+ Billion
Virtus Quality Small-Cap Fund	0.90	%	0.85	%	0.80	%
Virtus Small-Cap Sustainable Growth Fund	0.90	%	0.85	%	0.80	%
	1st $50 Million		Next $450 Million		Over $500 Million
Virtus Small-Cap Growth Fund	1.00	%	0.90	%	0.80	%
	1st $500 Million		Over $500 Million
Virtus Mid-Cap Growth Fund	0.80	%	0.70%
	1st $1 Billion		$1+ Billion
Virtus Mid-Cap Value Fund	0.75	%	0.70%
Virtus Small-Cap Core Fund	0.85	%	0.80%

2

EX-99.6(Q)

FIRST AMENDMENT

TO SUBADVISORY AGREEMENT

THIS AMENDMENT effective as of the 1^st day of January, 2010 amends that certain Subadvisory Agreement effective June 8, 2009 (the “Agreement”) among Virtus Equity Trust (the “Fund”), a Delaware statutory trust on behalf of its series Virtus Balanced Fund and Virtus Tactical Allocation Fund (the “Series”), Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”) and SCM Advisors, LLC a California limited liability company (the “Subadviser”) as follows:

1. Schedule C to the Agreement is hereby deleted and Schedule C attached hereto is substituted in its place to reflect changes in Virtus Balanced Fund’s and Virtus Tactical Allocation Fund’s investment subadvisory fee.

2. 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 but not defined herein shall have such meanings as ascribed thereto in the Agreement.

3. 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 EQUITY TRUST
By:	/s/ George R. Aylward
Name:	George R. Aylward
Title:	President
VIRTUS INVESTMENT ADVISERS, INC.
By:	/s/ Francis G. Waltman
Name:	Francis G. Waltman
Title:	Senior Vice President

ACCEPTED:

SCM Advisors, LLC
By:	/s/ George R. Aylward
Name:	George R. Aylward
Title:	Executive Vice President

SCHEDULE C

(a) For services provided to the Series, the Adviser will pay to the Subadviser, a fee, payable in arrears at the annual rate set forth below. The fees 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 the Fund and each Designated Series shall be valued as set forth in the then current registration statement of the Fund.

(b) The fee to be paid to the Subadviser for each Designated Series’ portfolio is to be 50% of the net advisory fee, as applied to the fixed income portion of the portfolio. 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.

EX-99.6(R)

FIRST AMENDMENT

TO SUBADVISORY AGREEMENT

THIS AMENDMENT effective as of the 1^st day of January, 2010 amends that certain Subadvisory Agreement effective March 10, 2008 (the “Agreement”) among Virtus Equity Trust (formerly known as Phoenix Equity Trust) (the “Fund”), a Delaware statutory trust on behalf of its series Virtus Strategic Growth Fund (formerly known as Phoenix Strategic Growth Fund) (the “Series”), Virtus Investment Advisers, Inc. (formerly known as Phoenix Investment Counsel, Inc.), a Massachusetts corporation (the “Adviser”) and SCM Advisors, LLC, a California limited liability company (the “Subadviser”) as follows:

1. All references to Phoenix Investment Counsel, Inc. are hereby deleted from the Agreement and Virtus Investment Advisers, Inc. is substituted in its place.

2. All references to Phoenix Equity Trust are hereby deleted from the Agreement and Virtus Equity Trust is substituted in its place.

3. The name of the Series party to this Agreement has been changed as follows: Phoenix Strategic Growth Fund is now Virtus Strategic Growth Fund.

4. Schedule C to the Agreement is hereby deleted and Schedule C attached hereto is substituted in its place to reflect changes in Virtus Strategic Growth Fund’s investment subadvisory fee.

5. 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.

6. 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 EQUITY TRUST
By:	/s/ George R. Aylward
Name:	George R. Aylward
Title:	President

VIRTUS INVESTMENT ADVISERS, INC.
By:	/s/ Francis G. Waltmen
Name:	Francis G. Waltman
Title:	Senior Vice President

ACCEPTED:

SCM Advisors, LLC
By:	/s/ George R. Aylward
Name:	George R. Aylward
Title:	Executive Vice President

SCHEDULES:	A.	Operational Procedures
	B.	Record Keeping Requirements
	C.	Fee Schedule
	D.	Subadviser Functions
	E.	Form of Sub-Certification
	F.	Designated Series

SCHEDULE C

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser, a fee, payable in arrears, at the annual rate stated below. The fees 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 the Fund and each Designated Series shall be valued as set forth in the then current registration statement of the Fund.

(b) The fee to be paid to the Subadviser is to be 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 Small-Cap Growth Fund

EX-99.6(S)

THIRD AMENDMENT

TO SUBADVISORY AGREEMENT

THIS AMENDMENT effective as of the 1^st day of January, 2010 amends that certain Subadvisory Agreement effective March 10, 2008, as amended as of June 22, 2009 and as of September 1, 2009 (the “Agreement”) among Virtus Equity Trust (the “Fund”), a Delaware statutory trust on behalf of its series Virtus Mid-Cap Core Fund, Virtus Quality Large Cap Value Fund (formerly known as Virtus Value Opportunities Fund), Virtus Quality Small-Cap Fund, Virtus Small-Cap Core Fund and Virtus Small-Cap Sustainable Growth Fund (the “Series”), Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”) and Kayne Anderson Rudnick Investment Management, LLC a California limited liability company (the “Subadviser”) as follows:

1. The name of a certain Series party to this Agreement has been changed as follows: Virtus Value Opportunities Fund is now Virtus Quality Large Cap Value Fund.

2. Schedule C to the Agreement is hereby deleted and Schedule C attached hereto is substituted in its place to reflect changes in Virtus Mid-Cap Core Fund’s, Virtus Quality Large Cap Value Fund’s, Virtus Quality Small-Cap Fund’s, Virtus Small-Cap Core Fund’s and Virtus Small-Cap Sustainable Growth Fund’s investment subadvisory fee.

3. 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 but not defined herein shall have such meanings as ascribed thereto in the Agreement.

4. 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 EQUITY TRUST
By:	/s/ George R. Aylward
Name:	George R. Aylward
Title:	President

VIRTUS INVESTMENT ADVISERS, INC.
By:	/s/ Frank G. Waltman
Name:	Frank G. Waltman
Title:	Senior Vice President

ACCEPTED:

Kayne Anderson Rudnick Investment
Management, LLC
By:	/s/ Jeannine Vanian
Name:	Jeannine Vanian
Title:	CCO

SCHEDULE C

(a) For services provided to the Series, the Adviser will pay to the Subadviser, a fee, payable in arrears at the annual rate set forth below. The fees 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 the Fund and each Designated Series shall be valued as set forth in the then current registration statement of the Fund.

(b) The fee to be paid to the Subadviser is to be 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.

EX-99.6(T)

FIRST AMENDMENT

TO SUBADVISORY AGREEMENT

THIS AMENDMENT effective as of the 1^st day of January, 2010 amends that certain Subadvisory Agreement effective March 10, 2008 (the “Agreement”) among Virtus Equity Trust (formerly known as Phoenix Equity Trust) (the “Fund”), a Delaware statutory trust on behalf of its series Virtus Small-Cap Growth Fund (formerly known as Phoenix Small-Cap Growth Fund) (the “Series”), Virtus Investment Advisers, Inc. (formerly known as Phoenix Investment Counsel, Inc.), a Massachusetts corporation (the “Adviser”) and Engemann Asset Management, a California corporation (the “Subadviser”) as follows:

1. All references to Phoenix Investment Counsel, Inc. are hereby deleted from the Agreement and Virtus Investment Advisers, Inc. is substituted in its place.

2. All references to Phoenix Equity Trust are hereby deleted from the Agreement and Virtus Equity Trust is substituted in its place.

3. Phoenix All-Cap Growth Fund has been merged out of existence and therefore, all references to Phoenix All-Cap Growth Fund are hereby deleted from the Agreement.

4. The name of the Series party to this Agreement has been changed as follows: Phoenix Small-Cap Growth Fund is now Virtus Small-Cap Growth Fund.

5. The Notices provision of the Agreement is hereby deleted and the following is substituted in its place:

19. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.

(a) To the Adviser or the Fund at:

Virtus Investment Advisers, Inc.

100 Pearl Street

Hartford, CT 06103

Attn: Kevin J. Carr, Vice President and Clerk

Telephone: (860) 263-4791

Facsimile: (860) 241-1028

Email: kevin.carr@virtus.com

(b) To the Subadviser at:

Engemann Asset Management

100 Pearl Street

Hartford, CT 06103

Attn: David C. Martin, Vice President and

Chief Compliance Officer

Telephone: (860) 263-4736

Facsimile: (860) 241-1028

Email: david.martin@virtus.com

6. Schedule C to the Agreement is hereby deleted and Schedule C attached hereto is substituted in its place to reflect changes in Virtus Small-Cap Growth Fund’s investment subadvisory fee.

7. Schedule F to the Agreement is hereby deleted and Schedule F attached hereto is substituted in its place to reflect the deletion of Phoenix All-Cap Growth Fund.

8. 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.

9. 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 EQUITY TRUST
By:	/s/ George R. Aylward
Name:	George R. Aylward
Title:	President

VIRTUS INVESTMENT ADVISERS, INC.
By:	/s/ Francis G. Waltman
Name:	Francis G. Waltman
Title:	Senior Vice President

ACCEPTED:

Engemann Asset Management
By:	/s/ George R. Aylward
Name:	George R. Aylward
Title:	President

SCHEDULES:	A.	Operational Procedures
	B.	Record Keeping Requirements
	C.	Fee Schedule
	D.	Subadviser Functions
	E.	Form of Sub-Certification
	F.	Designated Series

SCHEDULE C

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser, a fee, payable in arrears, at the annual rate stated below. The fees 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 the Fund and each Designated Series shall be valued as set forth in the then current registration statement of the Fund.

(b) The fee to be paid to the Subadviser is to be 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 Small-Cap Growth Fund

EX-99.6(U)

SECOND AMENDMENT

TO SUBADVISORY AGREEMENT

THIS AMENDMENT effective as of the 1^st day of January, 2010 amends that certain Subadvisory Agreement effective October 21, 2004, as amended as of September 1, 2006 (the “Agreement”), among Virtus Equity Trust (the “Fund”), a Delaware statutory trust on behalf of its series Virtus Mid-Cap Value Fund (formerly known as Phoenix Mid-Cap Value Fund) (the “Series”), Virtus Investment Advisers, Inc. (formerly known as Phoenix Investment Counsel, Inc.), a Massachusetts corporation (the “Adviser”) and Sasco Capital, Inc., a Connecticut corporation (the “Subadviser”) as follows:

1. All references to Phoenix Investment Counsel, Inc. are hereby deleted from the Agreement and Virtus Investment Advisers, Inc. is substituted in its place.

2. All references to Phoenix Equity Trust are hereby deleted from the Agreement and Virtus Equity Trust is substituted in its place.

3. The name of the Series party to this Agreement has been changed as follows: Phoenix Mid-Cap Value Fund is now Virtus

Mid-Cap Value Fund.

4. Schedule C to the Agreement is hereby deleted and Schedule C attached hereto is substituted in its place to reflect changes in Virtus Mid-Cap Value Fund’s investment subadvisory fee.

5. 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 capitalized terms used but not defined herein shall have such meanings as ascribed thereto in the Agreement.

6. 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 EQUITY TRUST
By:	/s/ George R. Aylward
Name:	George R. Aylward
Title:	President
VIRTUS INVESTMENT ADVISERS, INC.
By:	/s/ Frank G. Waltman
Name:	Frank G. Waltman
Title:	Senior Vice President

ACCEPTED:

Sasco Capital, Inc.
By:	/s/ Hoda Bibi
Name:	Hoda Bibi
Title:	Managing Director & CCO

SCHEDULE C

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser, a fee, payable in arrears, at the annual rate. The fees 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 the Fund and each Series shall be valued as set forth in the then current registration statement of the Fund.

(b) The fee to be paid to the Subadviser is to be 47.50% 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 47.50% of the assumed amount. However, because the Subadviser shares the fee waiver and/or expense assumption 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 47.50% of the amount recaptured.

EX-99.7(B)

VP Distributors, Inc.

100 Pearl Street

Hartford, CT 06103

VIRTUS FUNDS

SALES AGREEMENT

To: Dealer Name

Attention:

Address

City, State, Zip Code

VP Distributors, Inc. (“VPD”, “we”, “us”, or “our”) invites you to participate in the sale and distribution of shares of registered investment companies (which shall collectively be referred to hereinafter as the “Funds”) for which we are national distributor or principal underwriter, and which may be listed in Annex A hereto which such Annex may be amended by us from time to time. Upon acceptance of this agreement by VPD, you may offer and sell shares of each of the Funds (hereafter “Shares”) subject, however, to the terms and conditions hereof including our right to suspend or cease the sale of such shares. For the purposes hereof, the above referenced dealer shall be referred to as “you”.

1. You understand and agree that in all sales of Shares to the public, you shall act as dealer for your own account. All purchase orders and applications are subject to acceptance or rejection by us in our sole discretion and are effective only upon confirmation by us. Each purchase will be deemed to have been consummated in our principal office subject to our acceptance and effective only upon confirmation to you by us.

2. You agree that all purchases of Shares by you shall be made only for the purpose of covering purchase orders already received from your customers (who may be any person other than a securities dealer or broker) or for your own bona-fide investment.

3. You shall offer and sell Shares purchased pursuant to this agreement for the purpose of covering purchase orders of your customers, to the extent applicable, (a) at the current public offering price (“Offering Price”) for Class A Shares or (b) at the Net Asset Value for Class B and Class C shares as set forth in the current prospectus of each of the funds. The offer and sale of Class B Shares by you is subject to Annex B hereto, “Compliance Standards for the Sale of the Virtus Funds Under Their Alternative Purchase Arrangements”.

4. You shall pay us for Shares purchased within three (3) business days of the date of our confirmation to you of such purchase or within such time as required by applicable rule or law. The purchase price shall be (a) the Offering Price, less only the applicable dealer discount (Dealer Discount) for Class A Shares, if applicable, or (b) the Net Asset Value, less only the applicable sales commission (Sales Commission) for Class B or Class C Shares, if applicable, as set forth in the current prospectus at the time the purchase is received by us. We have the right, without notice, to cancel any order for which payment of good and sufficient funds has not been received by us as provided in this paragraph, in which case you may be held responsible for any loss suffered by us resulting from your failure to make payment as aforesaid.

5. You understand and agree that any Dealer Discount, Sales Commission or fee is subject to change from time to time without prior notice. Any orders placed after the effective date of any such change shall be subject to the Dealer Discount or Sales Commission in effect at the time such order is received by us.

6. You understand and agree that Shares purchased by you under this Agreement will not be delivered until payment of good and sufficient funds has been received by us. Delivery of Shares will be made by credit to a shareholder open account unless delivery of certificates is specified in the purchase order. In order to avoid unnecessary delay, it is understood that, at your request, any Shares resold by you to one of your customers will be delivered (whether by credit to a shareholder open account or by delivery of certificates) in the name of your customer.

7. You understand that on all purchases of Shares to which the terms of this Agreement are applicable by a shareholder for whom you are dealer of record, we will pay you an amount equal to the Dealer Discount, Sales Commission or fees which would have been paid to you with respect to such Shares if such Shares had been purchased through you. You understand and agree that the dealer of record for this purpose shall be the dealer through whom such shareholder most recently purchased Shares of such fund, unless the shareholder or you have instructed us otherwise. You understand that all amounts payable to you under this paragraph and currently payable under this agreement will be paid as of the end of the month unless specified otherwise for the total amount of Shares to which this paragraph is applicable but may be paid more frequently as we may determine in our discretion. Your request for Dealer Discount or Sales Commission reclaims will be considered if adequate verification and documentation of the purchase in question is supplied to us, and the reclaim is requested within three years of such purchase.

8. We appoint the transfer agent (or identified sub-transfer agent) for each of the Funds as our agent to execute the purchase transaction of Shares and to confirm such purchases to your customers on your behalf, and you guarantee the legal capacity of your customers so purchasing such Shares. You further understand that if a customer’s account is established without the customer signing the application form, you hereby represent that the instructions relating to the registration and shareholder options selected (whether on the application form, in some other document or orally) are in accordance with the customer’s instructions and you agree to indemnify the Funds, the transfer agent (or identified sub-transfer agent) and us for any loss or liability resulting from acting upon such instructions.

9. Upon the purchase of Class A Shares pursuant to a Letter of Intent, you will promptly return to us any excess of the Dealer Discount previously allowed or paid to you over that allowable in respect to such larger purchases.

10. Unless at the time of transmitting a purchase order you advise us to the contrary, we may consider that the investor owns no other Shares and may further assume that the investor is not entitled to any lower sales charge than that accorded to a single transaction in the amount of the purchase order, as set forth in the current prospectus.

11. You understand and agree that if any Shares purchased by you under the terms of this Agreement are, within seven (7) business days after the date of our confirmation to you of the original purchase order for such Shares, repurchased by us as agent for such fund or are tendered to such fund for redemption, you shall forfeit the right to, and shall promptly pay over to us the amount of, any Dealer Discount or Sales Commission allowed to you with respect to such Shares. We will notify you of such repurchase or redemption within ten (10) days of the date upon which certificates are delivered to us or to such fund or the date upon which the holder of Shares held in a shareholder open account places or causes to be placed with us or with such fund an order to have such shares repurchased or redeemed.

12. You agree that, in the case of any repurchase of any Shares made more than seven (7) business days after confirmation by us of any purchase of such Shares, except in the case of Shares purchased from you by us for your own bona fide investment, you will act only as agent for the holders of such Shares and will place the orders for repurchase only with us. It is understood that you may charge the holder of such Shares a fair commission for handling the transaction.

13. Our obligations to you under this Agreement are subject to all the provisions of the respective distribution agreements entered into between us and each of the Funds. You understand and agree that in performing your services under this agreement you are acting in the capacity of an independent contractor, and we are in no way responsible for the manner of your performance or for any of your acts or omissions in connection therewith. Nothing in the Agreement shall be construed to constitute you or any of your agents, employees, or representatives as our agent, partner or employee, or the agent, partner of employee of any of the Funds.

In connection with the sale and distribution of shares of Virtus Funds, you agree to indemnify and hold us and our affiliates, employees, and/or officers harmless from any damage or expense as a result of (a) the negligence, misconduct or wrongful act by you or any employee, representative, or agent of yours and/or (b) any actual or alleged violation of any securities laws, regulations or orders. Any indebtedness or obligation of yours to us whether arising hereunder or otherwise, and any liabilities incurred or moneys paid by us to any person as a result of any misrepresentation, wrongful or unauthorized act or omission, negligence of, or failure of you or your

2

employees, representatives or agents to comply with the Sales Agreement, shall be set off against any compensation payable under this agreement. Any differential between such expenses and compensation payable hereunder shall be payable to us upon demand. The terms of this provision shall not be impaired by the termination of this agreement.

In connection with the sale and distribution of shares of Virtus Funds, we agree to indemnify and hold you harmless from any damage or expense on account of the gross and willful negligence, misconduct or wrongful act of us or any employee, representative, or agent of ours which arises out of or is based upon any untrue statement or alleged untrue statement of material fact, or the omission or alleged omission of a material fact in: (i) any registration statement, including any prospectus or any post-effective amendment thereto; or (ii) any material prepared and/or supplied by us for use in conjunction with the offer or sale of Virtus Funds; or (iii) any state registration or other document filed in any state or jurisdiction in order to qualify any Fund under the securities laws of such state or jurisdiction. The terms of this provision shall not be impaired by the termination of this agreement.

14. We will supply you with reasonable quantities of the current prospectus, periodic reports to shareholders, and sales materials for each of the Funds. You agree not to use any other advertising or sales material relating to the sale of shares of any of the Funds unless other advertising or sales material is pre-approved in writing by us.

15. You agree to offer and sell Shares only in accordance with the terms and conditions of the then current prospectus of each of the Funds and subject to the provisions of this Agreement, and you will make no representations not contained in any such prospectus or any authorized supplemental sales material supplied by us. You agree to use your best efforts in the development and promotion of sales of the Shares covered by this Agreement, and agree to be responsible for the proper instruction, training and supervision of all sales representatives employed by you in order that such Shares will be offered in accordance with the terms and conditions of this Agreement and all applicable laws, rules and regulations. All expenses incurred by you in connection with your activities under this Agreement shall be borne by you. In consideration for the extension of the right to exercise telephone exchange and redemption privileges to you and your registered representatives, you agree to bear the risk of any loss resulting from any unauthorized telephone exchange or redemption instructions from you or your registered representatives. In the event we determine to refund any amounts paid by any investor by reason of such violation on your part, you shall forfeit the right to, and pay over to us, the amount of any Dealer Discount or Sales Commission allowed to you with respect to the transaction for which the refund is made.

16. You represent that you are properly registered as a broker or dealer under the Securities and Exchange Act of 1934 and are member of the Financial Industry Regulatory Authority, Inc. (FINRA) and agree to maintain membership with FINRA or in the alternative, that you are a foreign dealer not eligible for membership with FINRA. You agree to notify us promptly of any change, termination or suspension of the foregoing status. You agree to abide by all the rules and regulations of FINRA and NASD Rules, including NASD Conduct Rule 2830, which is incorporated herein by reference as if set forth in full. You further agree to comply with all applicable state and Federal laws and the rules and regulations of applicable regulatory agencies. You further agree that you will not sell, or offer for sale, Shares in any jurisdiction in which such Shares have not been duly registered or qualified for sale. You agree to promptly notify us with respect to (a) the initiation and disposition of any formal disciplinary action by the FINRA or any other agency or instrumentality having jurisdiction with respect to the subject matter hereof against you or any of your employees or agents; (b) the issuance of any form of deficiency notice by the FINRA or any such agency regarding your training, supervision or sales practices; and (c) the effectuation of any consensual order with respect thereto.

16.1 Patriot Act. You shall employ policies and procedures designed to comply with the rules and regulations promulgated from time to time by the Office of Foreign Asset Control (including transactions involving embargoed countries or Specifically Designated Nationals and Blocked Persons) and all other applicable money laundering restrictions, including, without limitation, such restrictions as may be adopted pursuant to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act) of 2001 with respect to similarly situated financial institutions as VPD. You agree that you will perform the Customer Identification Program requirements of the USA Patriot Act, as applicable, with respect to Accounts established and transactions made pursuant to this Agreement.

16.2 Sarbanes-Oxley Act. You agree to cooperate with VPD and will facilitate the filing by VPD, each underlying registered investment companies (collectively, the “Funds”) and/or their respective officers

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and auditors of any and all certifications or attestations as required by the Sarbanes-Oxley Act of 2002, including, without limitation, furnishing such sub-certifications from your relevant officers with respect to the services performed by you under this Agreement as reasonably requested from time to time.

16.3 Rule 38a-1. Upon reasonable request, you agree to provide your written policies and procedures to the Funds’ chief compliance officer for review and the Funds’ board of trustees’ approval to assist our compliance with Rule 38a-1 under the Investment Company Act of 1940, as amended. You further agree to cooperate with VPD in its review of such written policies and procedures, including, without limitation, furnishing such certifications and sub-certifications as VPD shall reasonably request from time to time. You agree that you shall promptly notify VPD and Funds in the event that a “material compliance matter” (as such term is defined pursuant to Rule 38a-1 under the 1940 Act) arises with respect the services you provide under this Agreement.

16.4 Late Trading. You will accept no orders for the purchase and redemption of Fund shares after 4:00 p.m. Eastern time on any Business Day. For the purposes hereof, a “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which a Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission (hereinafter, the “SEC”), as amended from time to time, subject to such terms and conditions as may be set forth in the registration statements for the Funds as filed with the SEC, as the same shall be amended from time to time.

16.5 Market Timing. VPD may refuse to sell shares of any Fund (or series thereof) to any person, or suspend or terminate the offering of shares of any Fund (or series thereof), if such action is required by law or by regulatory authorities having jurisdiction with respect to VPD or Fund, as the case may be, or is, in the reasonable discretion of VPD, reasonably necessary in order to protect the best interests of its investors. You shall establish and maintain policies and procedures reasonably designed to detect, monitor and deter (including, without limitation, rejecting specific purchase orders) account owners (or their agents) whose purchase and redemption activity follows a market timing pattern, and to take such other actions as you deem necessary to discourage or reduce market timing activity. For the purposes hereof, “market timing activity” shall mean and refer to any discernable pattern of excessive trading in and out of a Fund (or series thereof) by one or more account owners (or their agents), including, without limitation, any purchase and sale (round trip) in and out of a single series of a Fund within any thirty day period. The parties acknowledge that, if necessary, such policies and procedures may include the identification of account owners engaged in such market timing activity and the imposition of restrictions on their requests to purchase or exchange Fund shares. You shall provide reasonable reports regarding your implementation and enforcement of such restrictions on purchase and redemption activity that follows a market-timing pattern upon request.

17. Shareholder Information and SEC Rule 22c-2. If trading as an Intermediary (a broker, dealer, bank or other entity that holds securities of record issued by the Funds in nominee name; and in the case of a participant-directed employee benefit plan that owns securities issued by the Funds; a retirement plan administrator under ERISA or any entity that maintains the plan’s participant records) you hereby agree as follows:

17.1 Agreement to Provide Information. Intermediary agrees to provide the Funds, upon written request, the taxpayer information number (“TIN”), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Fund shares held through an account maintained by the Intermediary during the period covered by the request.

17.1.1 Period Covered by Request. Requests must set forth a specific period, not to exceed 180 days from the date of the request, for which transaction information is sought. The Fund may request transaction information older than 180 days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purposes of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund. If requested by the Fund, Intermediary agrees to provide the information specified in 17.1 for each trading day.

17.1.2 Form and Timing of Response. Intermediary agrees to transmit the requested information that is on its books and records to the Funds or its designee promptly, but in any event not later than 10 business days, after receipt of a request. If the requested information is not on the Intermediary’s books and records, Intermediary agrees to use reasonable efforts to: (i) promptly obtain and transmit the requested

4

information; (ii) obtain assurances from the accountholder that the requested information will be provided directly to the Fund Agent promptly; or (iii) if directed by the Fund Agent, block further purchases of Fund shares from such accountholder. In such instance, Intermediary agrees to inform the Fund Agent whether it plans to perform (i), (ii) or (iii). Responses required by this paragraph must be communicated in writing and in format mutually agreed upon by the parties. To the extent practicable, the format for any transaction information provided to the Fund Agent should be consistent with the NSCC Standardized Data Reporting Format.

17.1.3 Limitations on Use of Information. The Fund Agent agrees not to use the information received for marketing or any other similar purpose without the prior written consent of the Intermediary.

17.2. Agreement to Restrict Trading. Intermediary agrees to execute written instructions from the Fund Agent to restrict or prohibit further purchases or exchanges of Fund shares by a Shareholder that has been identified by the Fund Agent as having engaged in transactions of the Funds’ shares (directly or indirectly through the Intermediary’s account) that violate policies established by the Funds for the purposes of eliminating or reducing any dilution of the value of the outstanding shares issued by the Funds.

17.2.1 Form of Instructions. Instructions must include the TIN, if known, and the specific restriction(s) to be executed. If the TIN is not known, the instructions must include any equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.

17.2.2 Timing of Response. Intermediary agrees to execute instructions as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Intermediary.

17.2.3 Confirmation by Intermediary. Intermediary must provide written confirmation to the Fund Agent that instructions have been executed. Intermediary agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed.

17.3 Definitions. For purposes of this paragraph:

17.3.1 The term “Funds” includes the fund’s principal underwriter and transfer agent. The term not does include any “excepted funds” as defined in SEC Rule 22c-2(b) under the Investment Company Act of 1940.

17.3.2 The term “Shares” means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the Investment Company Act of 1940 that are held by the Intermediary.

17.3.3 The term “Shareholder” means the beneficial owner of Shares, whether the Shares are held directly or by the Intermediary in nominee name or, if applicable, the Plan participant notwithstanding that the Plan may be deemed to be the beneficial owner of Shares.

18. Either party may terminate this agreement for any reason by written or electronic notice to the other party which termination shall become effective fifteen (15) days after the date of mailing or electronically transmitting such notice to the other party. We may also terminate this agreement for cause or as a result of a violation by you, as determined by us in our discretion, of any of the provisions of this Agreement, said termination to be effective on the date of mailing written or electronic notice to you of the same. Without limiting the generality of the foregoing, your own expulsion from the FINRA will automatically terminate this Agreement without notice. Your suspension from the FINRA or violation of applicable state or Federal laws or rules and regulations of applicable regulatory agencies will terminate this Agreement effective upon the date of our mailing written notice or transmitting electronic notice to you of such termination. Our failure to terminate this Agreement for any cause shall not constitute a waiver of our right to so terminate at a later date.

19. All communications and notices to you or us shall be sent to the addresses set forth at the beginning of this Agreement or to such other address as may be specified in writing from time to time.

20. VPD agrees to comply with all laws, rules, regulations, and ordinances relating to privacy, confidentiality, security, data security, and the handling of customer information which may from time to time be established. VPD agrees not to disclose or use any consumer nonpublic personal information (including nonpublic personal financial information and nonpublic personal health information), which may be supplied by you to VPD in performance under this Agreement other than to: a) carry out the purpose for which the information was provided; and b) to use or disclose the information as otherwise permitted or required by law. You agree to comply with all laws,

5

rules, regulations, and ordinances relating to privacy, confidentiality, security, data security, and the handling of customer information which may from time to time be established. You agree not to disclose or use any consumer nonpublic personal information (including nonpublic personal financial information and nonpublic personal health information), which may be supplied by VPD to you in performance under this Agreement other than to: a) carry out the purpose for which the information was provided; and b) to use or disclose the information as otherwise permitted or required by law. This provision will survive and continue in full force and effect after the termination of this Agreement.

21. This agreement shall become effective upon the date of its acceptance by us as set forth herein. This agreement may be amended by VPD from time to time. This Agreement and all rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of Connecticut. This agreement is not assignable or transferable, except that we may assign or transfer this agreement to any successor distributor of the Shares described herein.

ACCEPTED ON BEHALF OF		ACCEPTED ON BEHALF OF
VP DISTRIBUTORS, INC.
		Name of Dealer Firm
Date		Date
By		By
Name	John Steven Neamtz	Print Name
Title	Senior Vice President	Print Title
		FINRA CRD Number

VPD 80 (January 29, 2010)

6

Virtus Mutual Funds Sales Agreement

Amended Annex A – January 29, 2010

VP Distributors, Inc.

Virtus Mutual Funds and Available Share Classes

EQUITY		INTERNATIONAL/GLOBAL
Virtus AlphaSectorSM Rotation Fund	A C I	Virtus Emerging Market Opportunities Fund	A C I
Virtus Core Equity Fund	A C I	Virtus Foreign Opportunities Fund	A C I
Virtus Disciplined Small-Cap Opportunity Fund	A C I	Virtus Global Opportunities Fund	A C
Virtus Disciplined Small-Cap Value Fund	A C I	Virtus Greater Asia ex Japan Opportunities Fund	A C I
Virtus Growth & Income Fund	A C I	Virtus Greater European Opportunities Fund	A C I
Virtus Mid-Cap Core Fund	A C I
Virtus Mid-Cap Growth Fund	A C I	FIXED INCOME
Virtus Mid-Cap Value Fund	A C I	Virtus Bond Fund	A C I
Virtus Quality Large-Cap Value Fund	A C I	Virtus CA Tax-Exempt Bond Fund	A I
Virtus Quality Small-Cap Fund	A C I	Virtus High Yield Fund	A C
Virtus Small-Cap Core Fund	A C I	Virtus High Yield Income Fund	A C I
Virtus Small-Cap Growth Fund	A C	Virtus Insight Government Money Market Fund	A I
Virtus Small-Cap Sustainable Growth Fund	A C I	Virtus Insight Money Market Fund	A E I
Virtus Strategic Growth Fund	A C I	Virtus Insight Tax-Exempt Money Market Fund	A I
Virtus Value Equity Fund	A C I	Virtus Institutional Bond Fund	XY
		Virtus Intermediate Government Bond Fund	A I
ALTERNATIVES		Virtus Intermediate Tax-Exempt Bond Fund	A C I
Virtus Alternatives Diversifier Fund	A C I	Virtus Multi-Sector Fixed Income Fund	A C I
Virtus Global Infrastructure Fund	A C I	Virtus Multi-Sector Short Term Bond Fund	A C I T
Virtus Global Real Estate Securities Fund	A C I	Virtus Senior Floating Rate Fund	A C I
Virtus International Real Estate Securities Fund	A C I	Virtus Short/Intermediate Bond Fund	A C I
Virtus Market Neutral Fund	A C I	Virtus Tax-Exempt Bond Fund	A C I
Virtus Real Estate Securities Fund	A C I
		ASSET ALLOCATION
		Virtus AlphaSectorSM Allocation Fund	A C I
		Virtus Balanced Fund	A C
		Virtus Balanced Allocation Fund	A C I
		Virtus Tactical Allocation Fund	A C

VP Distributors, Inc. 100 Pearl Street, Hartford, CT 06103

Marketing: (800) 243-4361 Customer Service: (800) 243-1574 www.Virtus.com

Applicable waivers of Class A sales charges and Class B and C contingent deferred sales charges are described in the prospectus.

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Class A Shares

Dealer Concession for Equity, Asset Allocation, International/Global, Alternative Funds Class A Shares:

Amount of Transaction Plus Applicable Rights of Accumulation:	Sales Charge As Percentage of Offering Price		Dealer Discount or Agency Fee As Percentage of Offering Price
Less than $50,000	5.75	%	5.00	%
$50,000 but under $100,000	4.75		4.25
$100,000 but under $250,000	3.75		3.25
$250,000 but under $500,000	2.75		2.25
$500,000 but under $1,000,000	2.00		1.75
$1,000,000 or more	None		None

Dealer Concession for	Class A Shares Fixed Income Funds*				Class A Shares Virtus Multi-Sector Short Term Bond
Amount of Transaction Plus Applicable Rights of Accumulation:	Sales Charge As Percentage of Offering Price		Dealer Discount or Agency Fee As Percentage of Offering Price		Sales Charge As Percentage of Offering Price		Dealer Discount or Agency Fee As Percentage of Offering Price
Less than $50,000	4.75	%	4.25	%	2.25	%	2.00	%
$50,000 but under $100,000	4.50		4.00		1.25		1.00
$100,000 but under $250,000	3.50		3.00		1.00		1.00
$250,000 but under $500,000	2.75		2.25		1.00		1.00
$500,000 but under $1,000,000	2.00		1.75		0.75		0.75
$1,000,000 or more	None		None		None		None

* Excluding All Money Market Funds and Virtus Multi-Sector Short Term Bond Fund.

Distribution Fee: 0.10% For distribution services with respect to the Virtus Insight Money Market Fund, Virtus Insight Government Money Market Fund and the Virtus Insight Tax-Exempt Money Market Fund, VPD intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.10% annually, based on the average daily net asset value of such Funds sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 in each such fund to qualify for payment. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

Service Fee: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, VPD intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually. The Service Fee is based on the average daily net asset value of Class A shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in a Fund Class to qualify for payment in that Fund Class. The Service Fee for shares on which a Finder’s Fee has been paid will commence in the thirteenth month following purchase of Class A shares. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

Finder’s Fee and CDSC Applicable to AlphaSector Allocation Fund, AlphaSector Rotation Fund and Fixed Income Funds (excluding Money Market Funds): VPD may pay broker-dealers a finder’s fee in an amount equal to 0.50% of eligible Class A Share purchases from $1,000,000 to $3,000,000 and 0.25% on amounts greater than $3,000,000. Purchases by an account in the name of a qualified employee benefit plan are eligible for a finder’s fee only if such plan has at least 100 eligible employees. A contingent deferred sales charge of 0.50% may apply on certain redemptions made within 18 months following purchases of Class A shares on which a Finder’s Fee has been paid to a dealer. The 18 month period begins on the last day of the month preceding the month in which the purchase was made.

Finder’s Fee and CDSC Applicable to Equity, Asset Allocation, International/Global, and Alternative Funds Class A Shares: (excluding AlphaSector Allocation Fund and AlphaSector Rotation Fund) VPD may pay broker-dealers a finder’s fee in an amount equal to 1.00% of eligible Class A Share purchases from $1,000,000 to $3,000,000, 0.50% on amounts of $3,000,0001 to $10,000,000 and 0.25% on amounts greater than $10,000,000. Purchases by an account in the name of a qualified employee benefit plan are eligible for a finder’s fee only if such plan has at least 100 eligible employees. A contingent deferred sales charge of 1% may apply on certain redemptions made within 18 months following purchases of Class A shares on which a Finder’s Fee has been paid to a dealer. The 18 month period begins on the last day of the month preceding the month in which the purchase was made.

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Class B Shares

As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

	CDSC (Except Virtus Multi- Sector Short Term Bond Fund and Virtus Market Neutral Fund)		CDSC Virtus Multi-Sector Short Term Bond Fund		CDSC Virtus Market Neutral Fund
Years since Each Purchase:	Contingent Deferred Sales Charge:		Contingent Deferred Sales Charge:		Contingent Deferred Sales Charge
First	5.0	%	2.0	%	5.0	%
Second	4.0		1.5		4.0
Third	3.0		1.0		3.0
Fourth	2.0		0.0		3.0
Fifth	2.0		0.0		2.0
Sixth	0.0		0.0		1.0

Dealers maintaining omnibus accounts, upon redemption of a customer account within the time frames specified above, shall charge such customer account the appropriate contingent deferred sales charge as indicated and shall forward the proceeds to VPD.

Service Fee: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, VPD intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class B shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in a Fund Class to qualify for payment in that Fund Class. The Class B Service Fee is paid beginning in the 13^th month following each purchase. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

Class C Shares

Sales Commission:	1% for all Class C Funds except Virtus Multi-Sector Short Term Bond Fund
	0% for Virtus Multi-Sector Short Term Bond Fund
	For exchanges from Virtus Multi-Sector Short Term Bond Fund Class C to other Class C shares, the dealer will receive 1% sales commission on the exchanged amount.

CDSC: 1% for all Class C Funds, except Virtus Market Neutral Fund (1.25% CDSC) and Virtus Multi-Sector Short Term Bond Fund (no CDSC). Dealers maintaining omnibus accounts, upon redemption of a customer account within the time frames specified below, shall charge such customer account the appropriate contingent deferred sales charge as indicated and shall forward the proceeds to VPD. The CDSC on Class C shares is 1% for one year from each purchase.

Distribution Fee: 0.25% - 0.75% VPD intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually for Virtus Multi-Sector Short Term Bond Fund, 0.70% for the Virtus Market Neutral Fund, and 0.75% annually for all other Class C Funds, based on the average daily net asset value of Class C shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class C Trail Fee is paid beginning in the 13^th month following each purchase. There is no hold for the Class C Trail Fee for the Virtus Multi-Sector Short Term Bond Fund. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

Service Fee: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, VPD intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class C shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class C Service Fee is paid beginning in the 13^th month following each purchase. There is no hold for the Class C Service Fee for the Virtus Multi-Sector Short Term Bond Fund. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

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Class I Shares

There is no dealer compensation payable on Class I shares.

Class T Shares – Virtus Multi-Sector Short Term Bond Fund only

Dealer Concession: 1%

CDSC: 1% for one year from the date of each purchase.

Service Fee: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, VPD intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class T shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class T Service Fee is paid beginning in the 13^th month following each purchase. See below for Terms and Conditions for Service and Distribution Fees.

Distribution Fee: 0.75% VPD intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.75% annually, based on the average daily net asset value of Class T shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class T Distribution Fee is paid beginning in the 13^th month following each purchase. See below for Terms and Conditions for Service and Distribution Fees.

Class X and Y Shares Virtus Institutional Bond Fund Only

Finder’s Fee: 0.10% - 0.50% VPD may pay dealers, from its own profits and resources, a percentage of the net asset value of Class X and Class Y shares sold, equal to 0.50% on the first $5 million, 0.25% on the next $5 million, plus 0.10% on the amount in excess of $10 million. If all or part of such purchases are subsequently redeemed within one year of the investment date, the dealer will refund to VPD the full Finder’s Fee paid.

Class Y Service Fee*: 0.25% For providing shareholder services, VPD intends to pay qualifying dealers a quarterly fee at the equivalent of 0.25% annually, based on the average daily net asset value of Class Y shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in a Fund to qualify for payment in that Fund. No Service Fee is paid on any Class X shares. See below for Terms and Conditions for Service and Distribution Fees.

Terms and Conditions for Service and Distribution Fees – All Share Classes

Applicable Service and Distribution Fees are paid pursuant to one or more distribution and/or service plans (“Plan”) adopted by certain of the Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Act”). Payment of these fees will automatically terminate in the event such Plan terminates or is not continued or in the event that this Agreement terminates, is assigned or ceases to remain in effect. In addition, these fees may be terminated at any time, without the payment of any penalty, by vote of a majority of the members of the Funds’ Board of Trustees who are not interested persons of the Funds and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, or by vote of a majority of the outstanding voting securities of any Fund or Funds on not more than sixty days’ written notice to any other party to the Agreement.

VPD80A (January 29, 2010)

10

EX-99.11

March 18, 2010

Virtus Equity Trust

101 Munson Street

Greenfield, MA 01301

Ladies and Gentlemen:

We have acted as counsel to Virtus Equity Trust (the “Trust”) in connection with the Registration Statement of the Trust on Form N-14 (the “Registration Statement”) being filed by the Trust under the Securities Act of 1933, as amended (the “Act”), relating to the proposed combination of Virtus Small-Cap Growth Fund (the “Acquired Fund”), a series of the Trust, and Virtus Small-Cap Sustainable Growth Fund (the “Acquiring Fund”), a series of the Trust, and the issuance of Class A Shares and Class C Shares of beneficial interest of the Acquiring Fund in connection therewith (the “Shares”), all in accordance with the terms of the proposed Agreement and Plan of Reorganization by and among the Trust on behalf of the Acquired Fund and the Trust on behalf of the Acquiring Fund (the “Agreement and Plan of Reorganization”), in substantially the form to be included in the Registration Statement as Exhibit A.

We have examined such documents, records and other instruments and have made such other examinations and inquiries as we have deemed necessary for the purposes of this opinion. In addition, we have assumed for purposes of this opinion that, prior to the date of the issuance of the Shares, (1) the Trustees of the Trust and the shareholders of the Acquired Fund will have taken all actions required of them for the approval of the Agreement and Plan of Reorganization and (2) the Agreement and Plan of Reorganization will have been duly executed and delivered by each party thereto and will constitute the legal, valid and binding obligation of each of the Acquiring Fund, the Trust and the Acquired Fund.

Based upon and subject to the foregoing, we are of the opinion that, when issued in accordance with the Agreement and Plan of Reorganization, the Shares will be validly issued, fully paid and non-assessable, assuming that as consideration for the Shares not less than the net asset value of such Shares has been paid and that the conditions set forth in the Agreement and Plan of Reorganization have been satisfied.

Very truly yours,

/s/ Kevin J. Carr

Kevin J. Carr

Vice President, Chief Legal Officer,

Counsel and Secretary

EX-99.13(A)

AMENDED AND RESTATED

TRANSFER AGENCY AND SERVICE AGREEMENT

between

VIRTUS MUTUAL FUNDS

and

VP DISTRIBUTORS, INC.

Table of Contents

		Page
Article 1.	Terms of Appointment; Duties of Transfer Agent	1
Article 2.	Fees and Expenses	4
Article 3.	Representations and Warranties of Transfer Agent	5
Article 4.	Representations and Warranties of the Virtus Mutual Funds	5
Article 5.	Data Access and Proprietary Information	5
Article 6.	Indemnification	7
Article 7.	Standard of Care	8
Article 8.	Covenants	8
Article 9.	Termination	10
Article 10.	Assignment	10
Article 11.	Amendment	10
Article 12.	Connecticut Law to Apply	10
Article 13.	Force Majeure	10
Article 14.	Consequential Damages	11
Article 15.	Merger of Agreement	11
Article 16.	Limitations of Liability of the Trustees and Shareholders	11
Article 17.	Counterparts	11

AMENDED AND RESTATED

TRANSFER AGENCY AND SERVICE AGREEMENT

This AGREEMENT, effective the 1^st day of January, 2010, is made by and between the undersigned entities (the series of which are 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”). This Agreement supercedes any previous Transfer Agency and Service Agreement entered into between the above-referenced parties.

W I T N E S S E T H:

Article 1. Terms of Appointment; Duties of Transfer Agent

1.01 Subject to the terms and conditions set forth in this Agreement, the Virtus Mutual Funds hereby continue to employ Transfer Agent to act as, and Transfer Agent agrees to continue acting as, transfer agent for the authorized and issued shares of beneficial interest of each of the series of the Virtus Mutual Funds (hereinafter collectively and singularly referred to as “Shares”), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Fund (“Shareholders”) and as set out in the currently effective registration statement of the Fund (the prospectus and statement of additional information portions of such registration statement being referred to as the “Prospectus”), including, without limitation, any periodic investment plan or periodic withdrawal program.

1.02 Transfer Agent agrees that it will perform the following services pursuant to this Agreement:

(a) In accordance with procedures established from time to time by agreement between the Virtus Mutual Funds and Transfer Agent, Transfer Agent shall:

(i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian appointed from time to time by the Trustees of the Fund (which entity or entities, as the case may be, shall be referred to as the “Custodian”);

(ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each appropriate Shareholder account;

(iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian;

(iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Fund who shall thereby be deemed to be acting on behalf of the Virtus Mutual Funds;

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(v) At the appropriate time as and when it receives monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;

(vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;

(vii) Prepare and transmit payments for dividends and distributions declared by the Fund, if any;

(viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Fund, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity;

(ix) Maintain records of account for and advise the Fund and its respective Shareholders as to the foregoing;

(x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by the Fund. The Transfer Agent shall also provide on a regular basis to the Fund the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective Fund; and

(xi) Upon the request of the Virtus Mutual Funds, the Transfer Agent shall carry out certain information requests, analyses, and reporting services in support of the Virtus Mutual Funds’ obligation under rule 22c-2.

(b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable the Fund to monitor the total number of Shares sold in each State.

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(c) In addition, the Virtus Mutual Funds shall (i) identify to Transfer Agent in writing any transactions or assets that it is aware should be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for the Fund’s blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Virtus Mutual Funds and the reporting of such transactions to the Fund as provided above.

(d) The Transfer Agent may at times perform only certain of the services in Article 1, in which case the Virtus Mutual Funds or its agent may perform the other services in Article 1 on behalf of the Fund. Procedures as to who shall provide the services in Article 1 may be established from time to time by agreement between the Virtus Mutual Funds and Transfer Agent per the attached service responsibility schedule, if any.

(e) The Fund hereby delegates to the Transfer Agent the implementation, administration and operation of the Fund’s anti-money laundering program, as such anti-money laundering program is adopted by the Fund and as amended from time to time (the “Program”) provided that such Program and any amendments are promptly provided to the Transfer Agent. The Fund hereby further authorizes the sub-delegation by the Transfer Agent of the implementation, administration and operation of certain aspects of the Fund’s Program to Boston Financial Data Services, Inc. (“BFDS”). The Transfer Agent further agrees that it will fully cooperate with the designated anti-money laundering compliance officer (the “AML Compliance Officer”) of the Fund in the discharge of its delegated duties hereunder. The Transfer Agent agrees to provide to the Fund, its AML Compliance Officer, internal or external auditors, regulatory authorities or the duly appointed agents of any of the foregoing (collectively, the “Interested Parties”) any and all necessary reports and information requested by the Fund or any of the Interested Parties, as the case may be, with respect to the Transfer Agent’s performance of its delegated duties under the Program.

In connection with the performance by the Transfer Agent of the above-delegated duties, the Transfer Agent understands and acknowledges that the Fund remains responsible for assuring compliance with the Patriot Act and that the records the Transfer Agent maintains for the Fund relating to the Fund’s Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate the compliance of the Fund with the Patriot Act. The Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Transfer Agent will use its best efforts to make available, during normal business hours, all required records and information for review by such examiners.

(f) The Transfer Agent shall provide additional services on behalf of the Virtus Mutual Funds (i.e., escheatment services) which may be agreed upon in writing between the Virtus Mutual Funds and the Transfer Agent.

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(g) The Transfer Agent may subcontract for the performance hereof with one or more sub-agents; provided, however, that Transfer Agent shall be as fully responsible to the Fund for the acts and omissions of any such subcontractor as it is for its own acts and omissions. In the alternative, the Virtus Mutual Funds may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Fund which would otherwise be performed by the Transfer Agent pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Funds enter into such an Outside Service Agreement, the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Transfer Agent hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Funds obtain services otherwise required of the Transfer Agent hereunder pursuant to any such Outside Service Agreements, the Transfer Agent’s fees shall be adjusted in accordance with Article 2 hereof. For the avoidance of doubt, any agreements into which the Transfer Agent enters on behalf of one or more Virtus Mutual Funds, pursuant to which the Transfer Agent agrees to make any applicable payments, shall not be considered an Outside Service Agreement hereunder.

Article 2. Fees and Expenses

2.01 In consideration of the services provided by the Transfer Agent pursuant to this Agreement, the Fund agrees to pay Transfer Agent the fees set forth in Schedule A attached hereto and made a part hereof. Fees and out-of-pocket expenses and advances identified under Section 2.02 below may be changed from time to time subject to mutual written agreement between the Fund and Transfer Agent. Nothing herein shall preclude the assignment of all or any portion of the foregoing fees and expense reimbursements to any sub-agent contracted by Transfer Agent.

2.02 In addition to the fee paid under Section 2.01 above, the Virtus Mutual Funds agree to reimburse Transfer Agent for out-of-pocket expenses or advances incurred by Transfer Agent for the items set out in Schedule A attached hereto. In addition, any other expenses incurred by Transfer Agent at the request or with the consent of the Fund, will be reimbursed by the Fund requesting same.

2.03 The Virtus Mutual Funds agree to pay all fees and reimbursable expenses within five days following the mailing of the respective billing notice. The above fees will be charged against the Fund’s custodian checking account five (5) days after the invoice is transmitted to the Virtus Mutual Funds. Postage for mailing of dividends, proxies, Fund reports and other mailings to all Shareholder accounts shall be advanced to Transfer Agent at least seven (7) days prior to the mailing date of such materials.

2.04 In the event that the Virtus Mutual Funds obtain any of the services otherwise required of the Transfer Agent pursuant to this Agreement from another person or entity pursuant to an Outside Service Agreement, the Transfer Agent shall reduce its fees as listed on Schedule A to the extent of the fees (but not out-of-pocket expenses) paid by the Funds pursuant to the Outside Service Agreement for such services; provided, however, that prior to agreeing to such fees the Funds shall have obtained the agreement of the Transfer Agent that such fees are reasonable. The Funds are free to engage a service provider under an Outside Service

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Agreement without first obtaining the agreement of the Transfer Agent that such fees are reasonable, but in that event the parties hereto shall negotiate in good faith to determine the amount of the Transfer Agent’s fees to be waived.

Article 3. Representations and Warranties of Transfer Agent

The Transfer Agent represents and warrants to the Virtus Mutual Funds that:

3.01 It is a corporation organized and existing and in good standing under the laws of the State of Connecticut.

3.02 It is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement.

3.03 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

3.04 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

3.05 It is and shall continue to be a duly registered transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934.

Article 4. Representations and Warranties of the Virtus Mutual Funds

The Virtus Mutual Funds represent and warrant to Transfer Agent that:

4.01 All trust proceedings required to enter into and perform this Agreement have been undertaken and are in full force and effect.

4.02 Each Fund is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

4.03 A registration statement under the Securities Act of 1933 is currently effective for the Fund and such registration statement will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares being offered for sale.

Article 5. Data Access and Proprietary Information

5.01 The Virtus Mutual Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Virtus Mutual Funds by the Transfer Agent as part of the Fund’s ability to access certain Fund-related data (“Customer Data”) maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customer Data. The Virtus Mutual Funds agree

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to treat all Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, each Fund agrees for itself and its employees and agents:

(a) to access Customer Data solely from locations as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s applicable user documentation;

(b) to refrain from copying or duplicating in any way the Proprietary Information;

(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;

(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;

(e) that the Virtus Mutual Funds shall have access only to those authorized transactions agreed upon by the parties; and

(f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law.

Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.

5.02 If the Virtus Mutual Funds notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Virtus Mutual Funds agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5.03 If the transactions available to the Virtus Mutual Funds include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or

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movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a “COEFI”), then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.

Article 6. Indemnification

6.01 The Transfer Agent shall not be responsible for, and the Virtus Mutual Funds shall indemnify and hold Transfer Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:

(a) All actions of Transfer Agent or its agent or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct.

(b) The lack of good faith, negligence or willful misconduct by the Virtus Mutual Funds which arise out of the breach of any representation or warranty of the Virtus Mutual Funds hereunder.

(c) The reliance on or use by the Transfer Agent or its agents or subcontractors of information, records and documents which (i) are received by Transfer Agent or its agents or subcontractors, and (ii) have been prepared, maintained or performed by the Virtus Mutual Funds or any other person or firm on behalf of the Virtus Mutual Funds including but not limited to any previous transfer agent or registrar.

(d) Without negligence, the reliance on, or the carrying out by Transfer Agent or its agents or subcontractors of any instructions or requests of the Virtus Mutual Funds.

(e) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state.

6.02 Transfer Agent shall indemnify and hold the Virtus Mutual Funds harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by Transfer Agent, or any sub-agent of Transfer Agent, as a result of Transfer Agent’s, or such sub-agent’s, lack of good faith, negligence or willful misconduct. Such indemnification shall not extend to any action or failure or omission to act by any sub-agent engaged by the Virtus Mutual Funds, as the Virtus Mutual Funds will have direct recourse to such sub-agent.

6.03 At any time the Transfer Agent may apply to any officer of the Virtus Mutual Funds for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by Transfer Agent under this Agreement, and Transfer Agent and its agents or subcontractors shall not be liable and shall be indemnified by the Virtus Mutual Funds for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. The Transfer Agent, its agents and subcontractors shall be

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protected and indemnified in acting upon any paper or document furnished by or on behalf of the Virtus Mutual Funds, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided Transfer Agent or its agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Virtus Mutual Funds, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Virtus Mutual Funds. Transfer Agent, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar.

6.04 In order that the indemnification provisions contained in this Article 6 shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.

6.05 Transfer Agent hereby expressly acknowledges that recourse against the Virtus Mutual Funds, if any, shall be subject to those limitations provided by governing law and the applicable Declaration of Trust of the Fund, as applicable, and agrees that obligations assumed by the Virtus Mutual Funds hereunder shall be limited in all cases to the Virtus Mutual Funds and their respective assets. Transfer Agent shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Virtus Mutual Funds, nor shall the Transfer Agent seek satisfaction of any obligations from the Trustees or any individual Trustee of the Virtus Mutual Funds.

Article 7. Standard of Care

7.01 The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors unless said errors are caused by its negligence, bad faith, or willful misconduct of that of its employees.

Article 8. Covenants

8.01 The Virtus Mutual Funds shall promptly furnish to Transfer Agent the following:

(a) A certified copy of the resolution of its Trustees authorizing the appointment of Transfer Agent and the execution and delivery of this Agreement.

(b) A copy of the Declaration of Trust and By-Laws, and all amendments thereto, of the Fund.

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8.02 The Transfer Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Virtus Mutual Funds for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

8.03 The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act, and the Rules thereunder, Transfer Agent agrees that all such records prepared or maintained by Transfer Agent relating to the services to be performed by Transfer Agent hereunder are the property of each respective Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to each respective Fund on and in accordance with its request.

8.04 The parties agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law.

8.05 In case of any requests or demands for the inspection of the Shareholder records, Transfer Agent will endeavor to notify the affected Fund and to secure instructions from an authorized officer of such Fund as to such inspection. Transfer Agent reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

8.06 The Transfer Agent agrees to cooperate with the Fund and will facilitate the filing by the Fund and/or its officers and auditors of any and all certifications or attestations as required by the Sarbanes-Oxley Act of 2002, including, without limitation, furnishing such sub-certifications from relevant officers of the Transfer Agent with respect to the services and recordkeeping performed by the Transfer Agent under the Agreement as the Fund shall reasonably request from time to time.

8.07 Upon request, the Transfer Agent agrees to provide its written policies and procedures pursuant to Rule 38a-1 under the 1940 Act to the Fund’s chief compliance officer for review and the Fund’s board of trustees’ approval. The Transfer Agent further agrees to cooperate with the Fund in its review of such written policies and procedures, including without limitation furnishing such certifications and sub-certifications as the Funds shall reasonably request from time to time.

8.08 The Transfer Agent agrees that it shall promptly notify the Fund in the event that a “material compliance matter” (as such term is defined pursuant to Rule 38a-1 under the 1940 Act) arises with respect the services it provides under the Agreement.

8.09 The Transfer Agent shall not, directly or indirectly, disclose or use any nonpublic personal information regarding the consumers or customers of the Fund (as the terms “consumer” and “customer” are defined in Rule 3(g) and 3(i), respectively, of Regulation S-P of the Securities and Exchange Commission), other than to carry out the functions contemplated by this Agreement, and the Transfer Agent shall establish appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of any such nonpublic personal information.

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Article 9. Termination

9.01 This Agreement may be terminated by either party upon one hundred twenty (120) days written notice to the other. The parties mutually acknowledge that the termination of this Agreement by one, but not each Fund shall not effect a termination of this Agreement as to all other Virtus Mutual Funds which have not terminated the Agreement.

9.02 Should the Fund exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the terminating Fund. Additionally, Transfer Agent reserves the right to charge any other reasonable expenses associated with such termination and/or a charge equivalent to the average of three (3) months’ fees to the terminating Fund.

Article 10. Assignment

10.01 Except as provided in Section 10.03 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.

10.02 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

10.03 The Transfer Agent may, without the written consent of the Virtus Mutual Funds, assign this Agreement, provided that such assignment does not constitute an “assignment” as such term is defined by, and interpreted under, the 1940 Act.

Article 11. Amendment

11.01 This Agreement may be amended or modified by a written amendment to the Agreement executed by the parties and authorized or approved by a resolution of the Trustees of each respective Fund.

Article 12. Connecticut Law to Apply

12.01 To the extent that state law is not preempted by any provision of United States law heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of Connecticut without giving effect to the principles of conflicts of laws thereof.

Article 13. Force Majeure

13.01 In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.

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Article 14. Consequential Damages

14.01 Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any act or failure to act hereunder.

Article 15. Merger of Agreement

15.01 This Agreement, as may be amended from time to time, constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

15.02 This Agreement shall not be merged with or construed in conjunction with any other current or future agreement between the Virtus Mutual Funds and the Transfer Agent, each and all of which agreements shall at all times remain separate and distinct.

Article 16. Limitations of Liability of the Trustees and Shareholders

16.01 Notice is hereby given that the Agreements and Declarations of the trusts comprising the Virtus Mutual Funds are on file with the Secretary of the Commonwealth of Massachusetts or Secretary of the State of Delaware, as applicable, and were executed on behalf of the Trustees of the trusts as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or Shareholders individually but are binding only upon the assets and property of the Funds.

Article 17. Counterparts

17.01 This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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: January 1, 2010 through December 31, 2010

	Total Transfer Agent Fee	BFDS portion of Total Fee
Base Fee	$	$
Direct Accounts	$	$
Networked Accounts	$	$
Closed Accounts	$
Oversight & Service

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.

A-1

EX-99.13(B)

AMENDED AND RESTATED

SUB-TRANSFER AGENCY AND SERVICE AGREEMENT

BY AND AMONG

VIRTUS MUTUAL FUNDS,

VP DISTRIBUTORS, INC.

AND

BOSTON FINANCIAL DATA SERVICES, INC.

TABLE OF CONTENTS

		Page
1.	Terms of Appointment and Duties	2
2.	Third Party Administrators for Defined Contribution Plans	6
3.	Fees and Expenses	6
4.	Representations and Warranties of the Sub-Transfer Agent	8
5.	Representations and Warranties of the Transfer Agent and the Funds	9
6.	Wire Transfer Operating Guidelines	9
7.	Data Access and Proprietary Information	11
8.	Indemnification	13
9.	Standard of Care/Limitation of Liability	14
10.	Confidentiality	14
11.	Covenants of the Transfer Agent and the Sub-Transfer Agent	15
12.	Termination of Agreement	16
13.	Assignment and Third Party Beneficiaries	17
14.	Subcontractors	18
15.	Miscellaneous	18
16.	Additional Funds	20
17.	Limitation of Liability for the Funds	20

AMENDED AND RESTATED

SUB-TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the 1^ST day of January, 2010, by and among each of the investment companies known as the VIRTUS MUTUAL FUNDS (including each series thereof, a “Portfolio”, and collectively as the “Portfolios”) as listed on Schedule A (which may be amended by the parties from time to time and made subject to this Agreement in accordance with Section 16 )(the “Fund(s)”), VP DISTRIBUTORS, INC. (formerly Phoenix Equity Planning Corporation), a Connecticut corporation, having its principal office and place of business at 100 Pearl St., Hartford, Connecticut 06103 (the “Transfer Agent”), and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2000 Crown Colony Drive, North Quincy, Massachusetts 02169 (the “Sub-Transfer Agent”).

WHEREAS, the Transfer Agent has been assigned 030197 as its six-digit FINS number by the Depository Trust Company of New York, NY (“DTC”);

WHEREAS, the Transfer Agent registered with the U. S. Securities and Exchange Commission, its appropriate regulatory authority (“ARA”) and has been assigned a seven digit number (generally beginning with an “84” or an “85”) ARA number of 084-5491;

WHEREAS, the Transfer Agent has been appointed by each of the Funds (including each Portfolio), each an open-end diversified management investment company registered under the Investment Company Act of 1940, as amended, as transfer agent, dividend disbursing agent and shareholder servicing agent in connection with certain activities, and the Transfer Agent has accepted each such appointment;

WHEREAS, the Transfer Agent has entered into a Transfer Agency and Service Agreement with each of the Funds (including each series thereof) listed on Schedule A pursuant to which the Transfer Agent is responsible for certain transfer agency and dividend disbursing functions and the Transfer Agent is authorized to subcontract for the performance of its obligations and duties thereunder in whole or in part with the Sub-Transfer Agent;

WHEREAS, the Funds and the Transfer Agent are desirous of having the Sub-Transfer Agent perform certain shareholder accounting, administrative and servicing function (collectively “Shareholder and Record-Keeping Services”);

WHEREAS, the Funds and the Transfer Agent desire to appoint the Sub-Transfer Agent as their agent, and the Sub-Transfer Agent desires to accept such appointment; and

WHEREAS, the parties hereto acknowledge and agree that the Sub-Transfer Agency and Service Agreement between Phoenix Equity Planning Corporation and Boston Financial Data Services, Inc., effective January 1, 2005, as amended, is superseded by this Agreement and terminated as of the effective date hereof.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Terms of Appointment; Duties

1.1 Sub-Transfer Agency Services. Subject to the terms and conditions set forth in this Agreement, the Transfer Agent and the Funds hereby employ and appoint the Sub-Transfer Agent to act as, and the Sub-Transfer Agent agrees to act as, the agent of the Transfer Agent for the shares of the Funds in connection with any accumulation, open-account, retirement plans or similar plan provided to the shareholders of each Fund (“Shareholders”) and set out in the currently effective prospectus and statement of additional information (“prospectus”) of each such Fund, including without limitation any periodic investment plan or periodic withdrawal program. As used herein, the term “Shares” means the authorized and issued shares of common stock, or shares of beneficial interest, as the case may be, for each of the Funds (including each series thereof) enumerated in Schedule A. In accordance with procedures established from time to time by agreement between the Transfer Agent and the Sub-Transfer Agent, and as further defined in Section 1.2(h), the Sub-Transfer Agent agrees that it will perform the following Shareholder and Record-Keeping services:

(a) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the Custodian of the Fund authorized pursuant to the Agreement and Declaration of Trust of the Fund (the “Custodian”);

(b) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

(c) Receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian;

(d) In respect to the transactions in items (a), (b) and (c) above, the Sub-Transfer Agent shall execute transactions directly with broker-dealers authorized by the Fund;

(e) At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;

(f) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;

(g) Prepare and transmit payments for dividends and distributions declared by the Fund;

(h) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Sub-Transfer Agent of indemnification satisfactory to the Sub-Transfer Agent and protecting the Sub-Transfer Agent and the Fund, and the Sub-Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity;

(i) Issue replacement checks and place stop orders on original checks based on Shareholder’s representation that a check was not received or was lost. Such stop orders and replacements will be deemed to have been made at the request of the Transfer Agent, and the Transfer Agent shall be responsible for all losses or claims resulting from such replacement;

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(j) Maintain records of account for and advise the Transfer Agent and the Shareholders as to the foregoing; and

(k) Record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. The Sub-Transfer Agent shall also provide the Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund.

1.2 Additional Services. In addition to, and neither in lieu nor in contravention of, the services set forth in the above paragraph, the Sub-Transfer Agent shall perform the following services:

(a) Other Customary Services. Perform the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plan (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing Shareholder proxies, Shareholder reports and prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information. To the extent that the Sub-Transfer Agent provides any services under this Agreement that relate to compliance by the Transfer Agent with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in this Section 1.2(a), the Sub-Transfer Agent will not make any judgments or exercise any discretion of any kind (except to the extent of making mathematical calculations, classifications or other actions based on express instructions provided by the Transfer Agent), including with regard to: (i) determining the actions required for compliance or when such compliance has been achieved; (ii) determining the amounts of taxes that should be withheld on Shareholder accounts; (iii) determining the amounts that should be reported in or on any specific box or line of any tax form; (iv) classifying the status of Shareholders and Shareholders accounts under applicable tax law; and (v) paying withholding and other taxes;

(b) Control Book (also known as “Super Sheet”). Maintain a daily record and produce a daily report for the Fund of all transactions and receipts and disbursements of money and securities and deliver a copy of such report for the Fund for each business day to the Fund no later than 9:00 AM Eastern Time, or such earlier time as the Fund may reasonably require, on the next business day;

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(c) “Blue Sky” Reporting. The Fund or Transfer Agent shall (i) identify to the Sub-Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of the Sub-Transfer Agent for the Fund’s blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund and providing a system which will enable the Fund to monitor the total number of Shares sold in each State;

(d) National Securities Clearing Corporation (the “NSCC”). (i) accept and effectuate the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC on behalf of NSCC’s participants, including the Fund), in accordance with, instructions transmitted to and received by the Sub-Transfer Agent by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of authorized persons, as hereinafter defined on the dealer file maintained by the Sub-Transfer Agent; (ii) issue instructions to Fund’s banks for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants); (iii) provide account and transaction information from the affected Fund’s records on DST Systems, Inc. computer system TA2000 (“TA2000 System”) in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers; and (iv) maintain Shareholder accounts on TA2000 System through Networking;

(e) New Procedures. New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Transfer Agent and the Sub-Transfer. The Sub-Transfer Agent may at times perform only a portion of these services and the Transfer Agent, the Funds or their agent may perform these services on the Fund’s behalf; and

(f) Anti-Money Laundering (“AML”) Delegation. If the Transfer Agent elects to delegate to the Sub-Transfer Agent certain AML duties under this Agreement, the Transfer Agent and Sub-Transfer Agent will agree to such duties and terms as stated in the attached schedule (“Schedule 1.2(f)” entitled “AML Delegation”) which may be changed from time to time subject to mutual written agreement between the parties. In consideration of the performance of the duties by the Sub-Transfer Agent pursuant to this Section 1.2(f), the Funds will pay the Sub-Transfer Agent for the reasonable administrative expense that may be associated with such additional duties in the amount as the parties may from time to time agree in writing in accordance with Section 3 (Fees and Expenses) below;

(g) Omnibus Transparency Services. Upon request of the Transfer Agent, the Sub-Transfer Agent shall carry out certain information requests, analyses and reporting services in support of the Fund’s obligations pursuant to Rule 22c-2(a)(2)(3) under the Investment Company Act of 1940, as amended. The Transfer Agent and Sub-Transfer Agent will agree to such services and terms as stated in the attached schedule (“Schedule 1.2(g)” entitled “Omnibus Transparency Services”) that may be changed from time to time subject to mutual written agreement between the Transfer Agent and Sub-Transfer Agent. In consideration of the performance of the services by the Sub-Transfer Agent pursuant to this Section 1.2(g), the Funds will pay the Sub-Transfer Agent such fees and

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expenses associated with such additional services as set forth under the heading “Omnibus Transparency Full Service Fees” on Schedule 3.1. If at any time the Sub-Transfer Agent discontinues providing these services, the corresponding fees and expenses shall no longer apply;

(h) Performance of Certain Services by the Fund or Affiliates or Agents. New procedures as to who shall provide certain of these services may be established in writing from time to time by agreement between the parties. The Sub-Transfer Agent may at times perform only a portion of these services and the Transfer Agent, the Fund or others appointed by the Transfer Agent or the Fund may perform the remainder of these services. As of the commencement of this Agreement, the parties agree that the division of the services as between the Transfer Agent and the Sub-Transfer Agent shall be as outlined in Schedule 1.2(h), entitled “Division of Services,” and the fees set forth in Schedule 3.1 shall be payment for such division of services. Any material change to Schedule 1.2(h) shall be by mutual written agreement of the parties and in connection therewith, the fees set forth in Schedule 3.1 shall be modified accordingly by the mutual written agreement of the parties;

(i) Key Personnel. The Sub-Transfer Agent will use its best efforts to maintain the stability and continuity of Key Personnel (defined below) to provide services to the Transfer Agent and will not arbitrarily replace or reassign Key Personnel during the term of this Agreement. For purposes of this Agreement, Key Personnel shall mean the Relationship Manager and the Client Service Officer assigned to the Transfer Agent as of the date of this Agreement;

(j) Dedicated Processing Team. The Sub-Transfer Agent will use its best efforts to maintain a dedicated transaction processing team to provide Services to Fund shareholders and will not arbitrarily replace or reassign team members during the term of this Agreement.

(k) Service Level Agreement. The Transfer Agent and the Sub-Transfer Agent will agree from time to time on service levels with respect to performance under this Agreement. Such Service Levels shall be set forth in a separate written agreement executed by both parties, which may be modified by agreement of the parties in writing from time to time.

(l) Internet Presentment Applications. The Sub-Transfer Agent will arrange for the provision of certain services relating to the electronic presentment of certain documents to Fund shareholders, in accordance with the terms as stated in the attached schedule (“Schedule 1.2(l)” entitled “Internet Presentment Applications”) that may be changed from time to time subject to mutual written agreement between the Transfer Agent and the Sub-Transfer Agent. In consideration of the performance of the services by the Sub-Transfer Agent pursuant to this Section 1.2(l), the Funds will pay the Sub-Transfer Agent such fees and expenses associated with such additional services as set forth under the heading “Internet Presentment Application Service Fees” on Schedule 3.1.

1.3 Fiduciary Accounts. With respect to certain retirement plans (such as individual retirement accounts (“IRAs”)) or accounts, SIMPLE IRAs, SEP IRAs, Roth IRAs, Coverdell Education Savings Accounts, and 403(b) Plans (collectively, such accounts, “Fiduciary Accounts”), the Sub-Transfer Agent, at the request of the Transfer Agent, shall arrange for the provision of appropriate prototype plans as well as provide or

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arrange for the provision of various services to such plans and/or accounts, which services may include custodial services to be provided by State Street Bank and Trust Company (the “Bank”), account set-up maintenance, and disbursements as well as such other services as the parties hereto shall mutually agree upon.

2. Third Party Administrators for Defined Contribution Plans

2.1 The Fund may decide to make available to certain of its customers, a qualified plan program (the “Program”) pursuant to which the customers (“Employers”) may adopt certain plans of deferred compensation (“Plan or Plans”) for the benefit of the individual Plan participant (the “Plan Participant”), such Plan(s) being qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (“Code”) and administered by third party administrators which may be plan administrators as defined in the Employee Retirement Income Security Act of 1974, as amended)(the “TPA(s)”).

2.2 In accordance with the procedures established in the initial Schedule 2.1 entitled “Third Party Administrator Procedures”, as may be amended by the Sub-Transfer Agent and the Transfer Agent from time to time (“Schedule 2.1”), the Sub-Transfer Agent shall:

(a) Treat Shareholder accounts established by the Plans in the name of the Trustees, Plans or TPAs as the case may be as omnibus accounts;

(b) Maintain omnibus accounts on its records in the name of the TPA or its designee as the Trustee for the benefit of the Plan; and

(c) Perform all services under Section 1 as sub-transfer agent of the Funds and not as a record-keeper for the Plans.

2.3 Transactions identified under Section 2 of this Agreement shall be deemed exception services (“Exception Services”) when such transactions:

(a) Require the Sub-Transfer Agent to use methods and procedures other than those usually employed by the Sub-Transfer Agent to perform services under Section 1 of this Agreement;

(b) Involve the provision of information to the Sub-Transfer Agent after the commencement of the nightly processing cycle of the TA2000 System; or

(c) Require more manual intervention by the Sub-Transfer Agent, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan and pre-nightly transactions.

3. Fees and Expenses

3.1 Fee Schedule. For the performance by the Sub-Transfer Agent pursuant to this Agreement, the Funds agree to pay the Sub-Transfer Agent an annual maintenance fee for each Shareholder account as set forth in the attached fee schedule (“Schedule 3.1”). Such fees and out-of-pocket expenses and advances identified under Section 3.2 below may be changed from time to time subject to mutual written agreement between the Funds and the Sub-Transfer Agent.

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3.2 Out-of-Pocket Expenses. In addition to the fee paid under Section 3.1 above, the Funds agree to reimburse the Sub-Transfer Agent for out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, mailing and tabulating proxies, records storage, or advances incurred by the Sub-Transfer Agent for the items set out in Schedule 3.1 attached hereto. In addition, any other expenses incurred by the Sub-Transfer Agent at the request or with the consent of the Transfer Agent, will be reimbursed by the Fund.

3.3 Postage. Postage for mailing of dividends, proxies, Fund reports and other mailings to all shareholder accounts which are to be completed by the Sub-Transfer Agent shall be advanced to the Sub-Transfer Agent by the Fund at least seven (7) days prior to the mailing date of such materials.

3.4 Invoices. The Funds agree to pay all fees and reimbursable expenses within thirty (30) days following the receipt of the respective billing notice, except for any fees or expenses which are subject to good faith dispute. In the event of such a dispute, the applicable Fund(s) may only withhold that portion of the fee or expense subject to the good faith dispute. The Transfer Agent shall notify the Sub-Transfer Agent in writing within twenty-one (21) calendar days following the receipt of each billing notice if a Fund is disputing any amounts in good faith. If the Fund does not provide such notice of dispute within the required time, the billing notice will be deemed accepted by the Fund. The Fund shall settle such disputed amounts within five (5) days of the day on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled by law or legal process.

3.5 Cost of Living Adjustment. The fees hereunder shall not be adjusted prior to June 1, 2011. Beginning on June 1, 2011, the total fee for all services for each year shall equal the fee that would be charged for the same services based on a fee rate (as reflected in the then-current Schedule 3.1) adjusted by the lesser of (i) the percentage change for the twelve-month period of the previous calendar year of the Consumer Price Index (as more specifically defined below), and (ii) three percent (3%).

(a) Consumer Price Index. The parties agree to use the Consumer Price Index for all Urban Consumers (CPI-U) Northeast Urban Index (not seasonally adjusted) (Series ID CUUR0100SA0), Base Period 1982-1984 = 100 (the “CPI”), as the basis for cap on changes in fees. The CPI is published by the Bureau of Labor Statistics (the “BLS”) of the U.S. Department of Labor. For purposes of this Agreement, the most recently published CPI as of the date on which a cost of living adjustment occurs is the “CPI Current Index”, and the “CPI Base Index” is the CPI most recently published as of June 1, 2011 and the CPI most recently published as of the date for subsequent adjustments. If, on January 1 of any year beginning in 2011, the CPI Current Index is higher or lower than the CPI Base Index, then, effective as of such date, an adjustment to the fees will be made by increasing or decreasing the fees no greater than by the percentage that the CPI Current Index increased or decreased from the CPI Base Index, subject to the cap on changes to fees as stated above. In calculating the percentage change, the parties agree to round to one decimal place. The parties acknowledge and agree that Sub-Transfer Agent will adjust the fees and will advise the Funds and the Transfer Agent of such adjustments in writing so that the new fees will amend this

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Agreement and become effective on June 1 of the applicable year, subject to the terms hereof. If no adjustment is made on June 1 of any year beginning with 2011 for any reason, Sub-Transfer Agent will advise the Funds and the Transfer Agent in writing of such fact.

(b) Changes to Index. In the event that the BLS should stop publishing the CPI or should substantially change the content, format or calculation methodology of the CPI, the parties will substitute another comparable measure published by a mutually agreeable source, except as noted below. If the change is to redefine the base period for the CPI from one period to some other period, the parties will continue to use the index but will use the new base period figures for all future adjustments. If the change is to the name of the CPI, the new name will be used instead of the old name so long as the numbers previously published for the index have not changed.

3.6 Late Payments. If any undisputed amount in an invoice of the Sub-Transfer Agent (for fees or reimbursable expenses) is not paid when due, the applicable Fund(s) shall pay the Sub-Transfer Agent interest thereon (from the due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the prime Rate (that is, the base rate on corporate loans posted by large domestic banks) published by The Wall Street Journal (or, in the event such rate is not so published, a reasonably equivalent published rate selected by the Transfer Agent on the first day of publication during the month when such amount was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable provision of Massachusetts law.

4. Representations and Warranties of the Sub-Transfer Agent

The Sub-Transfer Agent represents and warrants to the Transfer Agent and the Funds that:

4.1 It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

4.2 It is duly qualified to carry on its business in The Commonwealth of Massachusetts.

4.3 It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement.

4.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

4.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

4.6 It will provide security, as set forth in Section 10 of this Agreement, for Fund and Transfer Agent materials in Sub-Transfer Agent’s possession, in the same manner and to the same extent by which Sub-Transfer Agent treats its own Confidential information.

4.7 It will provide to Transfer Agent, upon request, Sub-Transfer Agent’s certification related to its internal controls for handling of Transfer Agent’s information. Upon request, Sub-Transfer Agent will provide a copy of its SAS 70 report to Transfer Agent on a semi-annual basis.

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5. Representations and Warranties of the Transfer Agent and the Funds

5.1 The Transfer Agent represents and warrants to the Sub-Transfer Agent that:

5.1.1 It is a corporation duly organized and existing and in good standing under the laws of the State of Connecticut.

5.1.2 It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement.

5.1.3 All corporate proceedings required by said Articles of Incorporation and By-Laws have been taken to authorize it to enter into and perform this Agreement.

5.1.4 It has obtained, from each Fund, all consents and approvals necessary for the subcontracting of the Shareholder and Record-Keeping Services being provided herein.

5.2 Each Fund represents and warrants to the Sub-Transfer Agent that:

5.2.1 It is a trust duly organized and existing and in good standing under the laws of the state of its formation.

5.2.2 It is empowered under applicable laws and by its Agreement and Declaration of Trust to enter into and perform this Agreement.

5.2.3 All trust proceedings required by the Agreement and Declaration of Trust have been taken to authorize it to enter into and perform this Agreement.

5.2.4 It is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended.

5.2.5 A registration statement under the Securities Act of 1933, as amended is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of its Portfolios being offered for sale.

6. Wire Transfer Operating Guidelines

6.1 Obligation of Sender. The Sub-Transfer Agent is authorized to promptly debit the appropriate Transfer Agent account(s) upon the receipt of a payment order in compliance with the selected security procedure (the “Security Procedure”) chosen for funds transfer and in the amount of money that the Sub-Transfer Agent has been instructed to transfer. The Sub-Transfer Agent shall execute payment orders in compliance with the Security Procedure and with the Transfer Agent instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after this the customary deadline will be deemed to have been received the next business day.

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6.2 Security Procedure. The Transfer Agent acknowledges that the Security Procedure it has designated on the Transfer Agent Selection Form was selected by the Transfer Agent from security procedures offered by the Sub-Transfer Agent. The Transfer Agent shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated to the Sub-Transfer Agent in writing. The Transfer Agent must notify the Sub-Transfer Agent immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Transfer Agent’s authorized personnel. The Sub-Transfer Agent shall verify the authenticity of all Transfer Agent instructions according to the Security Procedure.

6.3 Account Numbers. The Sub-Transfer Agent shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern.

6.4 Rejection. The Sub-Transfer Agent reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of the Sub-Transfer Agent’s receipt of such payment order; (b) if initiating such payment order would cause the Sub-Transfer Agent, in the Sub-Transfer Agent’s sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits which are applicable to the Sub-Transfer Agent; or (c) if the Sub-Transfer Agent, in good faith, is unable to satisfy itself that the transaction has been properly authorized.

6.5 Cancellation Amendment. The Sub-Transfer Agent shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording the Sub-Transfer Agent reasonable opportunity to act. However, the Sub-Transfer Agent assumes no liability if the request for amendment or cancellation cannot be satisfied.

6.6 Errors. The Sub-Transfer Agent shall assume no responsibility for failure to detect any erroneous payment order provided that the Sub-Transfer Agent complies with the payment order instructions as received and the Sub-Transfer Agent complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

6.7 Interest. The Sub-Transfer Agent shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless the Sub-Transfer Agent is notified of the unauthorized payment order within thirty (30) days of notification by the Sub-Transfer Agent of the acceptance of such payment order. In no event (including failure to execute a payment order) shall the Sub-Transfer Agent be liable for special, indirect or consequential damages, even if advised of the possibility of such damages.

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6.8 ACH Credit Entries/Provisional Payments. When the Transfer Agent initiates or receives Automated Clearing House credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, the Bank will act as an Originating Depository Financial Institution and/or Receiving Depository Financial Institution, as the case may be, with respect to such entries. Credits given by the Sub-Transfer Agent with respect to an ACH credit entry are provisional until the Sub-Transfer Agent receives final settlement for such entry from the Federal Reserve Bank. If the Sub-Transfer Agent does not receive such final settlement, the Fund agrees that the Sub-Transfer Agent shall receive a refund of the amount credited to the Fund in connection with such entry, and the party making payment to the Fund via such entry shall not be deemed to have paid the amount of the entry.

6.9 Confirmation. Confirmation of Sub-Transfer Agent’s execution of payment orders shall ordinarily be provided within twenty four (24) hours notice of which may be delivered through the Sub-Transfer Agent’s proprietary information systems, or by facsimile or call-back. Transfer Agent must report any objections to the execution of an order within thirty (30) days.

7. Data Access and Proprietary Information

7.1 The Transfer Agent acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Transfer Agent by the Sub-Transfer Agent as part of the Fund’s ability to access certain Fund-related data (“Customer Data”) maintained by the Sub-Transfer Agent on databases under the control and ownership of the Sub-Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Sub-Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customer Data. The Transfer Agent agrees to treat all Proprietary Information as proprietary to the Sub-Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Transfer Agent agrees for itself and its employees and agents to:

(a) Use such programs and databases (i) solely on the Transfer Agent’s computers, or (ii) solely from equipment at the location agreed to between the Sub-Transfer Agent and the Transfer Agent and (iii) solely in accordance with the Sub-Transfer Agent’s applicable user documentation;

(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Transfer Agent’s computer(s)), the Proprietary Information;

(c) Refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Sub-Transfer Agent’s instructions;

(d) Refrain from causing or allowing information transmitted from the Sub-Transfer Agent’s computer to the Transfer Agent’s terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);

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(e) Allow the Transfer Agent to have access only to those authorized transactions as agreed to between the Sub-Transfer Agent and the Transfer Agent; and

(f) Honor all reasonable written requests made by the Sub-Transfer Agent to protect at the Sub-Transfer Agent’s expense the rights of the Sub-Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law.

7.2 Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Sub-Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.

7.3 The Transfer Agent acknowledges that its obligation to protect the Sub-Transfer Agent’s Proprietary Information is essential to the business interest of the Sub-Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Sub-Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Sub-Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.

7.4 If the Transfer Agent notifies the Sub-Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Sub-Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Sub-Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Transfer Agent agrees to make no claim against the Sub-Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE SUB-TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.5 If the transactions available to the Transfer Agent include the ability to originate electronic instructions to the Sub-Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Sub-Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Sub-Transfer Agent from time to time.

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7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.

8. Indemnification

8.1 The Sub-Transfer Agent shall not be responsible for, and the Transfer Agent and the Funds shall indemnify and hold the Sub-Transfer Agent and with respect to Section 8.1(e) herein, also the Bank, harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:

(a) All actions of the Sub-Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, (including the defense of any law suit in which the Sub-Transfer Agent or affiliate is a named party), provided that such actions are taken in good faith and without negligence or willful misconduct;

(b) The Transfer Agent’s or the Fund’s respective lack of good faith, negligence or willful misconduct which arise out of the breach of any representation or warranty of the Transfer Agent or the Fund, respectively, hereunder;

(c) The reliance upon, and any subsequent use of or action taken or omitted, by the Sub-Transfer Agent, or its agents or subcontractors on: (i) any information, records, documents, data, stock certificates or services, which are received by the Sub-Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by the Transfer Agent, and which have been prepared, maintained or performed by the Transfer Agent or each Fund or any other person or firm on behalf of the Transfer Agent or each Fund including but not limited to any broker-dealer, TPA or previous transfer agent or registrar; (ii) any instructions or requests of the Transfer Agent or each Fund or any of its officers; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by the Sub-Transfer Agent under this Agreement which are provided to the Sub-Transfer Agent after consultation with such legal counsel; or (iv) any paper or document reasonably believed to be genuine, authentic, or signed by the proper person or persons;

(d) The acceptance of e-mail and facsimile transaction requests on behalf of individual Shareholders received from broker-dealers, TPAs, the Funds or the Transfer Agent, and the reliance by the Sub-Transfer Agent on the broker-dealer, TPA, the Fund or the Transfer Agent ensuring that the original source documentation is in good order and properly retained;

(e) The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares;

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(f) The negotiation and processing of any checks, wires and ACH payments including without limitation for deposit into the Fund’s demand deposit account maintained at the Bank;

(g) Upon the Fund’s request entering into any agreements required by the NSCC for the transmission of Fund or Shareholder data through the NSCC clearing systems; or

(h) Upon request of the Transfer Agent, the transmission by facsimile of shareholder information by the Sub-Transfer Agent to third parties designated by the Transfer Agent.

8.2 In order that the indemnification provisions contained in this Section 8 shall apply, upon the assertion of a claim for which the Transfer Agent or a Fund may be required to indemnify the Sub-Transfer Agent, the Sub-Transfer Agent shall promptly notify the affected party of such assertion, and shall keep the affected party advised with respect to all developments concerning such claim. The affected party shall have the option to participate with the Sub-Transfer Agent in the defense of such claim or to defend against said claim in its own name or in the name of the Sub-Transfer Agent. The Sub-Transfer Agent shall in no case confess any claim or make any compromise in any case in which the Transfer Agent or a Fund may be required to indemnify the Sub-Transfer Agent except with the affected party’s prior written consent.

9. Standard of Care/Limitation of Liability

The Sub-Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, bad faith, or willful misconduct or that of its employees or agents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by Section 9 of this Agreement. This standard of care shall apply to Exception Services as defined in Section 2.3 herein, but such application shall take into consideration the manual processing involved in, and time sensitive nature of, Exception Services. Notwithstanding the foregoing, Sub-Transfer Agent’s aggregate liability during any term of this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided by Sub-Transfer Agent under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the aggregate of the amounts actually received hereunder by Sub-Transfer Agent as fees and charges, but not including reimbursable expenses, during the six (6) calendar months immediately preceding the event for which recovery from Sub-Transfer Agent is being sought.

10. Confidentiality

10.1 The Sub-Transfer Agent agrees that it will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any customers’ lists, trade secrets, cost figures and projections, profit figures and projections, or any other secret or confidential information whatsoever of the Transfer Agent or the Funds, used or gained by the Sub-Transfer Agent during performance under this Agreement. The Sub-Transfer Agent

14

further covenants and agrees to retain all such knowledge and information acquired during and after the term of this Agreement from the Transfer Agent or the Funds respecting such lists, trade secrets, or any secret or confidential information whatsoever of the Transfer Agent or the Funds in trust for the sole benefit of the Transfer Agent or the Funds, and their respective successors and assigns.

The Transfer Agent and the Funds agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any customers’ lists, trade secrets, cost figures and projections, profit figures and projections, or any other secret or confidential information whatsoever of the Sub-Transfer Agent, used or gained by the the Transfer Agent or the Funds during performance under this Agreement. The Transfer Agent and the Funds further covenant and agree to retain all such knowledge and information acquired during and after the term of this Agreement from the Sub-Transfer Agent respecting such lists, trade secrets, or any secret or confidential information whatsoever of the Sub-Transfer Agent in trust for the sole benefit of the Sub-Transfer Agent, and the Sub-Transfer Agent’s successors and assigns.

In the event of breach of the foregoing by any party, the remedies provided by Section 7.3 shall be available to the party whose confidential information is disclosed. The above prohibition of disclosure shall not apply to the extent that the Sub-Transfer Agent must disclose such data to its sub-contractor or Fund agent for purposes of providing services under this Agreement.

10.2 In the event that any requests or demands are made for the inspection of the Shareholder records of the Fund, other than request for records of Shareholders pursuant to standard subpoenas from state or federal government authorities (i.e., divorce and criminal actions), the Sub-Transfer Agent will use best efforts to notify the Transfer Agent and to secure instructions from an authorized officer of the Transfer Agent as to such inspection. The Sub-Transfer Agent expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the Shareholder records to such person or if required by law or court order.

11. Covenants of the Transfer Agent and the Sub-Transfer Agent

11.1 The Sub-Transfer Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Transfer Agent for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

11.2 The Sub-Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Sub-Transfer Agent agrees that all such records prepared or maintained by the Sub-Transfer Agent relating to the services to be performed by the Sub-Transfer Agent hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request.

15

11.3 In connection with the services provided under this Agreement, the Sub-Transfer Agent maintains and agrees to continue to maintain information security safeguards against the destruction, loss, theft or alteration of client-specific information in the possession of the Sub-Transfer Agent. The electronic delivery or transmission by the Sub-Transfer Agent to the Transfer Agent of any reports containing client-specific information shall be made only in accordance with mutually agreed upon procedures.

12. Termination of Agreement

12.1 Term. The term of this Agreement (the “Initial Term”) shall be from the effective date first listed above through May 31, 2012 unless terminated pursuant to the provisions of this Section 12. Unless a terminating party gives written notice to the other parties one hundred twenty (120) days before the expiration of the Initial Term or any Renewal Term, this Agreement will renew automatically from year to year (each such year-to-year renewal, a “Renewal Term”). One hundred twenty (120) days before the expiration of the Initial Term or a Renewal Term, the parties to this Agreement will agree upon a Fee Schedule for the upcoming Renewal Term. Otherwise the fees shall be adjusted pursuant to Section 3.5 of the Agreement.

12.2 Termination by Transfer Agent and Funds for Cause. If Sub-Transfer Agent defaults in the performance of any of its material obligations (or repeatedly defaults in the performance of any of its other obligations) under this Agreement, and does not cure such default within sixty days (60) of notice of the default, then the Transfer Agent and the Funds may, by giving notice to Sub-Transfer Agent, terminate this Agreement as of the termination date specified in the notice of termination.

12.3 Early Termination. Notwithstanding anything contained in this Agreement to the contrary, should the Transfer Agent and the Funds desire to move any of the services provided by the Sub-Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term, or without the required notice, the Sub-Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; however, there can be no guarantee or assurance that the Sub-Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should the Transfer Agent and the Funds determine to convert the services to a successor service provider, or if the Funds are liquidated or their assets merged or purchased or the like with or by another entity which does not utilize the services of the Sub-Transfer Agent, except in the case of termination by the Funds and the Transfer Agent pursuant to Section 12.2 hereof, the Funds shall pay to the Sub-Transfer Agent an early termination fee (“Early Termination Fee”). The Early Termination Fee payable to the Sub-Transfer Agent shall be calculated at no more than $54,375, to be reduced pro rata monthly over the Initial Term, so that at the end of such Initial Term there shall be no further Early Termination Fee. The payment of the Early Termination Fee to the Sub-Transfer Agent as set forth shall be accelerated to the business day immediately prior to the conversion or termination of services.

12.4 Expiration of Term. During the Initial Term or Renewal Term, whichever currently is in effect, should any party exercise its right to terminate, all out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Funds. Additionally, the Sub-Transfer Agent reserves the right to charge for any other reasonable expenses associated with such termination.

16

12.5 Confidential Information. Upon termination of this Agreement, each party shall return to the other party(ies) all copies of confidential or proprietary materials or information received from such other party hereunder, other than materials or information required to be retained by such party under applicable laws or regulations.

12.6 Unpaid Invoices. The Sub-Transfer Agent may terminate this Agreement immediately upon an unpaid invoice payable by the Funds to the Sub-Transfer Agent being outstanding for more than ninety (90) days, except with respect to any amount subject to a good faith dispute within the meaning of Section 3.4 of this Agreement.

12.7 Bankruptcy. The Funds and the Transfer Agent may terminate this Agreement by notice to the Sub-Transfer Agent, effective at any time specified therein, in the event that (a) the Sub-Transfer Agent ceases to carry on its business or (b) in the event that any of the following occur(s) and is not discharged within thirty days: (i) voluntary institution by the Sub-Transfer Agent of insolvency, receivership, bankruptcy, or any other proceedings for the settlement of the Sub-Transfer Agent’s debt, (ii) involuntary institution of insolvency, receivership, bankruptcy or any other proceedings for settlement of the Sub-Transfer Agent’s debt, (iii) the making of general assignment by the Sub-Transfer Agent for the benefit of creditors; or (iv) the dissolution of the Sub-Transfer Agent.

The Sub-Transfer Agent may terminate this Agreement by notice to the Transfer Agent and the Funds, effective at any time specified therein, in the event that (a) the Transfer Agent or the Funds cease to carry on its business or (b) in the event that any of the following occur(s) and is not discharged within thirty days: (i) voluntary institution by the Transfer Agent or the Funds of insolvency, receivership, bankruptcy, or any other proceedings for the settlement of the Transfer Agent’s or the Funds’ debt, (ii) involuntary institution of insolvency, receivership, bankruptcy or any other proceedings for settlement of the Transfer Agent’s or the Funds’ debt, (iii) the making of general assignment by the Transfer Agent or the Funds for the benefit of creditors; or (iv) the dissolution of the Transfer Agent or the Funds.

13. Assignment and Third Party Beneficiaries

13.1 Except as provided in Section 14.1 below, neither this Agreement nor any rights or obligations hereunder may be assigned by any party without the written consent of the other party. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

13.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Sub-Transfer Agent, the Transfer Agent and the Funds, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Sub-Transfer Agent, the Transfer Agent and the Funds. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

17

13.3 This Agreement does not constitute an agreement for a partnership or joint venture between or among the Sub-Transfer Agent, the Transfer Agent and the Funds. Other than as provided in Section 14.1 and Schedule 1.2(f), no party shall make any commitments with third parties that are binding on the other party(ies) without the affected party’s prior written consent.

14. Subcontractors

14.1 The Sub-Transfer Agent may, with notice, but without further consent on the part of the Transfer Agent or the Funds, subcontract for the performance hereof with a Sub-Transfer Agent affiliate duly registered as a transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934; provided, however, that the Sub-Transfer Agent shall be fully responsible to the Transfer Agent and the Funds for the acts and omissions of the Sub-Transfer Agent or its affiliate as it is for its own acts and omissions.

14.2 Nothing herein shall impose any duty upon the Sub-Transfer Agent in connection with or make the Sub-Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, Airborne Services, Federal Express, United Parcel Service, the U.S. Mails, the NSCC and telecommunication companies, provided, if the Sub-Transfer Agent selected such company, the Sub-Transfer Agent shall have exercised due care in selecting the same.

15. Miscellaneous

15.1 Amendment. This Agreement may be amended or modified by a written agreement executed by all parties.

15.2 Massachusetts Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.

15.3 Force Majeure. In the event any party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other(s) for any damages resulting from such failure to perform or otherwise from such causes; provided, however, that if the party unable to perform is the Sub-Transfer Agent, then such nonperformance shall only be excused if (i) the Sub-Transfer has maintained a comprehensive disaster recovery or business continuity plan, which is reasonably designed to enable the Sub-Transfer Agent to perform its obligations under this Agreement, and (ii) the Sub-Transfer Agent has acted promptly to implement the Sub-Transfer Agent’s disaster recovery or business continuity plan and is still unable to perform due to the foregoing events. Performance under this Agreement shall resume when the affected party or parties are able to perform substantially that party’s duties.

15.4 Consequential Damages. No party to this Agreement shall be liable to the other parties for consequential, indirect or special damages under any provision of this Agreement or for any consequential, indirect or special damages arising out of any act or failure to act hereunder.

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15.5 Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.

15.6 Severability. If any provision or provisions of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

15.7 Priorities Clause. In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement and any Schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

15.8 Waiver. No waiver by either party or any breach or default of any of the covenants or conditions herein contained and performed by the other party(ies) shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition.

15.9 Merger of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

15.10 Counterparts. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

15.11 Reproduction of Documents. This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence.

15.12 Notices. All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other(s).

(a) If to Boston Financial Data Services, Inc. to:

Boston Financial Data Services, Inc.

2000 Crown Colony Drive

Quincy, Massachusetts 02169

Attn: General Counsel, Legal Department

Facsimile: (617) 483-7091

(b) If to the Transfer Agent, to:

VP Distributors, Inc.

101 Munson Street, Suite 104

Greenfield, Massachusetts 01301

Attention: Heidi Griswold

Facsimile: (413) 774-3801

19

cc: VP Distributors, Inc.

100 Pearl Street, 9^th Floor

Hartford, Connecticut 06103

Attention: Counsel

Facsimile: (860) 241-1028

(c) If to the Funds, to:

Virtus Mutual Funds

100 Pearl Street, 9^th Floor

Hartford, Connecticut 06103

Attention: Chief Legal Officer

Facsimile: (860) 241-1028

16. Additional Funds

In the event that any Fund establishes one or more series of Shares or a new investment company is added in addition to those listed on the attached Schedule A, with respect to which the Fund and the Transfer Agent desire to have the Sub-Transfer Agent render services as sub-transfer agent under the terms hereof, the Transfer Agent shall so notify the Sub-Transfer Agent in writing, and if the Sub-Transfer Agent agrees in writing to provide such services, such Fund or such series of Shares shall become a Portfolio (as the case may be) hereunder.

17. Limitation of Liability for Funds

A copy of the Declaration of Trust of each Fund that is a Massachusetts business trust is on file with the Secretary of the Commonwealth of Massachusetts, and a copy of the Declaration of Trust of each Fund that is a Delaware statutory trust is on file with the Secretary of the State of Delaware. Notice is hereby given that this instrument is executed on behalf of the Board of Trustees of the Fund as trustees and not individually, and that the obligations of this instrument are not binding upon any of the trustees or shareholders of the Fund individually but are binding only upon the assets and property of the Fund; provided, however, that the Declaration of Trust of the Fund provides that the assets of a particular Portfolio of the Fund shall under no circumstance be charged with liabilities attributable to any other Portfolio of the Fund and that all persons extending credit to, or contracting with, or having any claim against, a particular Portfolio of the Fund shall look only to the assets of that particular Portfolio for payment of such credit, contract or claim.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by 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/ Nancy G. Curtiss
	Name:	Nancy G. Curtiss
	Title:	SVP
ATTEST:
/s/ Nancy J. Engberg
	VP DISTRIBUTORS, INC.
	By:	/s/ Heidi Griswold
	Name:	Heidi Griswold
	Title:	Vice President, Mutual Fund Services
ATTEST:
/s/ Nancy J. Engberg
	BOSTON FINANCIAL DATA SERVICES, INC.
	BY:	/s/ Richard J. Johnson
		Richard J. Johnson
		Division Vice President
ATTEST:

21

SCHEDULE A

(as of January 1, 2010)

Virtus Mutual Funds:

Virtus Equity Trust:

Virtus Balanced Fund

Virtus Capital Growth 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 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 Quality Large-Cap Value 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 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

Virtus AlphaSector^SM Rotation Fund

Virtus AlphaSector^SM Allocation Fund

SCHEDULE 1.2(f)

AML DELEGATION

January 1, 2010

1. Delegation

1.1 In order to assist the Transfer Agent with the Funds’ AML responsibilities under applicable AML laws, the Sub-Transfer Agent offers certain AML Procedures that are reasonably designed to: (i) promote the detection and reporting of potential money laundering activities; and (ii) assist in the verification of persons opening accounts with the Funds. The Transfer Agent has had an opportunity to review the AML Procedures with the Sub-Transfer Agent and desires to implement the AML Procedures as part of the Funds’ overall AML program (the “AML Program”).

1.2 Accordingly, subject to the terms and conditions set forth in this Agreement, the Transfer Agent hereby instructs and directs the Sub-Transfer Agent to implement the AML Procedures as set forth in Section 4 below on the Fund’s behalf and delegates to the Sub-Transfer Agent the day-to-day operation of the AML Procedures. The AML Procedures set forth in Section 4 may be amended, from time to time, by mutual agreement of the Transfer Agent and the Sub-Transfer Agent upon the execution by such parties of a revised Schedule 1.2(f) bearing a later date than the date hereof.

1.2 The Sub-Transfer Agent agrees to perform such AML Procedures, with respect to the ownership of Shares in the Funds for which the Sub-Transfer Agent maintains the applicable shareholder information, subject to and in accordance with the terms and conditions of this Agreement.

2. Limitation on Delegation. The Transfer Agent acknowledges and agrees that in accepting the delegation hereunder, the Sub-Transfer Agent is agreeing to perform only the AML Procedures, as the same may from time to time be amended and is not undertaking and shall not be responsible for any other aspect of the AML Program or for the overall compliance by the Transfer Agent or the Funds with the USA PATRIOT Act or for any other matters delegated by the Funds to the Transfer Agent that have not been further delegated hereunder. Additionally, the parties acknowledge and agree that the Sub-Transfer Agent shall only be responsible for performing the AML Procedures with respect to the ownership of, and transactions in, shares in the Funds for which the Sub-Transfer Agent maintains the applicable shareholder information.

3. Consent to Examination. In connection with the performance by the Sub-Transfer Agent of the AML Procedures, the Sub-Transfer Agent understands and acknowledges that the Transfer Agent and the Funds remain responsible for assuring compliance with the USA PATRIOT Act and that the records the Sub-Transfer Agent maintains for the Transfer Agent on behalf of the Funds relating to the AML Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. The Sub-Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Sub-Transfer Agent will use its best efforts to make available, during normal business hours and on reasonable notice all required records and information for review by such examiners.

SCHEDULE 1.2(f)

AML DELEGATION

(continued)

4. AML Procedures.

4.1 Consistent with the services provided by the Sub-Transfer Agent and with respect to the ownership of shares in the Fund for which the Sub-Transfer Agent maintains the applicable shareholder information, the Sub-Transfer Agent shall:

(a) Submit all new account registrations and registration changes through the Office of Foreign Assets Control (“OFAC”) database and such other lists or databases as may be required from time to time by applicable regulatory authorities on a daily basis;

(b) Submit all account registrations through OFAC databases and such other lists or databases as may be required from time to time by applicable regulatory authorities;

(c) Submit special payee information from checks, outgoing wires and systematic withdrawal files through the OFAC database on a daily basis;

(d) Review redemption transactions that occur within thirty (30) days of account establishment or registration change or banking information change;

(e) Review wires sent pursuant to banking instructions other than those on file with the Sub-Transfer Agent;

(f) Review accounts with small balances followed by large purchases;

(g) Review accounts with frequent activity within a specified date range followed by a large redemption;

(h) Review purchase and redemption activity per tax identification number (“TIN”) within the Funds to determine if activity for that TIN exceeded the $100,000 threshold on any given day;

(i) Monitor and track cash equivalents under $10,000 for a rolling twelve-month period; if the threshold is exceeded, file IRS Form 8300 and issue the Shareholder notices as required by the IRS;

(j) Determine when a suspicious activity report (“SAR”) should be filed as required by regulations applicable to mutual funds; prepare and file the SAR; provide the Transfer Agent with a copy of the SAR within a reasonable time after filing; and notify the Transfer Agent if any further communication is received from the U.S. Department of the Treasury or other law enforcement agencies regarding such filing;

(k) Compare account information to any FinCEN request received by the Transfer Agent and provided to the Sub-Transfer Agent pursuant to USA PATRIOT Act Sec. 314(a). Provide the Transfer Agent with documentation/information necessary to respond to requests under USA PATRIOT Act Sec. 314(a) within required time frames; and

2

SCHEDULE 1.2(f)

AML DELEGATION

(continued)

(l) In accordance with procedures agreed upon by the parties (which may be amended from time to time by mutual agreement of the parties) (i) take steps to verify the identity of any person seeking to open an account with the Funds and notify the Transfer Agent in the event such person cannot be verified, (ii) maintain records of the information used to verify the person’s identity, as required, and (iii) determine whether the person appears on any lists of known or suspected terrorists or terrorist organizations provided to the Transfer Agent by any government agency.

(m) Conduct due diligence and if required, enhanced due diligence in accordance with 31 C.F.R. 103.176(b) for new and existing correspondent accounts for foreign financial institutions (as defined in 31 C.F.R. 103.175). The Sub-Transfer Agent will perform an assessment of the money laundering risk presented by the account based on a consideration of relevant factors in accordance with applicable law and information provided by the foreign financial institution in a financial institution questionnaire. If an account is determined to have a medium or above risk-ranking, the Sub-Transfer Agent will monitor the account on a monthly basis for unusual activity. In the situation where due diligence cannot be completed with respect to an account, the Sub-Transfer Agent will contact the Transfer Agent’s AML Officer for further instruction.

(n) Upon the request by the Transfer Agent, conduct due diligence to determine if the Fund is involved with any foreign jurisdiction, institution, class of transactions and a type of account designated, from time to time, by the U.S. Department of Justice in order to identify and take certain “special measures” against such entities as required under Section 311 of the USA PATRIOT Act (31 C.F.R. 103.193).

4.2 In the event that the Sub-Transfer Agent detects suspicious activity as a result of the foregoing AML Procedures, which necessitates the filing by the Sub-Transfer Agent of a SAR, a Form 8300 or other similar report or notice to OFAC, then the Sub-Transfer Agent shall also immediately notify the Transfer Agent, unless prohibited by applicable law.

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SCHEDULE 1.2(g)

OMNIBUS TRANSPARANCY SERVICES

Dated: January 1, 2010

A. The Transfer Agent shall provide the following information to the Sub-Transfer Agent:

1. The name and contact information for each Financial Intermediary with which the Funds have a “shareholder information agreement” (under which the Financial Intermediary agrees to provide, at the Transfer Agent’s request, identity and transaction information about shareholders who hold their shares through an account with the Financial Intermediary (an “accountlet”)), that is to receive an information request;

2. The Funds to be included, along with each Fund’s frequent trading policy, under surveillance for the Financial Intermediary;

3. The frequency of supplemental data requests from the Sub-Transfer Agent;

4. The duration of supplemental data requests (e.g. 60 days, 90 days); and

5. The expected turnaround time for a response from the Financial Intermediary to an information request (including requests for supplemental data).

B. Upon receipt of the foregoing information, the Transfer Agent hereby authorizes and instructs the Sub-Transfer Agent to perform the following Services:

1. Financial Intermediary Surveillance Schedules

(a) Create a system profile and infrastructure to establish and maintain Financial Intermediary surveillance schedules and communication protocol/links.

(b) Initiate information requests to the Financial Intermediaries.

2. Data Management Monitoring

(a) Monitor status of information requests until all supplemental data is received.

(b) If a Financial Intermediary does not respond to a second request from the Sub-Transfer Agent, the Sub-Transfer Agent shall notify the Transfer Agent for the Transfer Agent to follow up with the Financial Intermediary.

3. Customized Reporting for Market Timing Analysis

(a) Run information received from the Financial Intermediaries through TA2000 System functionalities (utilizing PowerSelect tables, Short Term Trader and Excessive Trader).

4

SCHEDULE 1.2(g)

OMNIBUS TRANSPARANCY SERVICES

(continued)

(b) Generate exception reports using parameters provided by the Transfer Agent.

4. Daily Exception Analysis of Market Timing Policies for Supplemental Data Provided

(a) Review daily short-term trader exceptions, daily excessive trader exceptions, and daily supplemental data reconciliation exceptions.

(b) Analyze Financial Intermediary supplemental data (items), which are identified as “Potential Violations” based on parameters established by the Funds.

(c) Confirm exception trades and if necessary, request additional information regarding Potential Violations.

5. Communication and Resolution of Market Timing Exceptions

(a) Communicate results of analysis to the Transfer Agent or upon request of the Transfer Agent directly to the Financial Intermediary.

(b) Unless otherwise requested by the Transfer Agent and as applicable, instruct the Financial Intermediary to (i) restrict trading on the accountlet, (ii) cancel a trade, or (iii) prohibit future purchases or exchanges.

(c) Update AWD with comments detailing resolution.

6. Management Reporting

(a) Provide periodic reports, in accordance with agreed-upon frequency and content parameters, to the Funds. As reasonably requested by the Transfer Agent, the Sub-Transfer Agent shall also furnish ad hoc reports to the Transfer Agent.

7. Support Due Diligence Programs

(a) Update system watch list with pertinent information on trade violators.

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SCHEDULE 1.2(h)

DIVISION OF SERVICES

January 1, 2010

Function	Transfer Agent	Sub-Transfer Agent
Transaction Processing
Remittance Cash Processing (DDPS System)		X
Remittance Cash Processing QA		X
Offline Cash Deposits		X
Remittance Cash Processing – Items not in good order	X	X
Check Imaging – (ESTUB)		X
Plan Allocation Group Purchase Lists/Transmissions		X
Prepare Cash Estimates		X
ACH Payroll		X
ACH Payroll QA		X
Federal Fund Wire Purchases		X
Federal Fund Wire Purchases QA		X
New Account Setup		X
New Account Quality Assurance (QA)		X
Transfers (Reregistrations)		X
Transfers QA		X
Exchanges		X
Exchanges QA		X
Redemptions		X
Redemptions QA		X
Federal Funds Wire Redeems		X
Federal Funds Wire Redeems QA		X
Wire Order
Trade Establishment		X
Trade Settlement (Checks to BFDS)		X
QA		X
Monitoring of Outstanding Trades	X	X
Maintenance		X
Maintenance QA		X
Certificates		X
Certificates QA		X
Adjustments		X
Adjustments QA		X

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SCHEDULE 1.2(h)

DIVISION OF SERVICES

January 1, 2010

Function	Transfer Agent	Sub-Transfer Agent
Transaction Processing
Vendor Oversight	X
SLA Review and Adherence	X
Management and Board Reporting	X
Ongoing Due Diligence and Feedback	X
Invoice and Billing Reconciliation	X
Customer Service
Telephones for Open and Closed End Funds (Series 6)	X
Correspondence (Shareholder/Dealer Letters/Emails)	X
Correspondence QA	X
Dealer Services
NSCC FundServ/Networking Implementation	X	X
NSCC FundServ/Networking Activity Monitoring and Trade Corrections		X
Dealer and Advisor File Maintenance		X
System Enhancements		X
Create NSCC Position Files		X
Create NSCC Commission Files		X
Telephones for NSCC Firms – segregation for Focus Firms		X
Operator Security
TA2000		X
AWD		X
Fund Control Reconciliation
Cash Settlement (including NSCC)		X
Reconcile Transfer Agent DDA’s		X
Compile Fund Share Activity & Estimates and Transmit to PFPC		X
Checkwriting Payments		X
Research and Resolve Imbalances	X	X
Calculate and Pay Distributions		X
Produce Commission Data		X
Prepare Manual Checks		X
Sub Transfer Agent / Networking Invoice Reconciliation and Payment	X	X

7

SCHEDULE 1.2(h)

DIVISION OF SERVICES

January 1, 2010

Function	Transfer Agent	Sub-Transfer Agent
Transaction Processing
Print & Electronic Output
Checks (Redeem, SWP, Dividend, Replacement)	X (outside vendor)
Investor Statements (Daily & Quarterly)	X (outside vendor)
Maintenance Verification (Bank or Address change)	X (outside vendor)
Tax Forms	X (outside vendor)
Corrected Tax Forms		X (DSTOutput)
RPO Mail		X
Microfiche (COOL)		N/A
CD Rom (Investment Checks)		X
E-Statements/Tax Forms		X (DSTOutput)
Dealer Statement CDRoms	X (outside vendor)
Statement Suppression & Consent Database		X (DSTOutput)
Annual Account History Transcripts (COOL)	X
Compliance/Regulatory
Year End Tax Reporting		X
Proxy Mailing and Tabulation		X
Lost Shareholder Recovery and Reporting		X
Lost Certificate Filing and Processing		X
B & C Notice Reporting		X
Notice of Levy & Subpoena		X
Escheatment		X
W-8, W-9 Solicitation		X
Withholding Filing & Disbursement		X
Non Resident Alien Tax Reporting		X
Monitor Unusual Activity Report		X
Multi-State Bank Match Process		X
Monitor As Of Activity	X	X
Anti-Money Laundering/USA Patriot Act		X
Complaint Review and Reporting	X
Daily Excess Activity Review	X	X
22c2 – Monitoring and Reporting	X	X

8

SCHEDULE 1.2(h)

DIVISION OF SERVICES

January 1, 2010

Function	Transfer Agent	Sub-Transfer Agent
Transaction Processing
Client Services
Run Monthly Transaction Jobs		X
New Fund Setup	X	X
Fund Option Updates		X
Adhoc TA2000 Reports		X
Fund Mergers	X	X
Fund Closings	X	X
Mailings		X
Fiduciary Administration Fee	X	X
Billing to Fund for TA Services		X
Support
Maintain Dedicated PO Box		X
Mail Pickup		X
Mail Sort		X
Scanning		X
Records Retention	X	X
Global Systems Enhancements		X
Fund Specific Systems Enhancements	X	X
AWD Reporting	X	X
Reports On Line		X
Network Support/Maintenance		X
AWD Mainframe Support/Maintenance	X	X
Technical Support	X	X

9

SCHEDULE 1.2(l)

INTERNET PRESENTMENT APPLICATIONS

Dated: January 1, 2010

Services set forth on this Schedule 1.2(l) and the applicable fees set forth on Schedule 3.1 are intended by the parties to apply through December 31, 2012 absent the earlier termination or non-renewal of the Agreement to which this Schedule is a part in accordance with Section 12 of the Agreement.

The Transfer Agent and the Funds acknowledges that the Sub-Transfer Agent intends to subcontract for the performance of its obligations under this Schedule to its affiliate, DST Output, and the Transfer Agent and the Funds hereby consent to such sub-contracting; provided, however, that the Sub-Transfer Agent shall be fully responsible to the Transfer Agent and the Funds for the acts and omissions of such affiliate as it is for its own acts and omissions. The Sub-Transfer shall also be responsible for such affiliate’s compliance, in connection with its performance of the services under this Schedule, with the confidentiality and information security obligations of this Agreement with respect to the information of the Transfer Agent, the Funds and the Funds’ shareholders.

1. Description of Services

1.1 Data Processing

Upon receipt of the applicable data pursuant to this Schedule 1.2(l), the Sub-Transfer Agent will process, format and index the data for presentment of electronic documents of a design and electronic format specified by the Transfer Agent.

1.2 Data Hosting

The Sub-Transfer Agent will load and host the data so that documents may be displayed via Internet access. Statements and tax forms will be housed in on-line primary storage for a period of two (2) years following the processing of the document.

1.3 Email Notification

The Sub-Transfer Agent will create and generate email notifications to the email addresses contained in the consent management database or provided by the Transfer Agent when new documents are posted to the document warehouse and are available for viewing. The email notification processing will be based on common Internet mail client protocols for compatibility with most web email systems and browsers. Bounced email processing will also be performed to identify any emails that are undeliverable.

1.4 Additional Services

In addition, the Sub-Transfer Agent shall provide raw data processing, automated, and ad hoc email message delivery including delivery tracking, message interaction tracking, web-based ad hoc email messaging, file transmissions of consent data or activity, and hosting of compliance documents.

10

SCHEDULE 1.2(l)

INTERNET PRESENTMENT APPLICATIONS

(continued)

Dated: January 1, 2010

The Project Requirements Document agreed between the Transfer Agent and the Sub-Transfer Agent describes all requirements for customization of the Services pursuant to this Schedule 1.2(l), the web site, and other systems and software utilized in connection with performance of such Services. The Transfer Agent and the Sub-Transfer Agent each will comply with the terms of the Project Requirements Document, including without limitation any terms that describe any project assistance that may be required for completion of deliverables described in the Project Requirements Document. The Services pursuant to this Schedule 1.2(l) may also include such additional services and/or customization as may be mutually agreed upon by the Transfer Agent and the Sub-Transfer Agent from time to time. Each such additional service and/or customization, together with such additional pricing, fees, expenses, terms, conditions, as mutually agreed by such parties, shall be detailed in a separate Project Requirements Document that will be annexed to and made a part of this Schedule 1.2(l).

2. SERVICE AND QUALITY STANDARDS

The Sub-Transfer Agent shall meet the performance levels identified in the following table assuming the Internet, third party providers, and network components external to the Sub-Transfer Agent are available and operating. (Notwithstanding the foregoing proviso, in the event the availability and/or operation of the Internet, third party providers, and network components external to the Sub-Transfer Agent are within the Sub-Transfer Agent’s reasonable control, the Sub-Transfer Agent shall be held to the performance levels identified in the following table irrespective of such availability or operation.)

2.1 Availability

The following service levels will be reviewed periodically to determine whether revisions are required due to changing business needs. The Transfer Agent and the Sub-Transfer Agent will mutually agree upon any change.

Function	Availability/Turnaround Time	Definition
Access to Electronic Documents	24x7x365	Up-time availability of 98% or greater availability not including scheduled maintenance. In addition, services will not be available during scheduled maintenance, which will be communicated to Transfer Agent prior to the downtime.
		Note Up-time = Total time – (scheduled maintenance time + down time)/ (total time – scheduled maintenance time)
		Scheduled maintenance time is not included in the up-time calculation.

11

SCHEDULE 1.2(l)

INTERNET PRESENTMENT APPLICATIONS

(continued)

Dated: January 1, 2010

On-line Documents (regardless of load frequency)	Within 5 Business Days from Start of Clock for release to Transfer Agent website.	“Start of Clock” means the complete receipt of usable data file.
E-mail Notification	Within twenty-four (24) hours of the later of (1) release to Transfer Agent website, or (2) receipt of daily e-mail address file.	Email notifications to the email addresses contained in the consent management database when new documents are posted to the document warehouse and are available for viewing.

2.2 Solution Assumptions

• On Line Hot Storage             24 months

• Transfer Agent must be a DST Systems Customer Legal Owner for consent processing and suppression

• Transfer Agent must be using version 3.12 of TA Desktop for CSR access to online statements

• Transfer Agent must be using FAN Web for shareholder viewing

• Standard implementation includes access through TA Desktop and the eSolutions audit site

• Documents will be loaded for all accounts, regardless of consent

• Documents will require same indexes - Fund Name, Account Number, SSN

• Document presented as PDF format only

• Standard Offering Features:

• FAN Web consent templates required (FAN Web setup charges apply).

• FAN Web fees will apply for inquiry and transactions.

• Pricing does not include any DST Systems Fan Web / Vision fees

2.3 Service Level Parameters

Transfer Agent recognizes that certain normal scheduled outages (including, but not limited to scheduled maintenance, of which Transfer Agent will be notified within thirty (30) days of the initiation of processing) and pre-planned extraordinary events (e.g. major hardware or software installations) may affect Sub-Transfer Agent’s ability to achieve the agreed performance levels.

Provided that nothing in this Schedule 1.2(l) is intended to, or does, alter the standard of care or other obligations of Sub-Transfer Agent as stated elsewhere in this Agreement, Sub-Transfer Agent shall not be in breach of this Agreement for not meeting these agreed upon performance parameters when such failure was a result of:

• Failure or unavailability of communication lines outside of the Sub-Transfer Agent facilities

• Failure or unavailability of the Internet

• A failure to perform properly or timely by a third party whose performance is a prerequisite for Sub-Transfer Agent’s performance.

• A preplanned extraordinary event (e.g. a hardware or software installation)

• Transfer Agent was notified in writing of such outage or install is occurring outside of the reserved maintenance window.

12

SCHEDULE 1.2(l)

INTERNET PRESENTMENT APPLICATIONS

(continued)

Dated: January 1, 2010

The Sub-Transfer Agent assumes no responsibility for the business results achieved from use of the Electronic Services or errors or interruptions caused by third parties, including but not limited to (i) failures attributable to user errors or misuse of the Electronic Services, (ii) failures to use corrections supplied by the Sub-Transfer Agent, or (iii) modifications by Transfer Agent or any third party. The Sub-Transfer Agent makes no warranty with respect to the performance of third parties such as web portals, internet service providers and telecommunication carriers, or as to the reliability, security or performance of the internet.

If the timely availability of any Sub-Transfer Agent system or service depends on equipment Transfer Agent controls (such as Transfer Agent’s network, servers, and workstations), Transfer Agent is responsible for the proper functioning of such equipment and that such equipment properly utilizes Sub-Transfer Agent’s software and data. Sub-Transfer Agent shall have no responsibility or liability of the unavailability of system or service where such unavailability results in whole or in part from Transfer Agent controlled equipment.

2.4 Internet. Transfer Agent acknowledges that the Internet is an unsecure, unstable, unregulated, unorganized and unreliable environment, and that the ability of the Sub-Transfer Agent to provide the Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers and encryption system developers and other vendors and third parties. In addition to the other events of Force Majeure set forth in the Agreement, neither Party shall be liable for any delays or failures to perform any of its obligations hereunder to the extent that such delays or failures are due to power failures, functions or malfunctions of the Internet, telecommunications services, firewalls, encryption systems and security devices, or governmental regulations imposed after the date of this Agreement, in each case to the extent that such conditions are not within the reasonable control of the Sub-Transfer Agent; provided with respect to the Sub-Transfer Agent, however, that it has established and maintains such back-up system(s) and disaster recovery plan(s) as are required by its regulators and all laws and regulations applicable to the Sub-Transfer Agent or otherwise customary for entities performing the types of duties the Sub-Transfer Agent is obligated to perform under this Agreement.

3. Data Transmission

Transfer Agent will transmit via a mutually agreed upon method and on an agreed upon schedule. Delivery of the applicable data to the Sub-Transfer Agent’s production facility will be via the format, protocols and formatting instructions set forth in the agreed Project Requirements Document and such data must fulfill the requirements identified in the Project Requirements Document. The Sub-Transfer Agent may upgrade its communication processing equipment provided such change does not require the Transfer Agent to materially modify its transmission equipment. Delivery of applicable data to the Sub-Transfer Agent will be at the Transfer Agent’s expense. For data line transmissions, the Transfer Agent will have financial and operational responsibility for data transmission from the Transfer Agent’s computer facility to the Sub-Transfer Agent’s production facility. The Sub-Transfer Agent will have no responsibility for delays or errors resulting from the Transfer Agent’s failure to provide applicable data correctly.

13

SCHEDULE 1.2(l)

INTERNET PRESENTMENT APPLICATIONS

(continued)

Dated: January 1, 2010

All Sub-Transfer Agent facilities are subject to routine weekly maintenance during which the Sub-Transfer Agent’s data centers may be unavailable to receive data transmissions from the Transfer Agent. In addition, no more than two (2) times each calendar year, each Sub-Transfer Agent facility is taken down completely for extended maintenance, for approximately twelve (12) hours. The Sub-Transfer Agent will use reasonable efforts to schedule the extended maintenance events so as to minimize disruption to the Transfer Agent’s operations and shall provide at least fifteen (15) days prior notice of such events. Any Turnaround Time commitment for data received from the Transfer Agent during the twelve (12) hour extended maintenance periods shall be extended by the time of the maintenance periods.

The Transfer Agent may, at its option, transmit applicable data before the Transfer Agent has made a final accuracy check. Therefore, the Sub-Transfer Agent will hold all production until a written or electronic release has been issued by the Transfer Agent. Should retransmissions be necessary or a release be issued that is later rescinded, the Transfer Agent shall pay the Sub-Transfer Agent for any work performed prior to rescission at the rates set forth in Schedule 3.1.

14

SCHEDULE 2.1

THIRD PARTY ADMINISTRATOR(S) PROCEDURES

Dated: January 1, 2010

1. On each day on which both the New York Stock Exchange and the Fund are open for business (a “Business Day”), the TPA(s) shall receive, on behalf of and as agent of the Fund, Instructions (as hereinafter defined) from the Plan. Instructions shall mean as to each Fund (i) orders by the Plan for the purchases of Shares, and (ii) requests by the Plan for the redemption of Shares; in each case based on the Plan’s receipt of purchase orders and redemption requests by Participants in proper form by the time required by the terms of the Plan, but not later than the time of day at which the net asset value of a Fund is calculated, as described from time to time in that Fund’s prospectus. Each Business Day on which the TPA receives Instructions shall be a “Trade Date”.

2. The TPA(s) shall communicate the TPA(s)’s acceptance of such Instructions, to the applicable Plan.

3. On the next succeeding Business Day following the Trade Date on which it accepted Instructions for the purchase and redemption of Shares, (TD+1), the TPA(s) shall notify the Sub-Transfer Agent of the net amount of such purchases or redemptions, as the case may be, for each of the Plans. In the case of net purchases by any Plan, the TPA(s) shall instruct the Trustees of such Plan to transmit the aggregate purchase price for Shares by wire transfer to the Sub-Transfer Agent on (TD+1). In the case of net redemptions by any Plan, the TPA(s) shall instruct the Fund’s custodian to transmit the aggregate redemption proceeds for Shares by wire transfer to the Trustees of such Plan on (TD+1). The times at which such notification and transmission shall occur on (TD+1) shall be as mutually agreed upon by each Fund, the TPA(s), and the Sub-Transfer Agent.

4. The TPA(s) shall maintain separate records for each Plan, which record shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. The TPA(s) shall maintain on behalf of each of the Plans a single master account with the Sub-Transfer Agent and such account shall be in the name of that Plan, the TPA(s), or the nominee of either thereof as the record owner of Shares owned by such Plan.

5. The TPA(s) shall maintain records of all proceeds of redemptions of Shares and all other distributions not reinvested in Shares.

6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic account statements showing the total number of Shares owned by that Plan as of the statement closing date, purchases and redemptions of Shares by the Plan during the period covered by the statement, and the dividends and other distributions paid to the Plan on Shares during the statement period (whether paid in cash or reinvested in Shares).

7. The TPA(s) shall, at the request and expense of each Fund, transmit to the Plans prospectuses, proxy materials, reports, and other information provided by each Fund for delivery to its shareholders.

15

SCHEDULE 2.1

THIRD PARTY ADMINISTRATOR(S) PROCEDURES

Dated: January 1, 2010

(continued)

8. The TPA(s) shall, at the request of each Fund, prepare and transmit to each Fund or any agent designated by it such periodic reports covering Shares of each Plan as each Fund shall reasonably conclude are necessary to enable the Fund to comply with state Blue Sky requirements.

9. The TPA(s) shall transmit to the Plans confirmation of purchase orders and redemption requests placed by the Plans; and

10. The TPA(s) shall, with respect to Shares, maintain account balance information for the Plan(s) and daily and monthly purchase summaries expressed in Shares and dollar amounts.

11. Plan sponsors may request, or the law may require, that prospectuses, proxy materials, periodic reports and other materials relating to each Fund be furnished to Participants in which event the Sub-Transfer Agent or each Fund shall mail or cause to be mailed such materials to Participants. With respect to any such mailing, the TPA(s) shall, at the request of the Sub-Transfer Agent or each Fund, provide at the TPA(s)’s expense a complete and accurate set of mailing labels with the name and address of each Participant having an interest through the Plans in Shares.

16

SCHEDULE 3.1

FEES

Effective Date: January 1, 2010 through May 31, 2012

General: Fees are billable on a monthly basis at the rate of 1/12^th of the annual fee. A charge is made for an account in the month that an account opens or closes. A CUSIP that merges with another CUSIP shall be charged account service fees through May of the year following the calendar year in which the CUSIP merged. CUSIPs are subject to account service fees until purged from the TA2000 System.

Annual Account Service Fees:

Open Accounts¹

Up to 700,000 accounts²

Direct Accounts

Networked Accounts (ML 3)

Accounts in excess of 700,000

Direct Accounts

Networked Accounts (ML 3)

Accounts in excess of 1,000,000

Direct Accounts

Networked Accounts (ML 3)

Closed Accounts

Complex Base Fee

Fees also include the following services at no additional charge:

Audio Response - not including long distance and advanced features

State Tax Reporting

AML - Networked & Non-Networked

Federal Wires

Compliance Program

Regulatory Compliance

Same Day Cash

(cont’d on next page)

¹ Open Accounts are defined as an account which is open at any time during the month. Open Accounts may also be referred to as “Accounts Serviced”.

² Breakpoint Discounts

For Accounts 700,001-1,000,000 the Sub-Transfer Agent will provide a discount of $    /Yr/Acct.

For each Account the Sub-Transfer Agent services above 1,000,000 a TOTAL discount of $    /Yr/Acct will apply.

For example: If the Sub-Transfer Agent services 1,000,000 Accounts the discount would be $                                    .

If the Sub-Transfer Agent services 1,050,000 Accounts the discount would be $                                             .

SCHEDULE 3.1

FEES

(continued)

Fees also include the following services at no additional charge:

AWD RIP

Omnibus Transparency (investigation fees only)

Investor

12b1/TASS

12b1 processing

Checkwriting

Commfee

Crystal reporting (for agreed upon reports where information available through Powerselect)

Sub-TA invoice process

Omnibus Transparency Full Service Fees:

Annual Technology Fee

Accountlets³

0-500,000

500,001-2,000,000

2,000,001 and greater

Investigation Fees

Internet Presentment Application Fees:

ELECTRONIC SERVICES

Application Type: Investor Statement & Tax

1.1 ELECTRONIC SOLUTIONS

	Item	Charge Unit	Unit Price
1.	Loading Fee (Investor statement & Tax)
2.	Consent and Notification (Compliance and Investor Statements)
3.	Archive Year to Year

³ An accountlet is the underlying sub-position on a Financial Intermediary’s system for an omnibus account.

⁴ Sub-Transfer Agent shall provide at least 60 days prior written notice to the Transfer Agent in the event Sub-Transfer Agent removes this fee waiver.

2

SCHEDULE 3.1

FEES

(continued)

Internet Presentment Application Fees:

(continued)

1.2a. IMPLEMENTATION (per management company to develop eSolution application)

	Item	Charge Unit	Unit Price
1.	Electronic Development Investor Statement*		$
2.	Electronic Development Compliance		$
3.	Electronic Development Tax		$
*  Fees cover initial document load for Investor Statements and setting up environment for electronic delivery (integration into applicable portals, networking and working with outside print vendor.) 1.2b.IMPLEMENTATION (per management company to code print software for eSolution)
	Item	Charge Unit	Unit Price
1.	Transfer Agent Systems Development – Investor Statements		$
2.	Transfer Agent Systems Development - Tax		$
1.3 OTHER FEES
	Item	Charge Unit	Unit Price
1.	Quarterly Minimum (per management company requirement waived – applies to all US Bank electronic recurring fees)		$
2.	Development (standard rate applies after initial implementation and for out of scope initial implementation requirements)		$

3

SCHEDULE 3.1

FEES

(continued)

Out of Pocket Expenses:	Billed as Incurred
In accordance with Section 3.2 of the Agreement. Out-of-pocket expenses will not be increased without the prior approval of the Transfer Agent.

4

EX-99.13(C)

AMENDED AND RESTATED

ADMINISTRATION AGREEMENT

This Amended and Restated Administration Agreement is made effective as of the 1^st day of January, 2010, by and 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. (formerly Phoenix Equity Planning Corporation), a Connecticut corporation (the “Administrator”).

W I T N E S S E T H:

WHEREAS, each Trust is registered as an open-end diversified management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, each Trust desires to continue to retain the Administrator to render or otherwise provide for administrative services in the manner and on the amended terms and conditions hereafter set forth; and

WHEREAS, the Administrator desires to be so retained on said terms and conditions.

NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter contained, each Trust and the Administrator agree as follows:

1. Appointment and Acceptance. Each Trust hereby appoints VP Distributors, Inc. to act as Administrator of the Funds, subject to the supervision and direction of the Board of Trustees of each Trust, as hereinafter set forth. The Administrator hereby accepts such appointment and agrees to furnish or cause to be furnished the services contemplated by this Agreement.

2. Duties of the Administrator.

(a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise for the proper operation of each Trust; (ii) prepare and, subject to approval by each Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers,

1

corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds.

(b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof.

2

(c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

3. Expenses of the Administrator. The Administrator assumes the expenses of and shall pay for maintaining the staff and personnel necessary to perform its obligations under this Agreement, and shall at its own expense provide office space, facilities, equipment and the necessary personnel which it is obligated to provide under section 2 hereof, except that each Trust shall pay the expenses of its other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds and expenses of Trust officers attending Board meetings as required and such other appropriate out of pocket expenses as approved by the Board. Each Trust shall pay or cause to be paid all other expenses of the Funds referenced in this Agreement.

4. Compensation of the Administrator.

(a) For the services provided to each Trust and each Fund by the Administrator pursuant to this Agreement, each Fund shall pay the Administrator monthly for its services, fees at the following annual rates based on the combined aggregate average daily net assets plus out of pocket expenses (including out of pocket expenses of any sub-administrator to each Trust hired by the Administrator and not the Trusts):

Non-Money Market Funds			Money Market Funds
Net Assets	Administrative Fee1		Net Assets	Administrative Fee2
First $5 Billion	.09	%	All Assets	.035	%
Next $10 Billion	.08	%
Over $15 Billion	.07	%

(b) In the event that the Trusts obtain any of the services otherwise required of the Administrator pursuant to this Agreement from another person or entity pursuant to an Outside Service Agreement, the Administrator shall reduce its fees as listed above to the extent of the fees (but not out-of-pocket expenses) paid by the Trusts pursuant to the Outside Service Agreement; provided, however, that prior to agreeing to such fees the Trusts shall have obtained the agreement of the Administrator that such fees are reasonable. In the event that the Trusts have not first obtained the agreement of the Administrator that such fees are reasonable and the Administrator does not consent to waive its fees to the extent of the fees paid by the Trusts pursuant to such Outside Service Agreement, the parties shall negotiate in good faith to determine the amount of the Administrator’s fees to be waived.

¹ Fee is based on combined assets of all non-money market series of Virtus Mutual Funds and Phoenix Edge Series Fund.

² Fee is based on combined assets of all money market series of Virtus Mutual Funds and Phoenix Edge Series Fund.

3

5. Limitation of Liability of the Administrator. The Administrator shall not be liable to each Trust or any Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator, or any persons engaged pursuant to section 2(b) hereof, including officers, agents and employees of the Administrator and its affiliates, in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to each Trust, a Fund, or shareholders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or reckless disregard of its obligations and duties hereunder.

6. Activities of the Administrator. The services of the Administrator under this Agreement are not to be deemed exclusive, and the Administrator and any person controlled by or under common control with the Administrator shall be free to render similar services to others and services to each Trust in other capacities.

7. Duration and Termination of this Agreement.

(a) This Agreement shall become effective January 1, 2010 and shall continue in effect with respect to each Fund until December 31, 2010, and thereafter from year to year so long as such continuation is specifically approved at least annually by the Board of Trustees of each Trust; provided, however, that this Agreement may be terminated at any time without the payment of any penalty, on behalf of any or all of the Funds, by each Trust, by the Board or, with respect to any Fund, by “vote of a majority of the outstanding voting securities” (as defined in the 1940 Act) of that Fund, or by the Administrator on not less than 60 days’ written notice to the other party.

(b) The Administrator hereby agrees that the books and records prepared hereunder with respect to each Trust are the property of each Trust and further agrees that upon the termination of this Agreement or otherwise upon request the Administrator will surrender promptly to each Trust copies of the books and records maintained or required to be maintained hereunder, including in such machine-readable form as agreed upon by the parties, in accordance with industry practice, where applicable.

8. Amendments of this Agreement. This Agreement may be amended by the parties hereto only if such amendment is specifically approved by the Board of Trustees of each Trust and such amendment is set forth in a written instrument executed by each of the parties hereto. Any attempt to assign this Agreement shall be treated as an amendment.

9. Limitation of Liability. It is expressly agreed that the obligations of each Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of each Trust personally, but bind only the Trust property of each Trust, as provided in the Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees or the shareholders of each Trust and this Agreement has been signed by an authorized officer of each Trust, acting as such, and neither such authorization by such Trustees and shareholders nor such execution and delivery by such officer shall be deemed to

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have been made by any of them individually or be binding upon or impose any liability on any of them personally, but shall bind only the trust property of each Trust as provided in its Declaration of Trust.

10. Governing Law. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Connecticut as at the time in effect and the applicable provisions of the 1940 Act. To the extent that the applicable law of the State of Connecticut, or any provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.

11. Counterparts. This Agreement may be executed by the parties hereto in counterparts and if so executed, the separate instruments shall constitute one agreement.

12. Notices. All notices or other communications hereunder to either party shall be in writing and shall be deemed to be received on the earlier date of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid. Notice shall be addressed: (a) if to the Administrator, to the attention of: Counsel, VP Distributors, Inc., 100 Pearl St., Hartford, CT 06103 or (b) if to each Trust, to the attention of: President, Virtus Mutual Funds, c/o Secretary, Virtus Mutual Funds, 100 Pearl St., Hartford, CT 06103, or at such other address as either party may designate by written notice to the other. Notice shall also be deemed sufficient if given by telecopier, telegram or similar means of same day delivery (with a confirming copy by mail as provided herein).

13. Separate Funds. This Agreement shall be construed to be made by each Trust as a separate agreement with respect to each Fund, and under no circumstances shall the rights, obligations or remedies with respect to a particular Fund be deemed to constitute a right, obligation or remedy applicable to any other Fund.

14. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior arrangements, agreements or understandings.

VIRTUS MUTUAL FUNDS		VP DISTRIBUTORS, INC.
	VIRTUS EQUITY TRUST VIRTUS INSIGHT TRUST VIRTUS INSTITUTIONAL TRUST	By:	/s/ David G. Hanley
	VIRTUS OPPORTUNITIES TRUST	Name:	David G. Hanley
		Title:	Vice President and Treasurer
By:	/s/ W. Patrick Bradley
Name:	W. Patrick Bradley
Title:	Chief Financial Officer and Treasurer

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SCHEDULE A

(Dated: January 1, 2010)

Virtus Equity Trust

Virtus Balanced Fund

Virtus Capital Growth 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 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 Quality Large-Cap Value 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 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

Virtus AlphaSector^SM Rotation Fund

Virtus AlphaSector^SM Allocation Fund

EX-99.13(D)

SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT

This Sub-Administration and Accounting Services Agreement (“Agreement”) is made effective as of January 1, 2010 by and among VP DISTRIBUTORS, INC. (formerly Phoenix Equity Planning Corporation), a Connecticut corporation (“VP Distributors”); the trusts known as VIRTUS MUTUAL FUNDS, listed on Exhibit A attached hereto and made a part hereof, as it may be amended from time to time (each, a “Fund” and together, the “Funds”); and PNC GLOBAL INVESTMENT SERVICING (U.S.) INC., a Massachusetts corporation (“PNC”), and, solely with respect to the Funds referenced herein, supersedes that certain Second Amended and Restated Sub-Administration Agreement between VP Distributors and PNC dated as of November 1, 2005, as amended (the “Superseded Agreement”).

BACKGROUND:

A. The Funds are open-end management investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

B. VP Distributors has entered into agreements of various dates with the Funds, concerning the provision of administrative and accounting services to the Funds.

C. Pursuant to the Superseded Agreement, VP Distributors has engaged PNC to provide certain sub-administration and accounting services (the “Services”) to the Funds’ investment portfolios listed on Exhibit B attached hereto and made a part hereof, as such Exhibit B may be amended from time to time (each a “Portfolio” and together the “Portfolios”) as well as those of other funds.

D. VP Distributors and the Funds wish to enter into this Agreement so that they jointly engage PNC to continue to provide the Services, and PNC wishes to continue to furnish such services, in accordance with the terms hereof; and as a result the parties wish to remove the Funds and their Portfolios from the terms of the Superseded Agreement.

E. The parties hereto desire to enter into this Agreement to accommodate the foregoing.

F. VP Distributors and PNC desire the Superseded Agreement to continue in effect with respect to those funds and portfolios not referenced in this Agreement.

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TERMS:

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and intending to be legally bound hereby the parties hereto agree as follows:

1. Definitions. As used in this Agreement:

(a) “1933 Act” means the Securities Act of 1933, as amended.

(b) “1934 Act” means the Securities Exchange Act of 1934, as amended.

(c) “Authorized Person” means any officer of VP Distributors, the Funds and any other person duly authorized by the Funds’ Boards of Trustees to give Oral Instructions and Written Instructions on behalf of the Funds and listed on Exhibit C attached hereto and made a part hereof or any amendment thereto as may be received by PNC. An Authorized Person’s scope of authority may be limited by VP Distributors or a Fund by setting forth such limitation in Exhibit C.

(d) “CEA” means the Commodities Exchange Act, as amended.

(e) “Change of Control” means a change in ownership or control (not including transactions between wholly-owned direct or indirect subsidiaries of a common parent) of 50% or more of the beneficial ownership of the shares of common stock or shares of beneficial interest of an entity or its parent(s).

(f) “Oral Instructions” mean oral instructions received by PNC from an Authorized Person or from a person reasonably believed by PNC to be an Authorized Person.

(g) “SEC” means the Securities and Exchange Commission.

(h) “Securities Laws” means the 1933 Act, the 1934 Act, the 1940 Act and the CEA.

(h) “Shares” means the shares of beneficial interest of any series or class of a Fund.

(i) “Written Instructions” means written instructions signed by an Authorized Person and received by PNC. The instructions may be delivered by hand, mail, tested telegram, cable, telex or facsimile sending device. In addition, Written Instructions include instructions sent via e-mail by an Authorized Person and received and opened by PNC.

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2. Appointment.

2.1 Services. VP Distributors and the Funds hereby appoint PNC to continue to provide the Services to the each of the Funds and Portfolios, in accordance with the terms set forth in this Agreement. PNC accepts such appointment and agrees to furnish such Services.

2.2 Fair Value Services. PNC has entered into an agreement with a vendor of pricing services (the “Pricing Vendor”), and the Pricing Vendor shall provide fair value prices for the relevant foreign equity securities that have the confidence level identified by VP Distributors (“Fair Value Prices”) to PNC. Notwithstanding anything to the contrary herein, PNC shall not be obligated to perform the fair value services set forth in this Agreement (“Fair Value Services”) unless a fully-executed agreement between PNC and the then-current Pricing Vendor is then currently in effect.

Unless VP Distributors directs PNC otherwise by Written Instructions, VP Distributors and the Funds hereby authorize and instruct PNC to: (a) under the circumstances set forth on Exhibit F, receive from the Pricing Vendor Fair Value Prices (in a format reasonably required by PNC) for each of the Portfolios that are invested in foreign equity securities; and (b) under the circumstances set forth on Exhibit F, use such Fair Value Prices that it timely receives in all relevant calculations (e.g., NAV, yields, etc.).

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VP Distributors and the Funds understand and agree that PNC will not be able to employ its standard review process to the Fair Value Prices and that PNC shall have no obligation to inquire into, verify, or otherwise analyze the accuracy or reasonableness of any of the Fair Value Prices it receives except for PNC’s duties that are set forth in Exhibit F. Except for PNC’s duties that are set forth in Exhibit F, PNC shall have no responsibility for verifying the accuracy and reasonableness of the Fair Value Prices and the appropriateness of the Portfolios’ use of Fair Value Prices, regardless of any efforts of PNC in this respect.

3. Compliance with Rules and Regulations.

PNC undertakes to comply with all applicable requirements of the Securities Laws, and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by PNC hereunder. Except as specifically set forth herein, PNC assumes no responsibility for such compliance by any Fund or any Portfolio.

4. Instructions.

(a) Unless otherwise provided in this Agreement, PNC shall act only upon Oral Instructions and Written Instructions.

(b) PNC shall be entitled to rely upon any Oral Instructions and Written Instructions it receives from an Authorized Person (or from a person reasonably believed by PNC to be an Authorized Person) pursuant to this Agreement. PNC may reasonably assume that any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Funds’ Boards of Trustees or of the Funds’ shareholders, unless and until PNC receives Written Instructions to the contrary.

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(c) VP Distributors and the Funds agree, as applicable, to forward to PNC Written Instructions confirming Oral Instructions (except where such Oral Instructions are given by PNC or its affiliates) so that PNC receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by PNC shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions. Where Oral Instructions or Written Instructions reasonably appear to have been received from an Authorized Person, PNC shall incur no liability to VP Distributors or the Funds in acting upon such Oral Instructions or Written Instructions provided that PNC’s actions comply with the other provisions of this Agreement.

5. Right to Receive Advice.

(a) Advice of VP Distributors or the Funds. If PNC is in doubt as to any action it should or should not take, PNC may request directions or advice, including Oral Instructions or Written Instructions, from VP Distributors or the Funds.

(b) Advice of Counsel. If PNC shall be in doubt as to any question of law pertaining to any action it should or should not take, PNC may request advice at its own cost from such counsel of its own choosing (who may be counsel for a Fund, a Fund’s investment adviser or PNC, at the option of PNC).

(c) Conflicting Advice. In the event of a conflict between directions, advice or Oral Instructions or Written Instructions PNC receives from VP Distributors or a Fund and the advice PNC receives from counsel, PNC may rely upon and follow the advice of counsel; provided that, if commercially practicable, PNC provides reasonable prior written notice to VP Distributors or the Fund, as applicable. VP Distributors or the Fund shall, upon receipt of such notice, promptly and

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timely notify PNC in writing of its agreement or disagreement to any actions or any omissions to act that PNC proposes to take pursuant to counsel’s advice. In the event VP Distributors or a Fund has timely notified PNC in writing of its disagreement, PNC and VP Distributors or the Fund shall consult with each other in good faith to reach agreement on the actions or omissions that are the subject of such objecting party’s objection. In the event where, after such consultations, PNC and the objecting party are unable to agree on the actions or omissions in question and, given the circumstances, time permits, PNC shall consult independent counsel reasonably acceptable to the objecting party, and may follow and rely upon the advice of such independent counsel (the parties shall share equally the cost of such independent counsel). If PNC relies on the advice of counsel, PNC shall remain liable for any action or omission on the part of PNC in carrying out such advice which constitutes willful misfeasance, bad faith, negligence or reckless disregard by PNC of any duties, obligations or responsibilities set forth in this Agreement.

(d) Protection of PNC. PNC shall be protected in any action it takes or does not take in reliance upon directions, advice or Oral Instructions or Written Instructions it receives from VP Distributors or a Fund or from counsel and which PNC believes, in good faith, to be consistent with those directions, advice and Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PNC (i) to seek such directions, advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions, advice or Oral Instructions or Written Instructions unless, under the terms of other provisions of this Agreement, the same is a condition of PNC’s properly taking or not taking such action. Nothing in this subsection shall excuse PNC when an action or omission on the part of PNC in carrying out such directions, advice, Oral Instructions or Written Instructions constitutes willful misfeasance, bad faith, negligence or reckless disregard by PNC of any duties, obligations or responsibilities set forth in this Agreement.

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6. Records; Visits.

(a) The books and records pertaining to the Funds and the Portfolios, which are in the possession or under the control of PNC, shall be the property of the Funds. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Funds, the Funds’ independent public accountants, Authorized Persons, the SEC and other regulators shall have access to such books and records at all times during PNC’s normal business hours. Upon the reasonable request of VP Distributors or the Funds, copies of any such books and records shall be provided by PNC to the Funds, the Funds’ independent public accountants, or to an Authorized Person; provided, however, that the Funds shall bear the reasonable expense for copying and delivery of any non-routine books and records provided by PNC to the Funds, the Funds’ independent public accountants, or to an Authorized Person.

(b) PNC shall keep the following records:

(i) all books and records with respect to each Portfolio’s books of account;

(ii) records of each Portfolio’s securities transactions; and

(iii) all other books and records as PNC is required to maintain pursuant to Rule 31a-1 of the 1940 Act in connection with the services provided hereunder.

7. Confidentiality. PNC agrees to keep confidential all records of the Funds and information relating to the Funds and their shareholders, unless the release of such records or information is (i) otherwise consented to, in writing, by VP Distributors or the Funds. VP Distributors and the Funds agree that such consent shall not be unreasonably withheld and may not be withheld where PNC may be exposed to civil or criminal contempt proceedings or when required to divulge such information or records to duly constituted authorities.

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PNC acknowledges and agrees that in connection with its services under this Agreement PNC receives confidential portfolio holdings information (“Portfolio Holdings”) with respect to the Funds. PNC agrees that it will keep all Portfolio Holdings confidential in accordance with this Section 7, and will not use and will not allow any of its directors, officers, employees or agents to use such information as a basis for trading in securities or making investment decisions. If Portfolio Holdings are disclosed by PNC to any pricing vendor, PNC agrees that it will require that the pricing vendor agree to maintain the confidentiality of and prevent the misuse of the Portfolio Holdings. In addition to pricing vendors, PNC will disclose Portfolio Holdings only in appropriate SEC filings and, upon instructions from VP Distributors or the Funds (which may be standing instructions) to other entities when, and as so instructed, by VP Distributors or the Funds, as applicable.

8. Accountants. PNC shall provide account analyses, fiscal year summaries, and other audit-related schedules with respect to each Portfolio. PNC shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to independent public accountants for the expression of their opinion, as required by the Funds.

9. Disaster Recovery and Business Continuity. PNC has, and will have during the term of this Agreement, commercially reasonable provisions in place for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In addition, PNC has, and will have during the term of this Agreement, commercially reasonable business continuity plans and procedures in place. In the event of equipment failures, PNC shall, at no additional expense to the Funds, take reasonable steps to minimize service interruptions. PNC shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by PNC’s own willful misfeasance, bad faith, negligence or reckless disregard of its duties or obligations under this Agreement.

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10. Compensation. As compensation for services rendered by PNC during the term of this Agreement, the Funds, on behalf of each Portfolio, will pay to PNC a fee or fees as may be agreed to in writing by the Funds and PNC.

11. Indemnification. VP Distributors and the Funds agree to indemnify and hold harmless PNC and its affiliates from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under applicable laws, but only to the extent legally permitted by such laws), and expenses, including (without limitation) attorneys’ fees and disbursements arising directly or indirectly from any action or omission to act which PNC takes in connection with the provision of services hereunder; provided, however, neither PNC, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) arising out of PNC’s or its affiliates’ own willful misfeasance, bad faith, negligence or reckless disregard of its duties and obligations under this Agreement.

12. Responsibility of PNC.

(a) PNC shall be under no duty to take any action on behalf of VP Distributors, any Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PNC in a written amendment to hereto. PNC shall be obligated to exercise care and diligence in the performance of its duties hereunder and to act in good faith in performing services provided for under this Agreement. PNC shall be liable for any damages arising out of PNC’s failure to perform its duties under this Agreement to the extent such damages arise out of PNC’s willful misfeasance, bad faith, negligence or reckless disregard of such duties.

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(b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PNC shall not be liable for losses beyond its control, provided that PNC has acted in accordance with the standard of care set forth above. The parties recognize and agree that pricing errors that are the result of incomplete, untimely or inaccurate data supplied by the Adviser or the Transfer Agent (as such terms are hereinafter defined) are beyond the control of PNC and (ii) PNC shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PNC reasonably believes to be genuine; or (B) subject to Section 9, delays or errors or loss of data occurring by reason of circumstances beyond PNC’s reasonable control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

(c) PNC agrees to maintain procedures intended to, among other things, safeguard against fraud by its employees and agents.

(d) No party (including a party’s affiliates) shall be liable for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by such party or its affiliates.

13. Description of Accounting Services on a Continuous Basis.

PNC will perform the following accounting services with respect to each Portfolio:

(i) Journalize investment, capital share and income and expense activities;

(ii) Verify investment buy/sell trade tickets when received from the investment adviser for a Portfolio (the “Adviser”);

(iii) Maintain individual ledgers for investment securities;

(iv) Maintain historical tax lots for each security;

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(v) Reconcile cash and investment balances of a Fund with the Fund’s custodian (“Custodian”), and provide the Adviser with the reports regarding short term and long term cash available daily and in a timely fashion;

(vi) Update the cash availability throughout the day as required by the Adviser;

(vii) Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations;

(viii) Calculate various contractual expenses (e.g., advisory and custody fees);

(ix) Monitor the expense accruals and notify an officer of the Fund of any proposed adjustments;

(x) Control all disbursements and authorize such disbursements upon Written Instructions;

(xi) Calculate capital gains and losses;

(xii) Determine net income;

(xiii) Obtain security market quotes from independent pricing services approved by the Adviser, or from brokers identified by the Adviser, and if such quotes are unavailable from either, then from the Adviser. In any case PNC shall calculate the market value of each Portfolio’s Investments;

(xiv) Transmit or mail a copy of the daily portfolio valuation to the Adviser;

(xv) Compute net asset value (“NAV”);

(xvi) Report to VP Distributors within 15 days after the end of each calendar month, PNC’s compliance for the prior month with the written service level standards mutually agreed upon by VP Distributors and PNC;

(xvi) As appropriate, compute yields, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity;

(xvii) Prepare a monthly reconciliation package, which will include the following items:

Schedule of Investments

Trial Balances

Custodian Reconciliations

Reconciliation Summary by Account

Expense Ratio Tests

Sub-Chapter M Tests

Capital Account Rollforwards; and

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(xviii) Transmit NAV information in electronic form daily in a timely manner.

13A. PNC DataPath^sm Access Services. PNC shall provide to VP Distributors the DataPath^sm Internet access services as set forth on Exhibit D attached hereto and made a part hereof, as such Exhibit D may be amended from time to time. Persons who are VP Distributors “Authorized Users” to access DataPath^sm are set forth on Exhibit E attached hereto and made a part hereof, as such Exhibit E may be amended from time to time.

14. Description of Administration Services on a Continuous Basis.

(a) PNC will perform the following administration services with respect to each Portfolio:

(i) Prepare quarterly broker security transactions summaries;

(ii) Prepare monthly security transaction listings;

(iii) Supply, in the form requested, various customary Portfolio and Fund statistical data on an ongoing basis;

(iv) Prepare and ensure the filing of the Funds’ annual and semi-annual reports with the SEC on Forms N-SAR and N-CSR and the Fund’s quarterly reports with the SEC on Form N-Q;

(v) If mutually agreed by PNC and VP Distributors in writing, prepare (or assist in the preparation of) and ensure the filing of (or coordinate filing of, as may be mutually agreed) such other reports with the SEC as may be required by the SEC and that would be primarily fulfilled using books and records maintained by PNC under the terms of this Agreement;

(vi) Assist in the preparation of registration statements and other filings relating to the registration of Shares;

(vii) Monitor each Portfolio’s status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, as amended (“Sub-Chapter M”);

(viii) Coordinate contractual relationships and communications between the Funds and their contractual service providers;

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(ix) Prepare expense budgets, accrual review and expense reports as needed;

(x) Provide read-only on-line access to accounting system as requested;

(xi) Provide electronic transmissions of holdings, transactions, security master, general ledger, NAV, security pricing data, and cash activity as specified;

(xii) Coordinate printing and mailing of annual and semi-annual financial statements;

(xiii) Prepare reports for Fund Boards and attend Board meetings when and as requested;

(xiv) Prepare, execute, and file each Portfolio’s Federal and state tax returns, including closed funds, and appropriate extensions after review and approval by the Fund’s independent registered public accounting firm;

(xv) Prepare, execute, and file each Portfolio’s federal excise returns (Form 8613) after review and approval by the Fund’s independent registered public accounting firm;

(xvi) Prepare annual tax provisions and financial tax disclosures;

(xvii) Prepare tax cost for semi-annual and Form N-Q filings updated for current year-to-date wash sales and prior year known Schedule M adjustments;

(xviii) Prepare dividend calculations, including accompanying analysis and earnings summary in accordance with applicable policy (as such policy is provided in writing by VP Distributors to PNC), and maintain dividend history;

(xix) Prepare required disclosures for shareholder reporting, including Form 1099-DIV reporting and supporting materials such as QDI, DRD, income from U.S. Obligations, income from State obligations, income from AMT obligations, tax-exempt income, and Florida intangibles;

(xx) Monitor and propose procedures as needed for tax considerations in the following areas: corporate actions, consent income, bad debt/restructurings, new instruments, premium amortization, and legislation and industry developments on an ad hoc basis; and

(xxi) Prepare and deliver, to the extent available to PNC, survey information when and in the form requested.

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b) PNC will perform the following regulatory administration services with respect to each Portfolio:

(i) Draft an annual update (not including the creation of a new series or class) to the registration statement for each Fund;

(ii) Draft up to an aggregate of thirteen supplements to the Funds’ prospectuses/statements of additional information per consecutive three-month period (each, a “quarter”), with the aggregate number of supplement pages in any one quarter not to exceed ten pages;

(iii) Draft up to one Form N-14 per consecutive six-month period;

(iv) Draft up to one registration statement amendment per quarter for the purpose of creating a new Portfolio;

(v) Draft and file Rule 24f-2 notices on Form 24F-2 as necessary; and

(vi) Provide such other regulatory administration services on such terms and for such fees as the parties hereto may agree.

All regulatory administration services are subject to the review and approval of Fund counsel.

c) PNC will assist the Adviser in monitoring compliance with each Fund’s investment objectives, policies, restrictions, tax matters and applicable laws and regulations.

d) Notwithstanding anything in this Agreement to the contrary, VP Distributors and the Funds agree to notify PNC of any modifications made to a Fund’s registration statement or policies which affect PNC’s responsibilities under this Agreement; provided that, PNC shall not be bound by any such modifications which, in either case, would affect materially the obligations or responsibilities of PNC under the Agreement unless PNC shall have accepted such modifications, which acceptance shall not be unreasonably withheld or delayed. The scope of services to be provided by PNC under this Agreement shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to VP Distributors or a Fund, unless the parties hereto expressly agree in writing to any such increase. Notwithstanding any provision of this Agreement, the Services of PNC are not, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of VP Distributors, a Fund or any other person.

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e) PNC shall:

(i) if the chief executive officer or chief financial officer of a Fund is required to provide a certification as part of the Fund’s Form N-SAR, Form N-CSR or Form N-Q filing pursuant to regulations promulgated by the Securities and Exchange Commission under Section 302 of the Sarbanes-Oxley Act of 2002, PNC will provide (to such person or entity as agreed between VP Distributors and PNC) a sub-certification in support of certain matters set forth in the aforementioned certification, such sub-certification to be in such form and relating to such matters as agreed between VP Distributors and PNC from time to time. PNC shall be required to provide the sub-certification only during the term of the Agreement and only if it receives such cooperation as it may request to perform its investigations with respect to the sub-certification. For clarity, the sub-certification is not itself a certification under the Sarbanes-Oxley Act of 2002 or under any other regulatory requirement; and

(ii) obtain and provide VP Distributors with a copy of the “Report on Controls Placed in Operation and Tests of Operating Effectiveness” (SAS 70, Level 2), with respect to Fund Accounting and Administration Operations, within 15 days from the time the report is generally available for distribution to PNC’s clients. PNC will cause such reports to be prepared and distributed to VP Distributors at least two (2) times per year. Such report will be prepared by an external accounting firm reasonably considered to be a major market participant in the area of investment company auditing services.

15. Duration and Termination. This Agreement shall be effective on the date first above written and shall continue in effect until June 30, 2010. Thereafter, this Agreement shall continue automatically for successive terms of one (1) year; provided however, that this Agreement may be terminated at the end of the initial period or any subsequent date by PNC upon 90 days’ prior written notice to the other parties, and by VP Distributors or the Funds upon 60 days’ prior written notice to PNC. In addition, VP Distributors and the Funds shall have the right to terminate this Agreement on 60 days’ prior written notice to PNC if PNC Global Investment Servicing Inc. is merged with or substantially all of its assets are sold to a third party unaffiliated with The PNC Financial Services Group, Inc.; provided that, (a) VP Distributors or the Funds exercise such termination right within 60 days of the

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effective date of such merger or such sale; and (b) a change of control of The PNC Financial Services Group, Inc. shall not be deemed to be a sale of PNC Global Investment Servicing Inc. In addition, any party shall have the right to terminate this Agreement on 30 days’ written notice to the other parties in the event of bona fide irreconcilable differences resulting from events contemplated by Section 5(c) of this Agreement; provided that, the party providing such notice of termination has previously provided the other parties with written notice that such differences, if unresolved, shall cause it to terminate this Agreement and the parties, using good faith efforts, fail resolve such differences within 30 days from the date such first notice is received by the other party.

In addition, VP Distributors may terminate this Agreement prior to the end of the Initial Term or any Renewal Term if PNC fails to meet the service standards in any one category as set forth in Exhibit G to this Agreement for (i) a period of four (4) consecutive months or (ii) any six (6) months in a twelve (12) month period.

In addition, a party may terminate the Fair Value Services on sixty (60) days’ written notice to the other parties. Termination of the Fair Value Services shall not terminate the Agreement.

16. Notices. All notices and other communications, including Written Instructions, shall be in writing or by confirming telegram, cable, telex or facsimile sending device or e-mail. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by e-mail, it shall be deemed to have been given when opened by the receiving party. If notice is sent by first-class mail, it shall be deemed to have been given three days after it has been mailed. If notice is sent by messenger, it shall be deemed to have

16

been given on the day it is delivered. Notices shall be addressed (a) if to PNC, at 301 Bellevue Parkway, Wilmington, Delaware 19809, Attn: President; (b) if to VP Distributors or the Funds, at 100 Pearl Street, Hartford, Connecticut 06103, Attn: Fund Treasurer, with a copy to Kevin Carr Esq., Vice President and Counsel, at the same address; or (c) if to none of the foregoing, at such other address as shall have been provided by like notice to the sender of any such notice or other communication by the other party.

17. Amendments. This Agreement, or any term thereof, may be changed or waived only by written amendment, signed by the party(ies) against whom enforcement of such change or waiver is sought.

18. Delegation; Assignment. Except as set forth below, no party to this Agreement may assign its rights or delegate its duties hereunder without the written consent of the other parties. PNC may assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of The PNC Financial Services Group, Inc., provided that (i) PNC gives VP Distributors and the Funds thirty (30) days’ prior written notice; (ii) the delegate (or assignee) agrees with PNC, VP Distributors and the Funds to comply with all relevant provisions of the 1940 Act; (iii) the officers of PNC responsible for providing the services to the Funds pursuant to this Agreement remain substantially the same (iv) PNC and such delegate (or assignee) promptly provide such information as VP Distributors or the Funds may request, and respond to such questions as VP Distributors or the Funds may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee); and (v) the Board of Trustees of the Funds does not object to the assignment within the notice period.

19. Counterparts. This Agreement 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.

17

20. Further Actions. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

21. Miscellaneous.

(a) Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements (including the Superseded Agreement) and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties and Oral Instructions.

(b) Captions. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

(c) Governing Law. This Agreement shall be deemed to be a contract made in Connecticut and governed by Connecticut law, without regard to principles of conflicts of law.

(d) Information. The Fund will provide such information and documentation as PNC may reasonably request in connection with services provided by PNC to the Fund.

(e) Partial Invalidity. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

(f) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(g) Facsimile Signatures. The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party.

18

(h) Customer Identification Program Notice. To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of PNC’s affiliates are financial institutions, and PNC may, as a matter of policy, request (or may have already requested) the Fund’s name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that party’s date of birth. PNC may also ask (and may have already asked) for additional identifying information, and PNC may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.

(i) The undersigned hereby represent and warrant to PNC that this Agreement, any benefits accruing to the undersigned in connection with this Agreement, and the fees and expenses associated with this Agreement have been fully disclosed to the Board of Trustees of the Fund and that, if required by applicable law, such Board has approved this Agreement, any such benefits, and such fees and expenses.

[Signature Page Follows]

19

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

PNC GLOBAL INVESTMENT SERVICING (U.S.) INC.
By:	/s/ Jay F. Nusblatt
Name:	Jay F. Nusblatt
Title:	Senior Vice President
VP DISTRIBUTORS, INC.
By:	/s/ David G. Hanley
Name:	David G. Hanley
Title:	Vice President and Treasurer
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:	CFO & Treasurer

20

EXHIBIT A

THIS EXHIBIT A, dated as of January 1, 2010, is Exhibit A to that certain Sub-Administration and Accounting Services Agreement dated as of January 1, 2010 by and among PNC Global Investment Servicing (U.S.) Inc., VP Distributors, Inc. and the investment companies known as the Virtus Mutual Funds as listed below.

FUNDS

Virtus Equity Trust

Virtus Insight Trust

Virtus Institutional Trust

Virtus Opportunities Trust

[Remainder of Page Intentionally Left Blank]

21

EXHIBIT B

THIS EXHIBIT B, dated as of January 1, 2010, is Exhibit B to that certain Sub-Administration and Accounting Services Agreement dated as of January 1, 2010 by and among PNC Global Investment Servicing (U.S.) Inc., VP Distributors, Inc. and the investment companies known as the Virtus Mutual Funds.

PORTFOLIOS

Virtus Balanced Fund

Virtus Capital Growth 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 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 Quality Large-Cap Value Fund

Virtus Institutional Bond Fund

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 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

22

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

FUNDS OF FUNDS

Virtus Alternatives Diversifier Fund

Virtus AlphaSector^SM Rotation Fund

Virtus AlphaSector^SM Allocation Fund

23

EXHIBIT C

AUTHORIZED PERSONS

THIS EXHIBIT C, dated as of January 1, 2010, is Exhibit C to that certain Sub-Administration and Accounting Services Agreement dated as of January 1, 2010, by and among PNC Global Investment Servicing (U.S.) Inc., VP Distributors, Inc. and the investment companies known as the Virtus Mutual Funds.

NAME (Type)	SIGNATURE
George Aylward	/s/ George Aylward
Nancy G. Curtiss	/s/ Nancy G. Curtiss
Patrick Bradley	/s/ W. Patrick Bradley

24

EXHIBIT D

DataPath^sm Access Services

THIS EXHIBIT D, dated as of January 1, 2010, is Exhibit D to that certain Sub-Administration and Accounting Services Agreement dated as of January 1, 2010, by and among PNC Global Investment Servicing (U.S.) Inc., VP Distributors, Inc. and the investment companies known as the Virtus Mutual Funds.

1. PNC Services.

PNC shall:

(a) Provide Internet access to PNC’s Data Repository and Analytics Suite at www.pfpcdatapath.com or other site operated by PNC (the “Site”) for Fund portfolio data otherwise supplied by PNC to Fund service providers via other electronic and manual methods. Types of information to be provided on the Site include: (i) data relating to portfolio securities (other than Compliance Reporting Services, as defined below), (ii) general ledger balances and (iii) net asset value-related data, including NAV and net asset, distribution and yield detail (collectively, the “Accounting Services”). Types of information to be provided on the Site also include: data relating to portfolio securities relative to certain provisions of the Internal Revenue Code, securities laws or the Funds’ offering documents (collectively, the “Compliance Reporting Services”)(the Accounting Services and the Compliance Reporting Services are together referred to herein as the “DataPath Services”). The parties hereby agree that the Compliance Reporting Services are back-end reports only and that PNC (i) makes no representation or warranty about the accuracy of the Compliance Reporting Services, or how complete such information is, at any time and (ii) shall have no liability whatsoever with respect to the accuracy or inaccuracy or complete or incomplete nature of the Compliance Reporting Services or reliance thereon by any party.

(b) Supply each of the individuals specified on Exhibit E as authorized users of the Site (“Users”) with a logon ID and Password;

(c) Provide to Users access to the information listed in subsection (a) above using standard inquiry tools and reports. With respect to the Accounting Services, Users will be able to modify standard inquiries to develop user-defined inquiry tools; however, PNC will review computer costs for running user-defined inquiries and may assess surcharges if VP Distributors’ or the Funds’ usage requires excessive hardware resources when compared to typical resource usage by similar-sized clients;

(d) Utilize a form of encryption, to a minimum standard equivalent to Secure Sockets Layer 128-bit encryption, that is generally available to the public in the U.S. for standard Internet browsers and establish, monitor and verify firewalls and other

25

security features (commercially reasonable for this type of information and these types of users) and use commercially reasonable efforts to prevent unauthorized access to information available on the Site by VP Distributors, the Funds or their Users; and PNC shall notify VP Distributors and the Funds of any known security breaches or holds affecting their data. PNC shall exercise reasonable care, commensurate with commercial standards, in the protection of the data from accidental loss, corruption, deletion, theft, damage, unauthorized duplication and the release or exposure to any person who is not a User. PNC agrees to provide reasonable cooperation and assistance in remediating or mitigating any loss, damage or regulatory exposure caused by any of the foregoing activities.

(e) Monitor the telephone lines involved in providing the DataPath Services and inform VP Distributors and the Funds promptly of any malfunctions or service interruptions. PNC shall attempt to reasonably notify VP Distributors and the Funds in advance of any scheduled outages of DataPath Services, preferably by notice on the Site. It is understood that the Internet may be subject to occasional interruptions beyond PNC’s control. In the event of an unscheduled interruption, VP Distributors and/or the Funds will contact PNC by telephone.

2. Duties of VP Distributors, the Funds and the Users

VP Distributors and the Funds shall, and to the extent appropriate, cause the Users to:

(a) Provide and maintain a web browser supporting Secure Sockets Layer 128-bit encryption; and

(b) Keep logon IDs and passwords confidential and notify PNC immediately in the event that a logon ID or password is lost, stolen or if you have reason to believe that the logon ID and password are being used by an unauthorized person.

3. Standard of Care; Limitations of Liability

(a) PNC represents and warrants that to its knowledge it has the right to grant access to the Site and to provide the services contemplated herein.

(b) Notwithstanding anything to the contrary contained in this Exhibit or any other part of the Agreement, PNC shall be liable for direct damages incurred by VP Distributors or the Funds which arise out of PNC’s failure to perform its duties and obligations described in this Exhibit only to the extent such damages constitute willful misfeasance, bad faith, negligence or reckless disregard.

(c) VP Distributors and the Funds acknowledge that the Internet is an “open,” publicly accessible network and not under the control of any party. PNC’s provision of the Site Services is dependent upon the proper functioning of the Internet and services provided by telecommunications carriers, firewall providers, encryption system developers and others.

26

(d) Without limiting the generality of the foregoing or any other provisions of this Exhibit or the Agreement, PNC shall not be liable for delays or failures to perform any of the DataPath Services or errors or loss of data occurring by reason of circumstances beyond such party’s control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrections, war, riots or failure of the mails, transportation, communication or power supply, functions or malfunctions of the Internet or telecommunications services, firewalls, encryption systems or security devices caused by any of the above, or laws or regulations imposed after the date of this Exhibit.

(e) PNC will defend or, at its option, settle any claim or action brought against VP Distributors or the Funds to the extent that it is based upon the assertion that access to or the use of the Site or information on the Site through any such proprietary system by VP Distributors or the Funds, as applicable, constitutes an infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the applicable indemnified party notifies PNC promptly in writing of any such claim or proceeding and cooperates with PNC in the defense of such claim or proceeding. Should the Site or information on the Site become, or in PNC’s opinion be likely to become, the subject of a claim or infringement or the like under the patent or copyright or trade secret laws of the United States, PNC shall have the right, at its sole option, to (i) procure for VP Distributors and the Funds the right to continue using the the information on the Site, (ii) replace with a comparable system or modify the Site so that the access services become noninfringing, or (iii) terminate this Agreement without further obligation.

4. Miscellaneous. In the event of a conflict between specific terms of this Exhibit and the balance of the Agreement, this Exhibit shall control as to the DataPath Services.

27

EXHIBIT E

PNC Data Repository and Analytics Suite Authorized Users

THIS EXHIBIT E, dated as of January 1, 2010, is Exhibit E to that certain Sub-Administration and Accounting Services Agreement dated as of January 1, 2010, by and among PNC Global Investment Servicing (U.S.) Inc., VP Distributors, Inc. and the investment companies known as the Virtus Mutual Funds.

VP Distributors and the Funds authorize the following individuals (Users) to access the Site:

Name

Patrick Bradley

Frances Crisafulli

Nancy Curtiss

Kyle Greer

Joseph Guenther

Amy Hackett

John Kalandyk

Michelle Kelly

Joe Kolinsky

Suneeta Krishnan

Linda Markiewicz

Edward Mokoski

Jackie Porter

Nikita Thaker

Patricia Tomkievich

Lorraine Votta

28

EXHIBIT F

THIS EXHIBIT F, dated as of January 1, 2010, is Exhibit F to that certain Sub-Administration and Accounting Services Agreement dated as of January 1, 2010, by and among PNC Global Investment Servicing (U.S.) Inc., VP Distributors, Inc. and the investment companies known as the Virtus Mutual Funds.

FAIR VALUE PRICING OF FOREIGN EQUITY SECURITIES

Trigger Calculations:

PNC will calculate the following triggers each business day:

London Trigger: PNC will calculate the percentage change in the S&P Futures Index from the close of the London Stock Exchange (normally 11:30 a.m. Eastern time) to the close of the New York Stock Exchange (normally 4:00 p.m. Eastern time).

Tokyo Trigger: PNC will calculate the percentage change in S&P Futures Index from the close of the Tokyo Stock Exchange (normally 1:00 a.m. or 2:00 a.m. Eastern time) to the close of the NYSE (normally 4:00 p.m. Eastern time).

PNC will also calculate whether either the London Trigger or the Tokyo Trigger is equal to or greater than +/- 0.75% (in absolute value without rounding).

PNC will forward to VP Distributors the trigger calculations by 4:30 p.m. (Eastern Time). If VP Distributors determines that any such triggers require fair valuation of a Portfolio’s securities, VP Distributors will inform PNC by 5:00 p.m. (Eastern Time) and if PNC has timely received fair value prices for the relevant foreign equity securities (“Fair Value Prices”) from the Pricing Vendor (currently, FT Interactive Data), PNC shall use such Fair Value Prices in all relevant calculations. If VP Distributors timely informs PNC to use Fair Value Prices, but PNC does not timely receive such Fair Value Prices by the time required to report a Portfolio’s NAV to NASDAQ (or other entity), PNC will delay pricing such Portfolio until PNC receives such Fair Value Prices, unless VP Distributors otherwise instructs PNC.

Threshold Calculations:

If a particular security is to be valued with a Fair Value Price, PNC will also calculate whether the percentage change from the day’s price for such security versus the Fair Value Price exceeds the established threshold (currently, ten percent or a penny per share). If percentage change exceeds the threshold, PNC will reconfirm the Fair Value Price with the Pricing Vendor and promptly inform VP Distributors.

Fair Value Prices Not Received Due to Confidence Levels:

If VP Distributors timely informs PNC to use Fair Value Prices, but Fair Value Prices are not provided for a particular security(ies) because the confidence level for such security(ies) was not attained, PNC will perform the following additional calculations:

(a) PNC will calculate whether either the London Trigger or the Tokyo Trigger is equal to or greater than +/- 2.00% (in absolute value without rounding).

1

(b) PNC will calculate whether the percentage of securities (that could not be fair valued because the confidence levels for such security(ies) were not attained) for a particular Portfolio exceeds 5.00% of the Portfolio’s market value after application of any provided Fair Value Prices.

If either calculation is met, PNC will (i) promptly inform VP Distributors and VP Distributors will determine whether to fair value such securities using other methodologies; and (ii) delay pricing the applicable Portfolio(s) until VP Distributors provides fair value prices to PNC, unless VP Distributors otherwise instructs PNC.

Impact of Foreign Market Closures:

The following pricing procedures will be utilized if a foreign market is closed:

PNC will perform the fair value calculations as set forth above regardless of whether a foreign market is open or closed. If VP Distributors instructs PNC to use the current day’s Fair Value Price for a particular security, PNC will use such current day’s Fair Value Price. If VP Distributors does not instruct PNC to use the current day’s Fair Value Prices for a particular security, PNC will use the most recent valuation for such security. (Note: The most recent valuation could be a fair value price, as determined by these procedures, or a market price, depending on the method used for such security on the most recent trading day of the foreign exchange.)

Follow-up Reports:

Two business days after particular securities are fair-valued in accordance with these procedures, PNC will provide to VP Distributors by 12:00 p.m. (Eastern Time) an Excel file containing the following information, to the extent available:

Cusip/Sedol

Portfolio ID

Security Long Name

Country

Closing Price

Fair Value Price

Opening Price in Local Market

FV Price/Closing Price (expressed as percentage)

Opening Price/FV Price (expressed as a percentage)

Opening Price/Closing Price (expressed as a percentage)

2

Futures Contracts Selection:

Unless otherwise instructed by VP Distributors, PNC will in good faith select S&P futures contracts for such calculations. Typically, PNC will use the next most recent S&P futures contract that will expire until one week before such contract expires, at which point the next S&P futures contract will be used (i.e. “front-month” contract).

3

EXHIBIT G

VP DISTRIBUTORS, INC./VIRTUS MUTUAL FUNDS

SERVICE STANDARDS

(Standards shall be measured on a monthly basis)

FUND ACCOUNTING AND ADMINISTRATION SERVICES

CATEGORY - FUND ACCOUNTING

1. Number of accurate NAV’s reported to the Fund’s transfer agents (the “Transfer Agent”) divided by the total number of NAV’s Required to Report to the Transfer Agent (excluding Money Market Funds):                                         99.5%

• “NAV” for this purpose is class net assets divided by total class shares outstanding. An NAV is not accurate if, upon recalculation, the change in the reported extended class NAV is greater than a full penny.

• Each NAV error for a given day is treated as a single NAV error.

2. Number of accurate NAV’s Reported to NASDAQ divided by number of total NAV’s required to be reported to NASDAQ (excluding Money Market Funds):                                         98%

• NAV for this purpose is class net assets divided by total class shares outstanding. An NAV is not accurate if, upon recalculation, the NAV difference is greater than a full penny.

• Each NAV error for a given day is treated as a single NAV error.

3. Accurate and Timely Cash Availability Reports (“CAR”) to the Adviser divided by number of Portfolios requiring Cash Availability Reporting:                                         99%

• Timely CAR means, notwithstanding any other clause to the contrary, delivery controllable by PNC by 10:15 a.m. (Eastern Time)

• Accurate CAR means errors controllable by PNC that resulted in an overdraft to the Portfolios

4. Notify VP Distributors of compliance violations identified through the normal quantitative secondary compliance tests performed for each Portfolio no later than 1:00 p.m. (Eastern Time) on the second business day following the receipt of accurate and complete trade information by PNC:                                        100%

4

5. Final annual and semiannual shareholder reports shall contain no material errors:                                         100%

• For purposes of this performance standard, a “material error” shall be one that requires a re-filing or amendment of the report.

6. Forms N-CSR and N-Q will be filed in correct form as approved by VP Distributors, with no errors arising from customer signoff to filed result:                                         100%

7. Asset-based fee wires will be delivered to with no errors in calculations or wire instructions to VP Distributors by 10 a.m. on 3^rd business day

Timing:	99%
Accuracy:	100%

8. No material weaknesses in internal controls that preclude Fund auditors from providing unqualified opinion under PCAOB rules:                                         100%

Note: For purposes of the foregoing calculations, the Portfolios of the Funds will be aggregated.

5

EX-99.14

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Prospectus/Information Statement on Form N-14 of our report dated May 22, 2009 relating to the financial statements and financial highlights which appear in the March 31, 2009 Annual Report to Shareholders of Virtus Small-Cap Growth Fund and Virtus Small-Cap Sustainable Growth Fund, each a series of Virtus Equity Trust, which is also incorporated by reference into the Prospectus/Information Statement. We also consent to the reference to us under the heading “Financial Statements and Experts” in such Prospectus/Information Statement.

Philadelphia, PA

March 25, 2010

EX-99.16

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of Virtus Equity Trust, hereby constitute and appoint George R. Aylward, Kevin J. Carr and Jennifer Fromm, or any of them as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, on any or all Registration Statements, amendments thereto, including without limitation a Registration Statement on Form N-14, and such other filings as may be appropriate, with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to the merger of Virtus Small-Cap Growth Fund into Virtus Small-Cap Sustainable Growth Fund and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.

I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.

IN WITNESS WHEREOF, this 26 day of February, 2010.

/s/ George R. Aylward George R. Aylward, Trustee	/s/ James M. Oates James M. Oates, Trustee
/s/ Leroy Keith, Jr. Dr. Leroy Keith, Jr., Trustee	/s/ Richard E. Segerson Richard E. Segerson, Trustee
/s/ Philip R. McLoughlin Philip R. McLoughlin, Trustee	/s/ Ferdinand L. J. Verdonck Ferdinand L. J. Verdonck, Trustee
/s/ Geraldine M. McNamara Geraldine M. McNamara, Trustee

All signatures need not appear on the same copy of this Power of Attorney.

EX-99.17

PROXY PROXY

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 23, 2010

THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES. The undersigned shareholder(s) of the Virtus Small-Cap Growth Fund (“Small-Cap Growth”), a series of Virtus Equity Trust, revoking previous proxies, hereby appoints Kevin J. Carr, Vallerie A. Atwood and Ann Flood, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of Small-Cap Growth which the undersigned is entitled to vote, at the Special Meeting of Shareholders to be held on June 23, 2010, at the offices of Virtus Investment Partners, Inc., 100 Pearl Street, Hartford, Connecticut 06103, at 2 p.m. Eastern time, and at any adjournment thereof as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting.

Vote via the Internet: www.proxy-direct.com

Vote via the telephone: [866-241-6192]

NOTE: Please sign exactly as your name(s) appear(s) on this card. When signing as attorney, executor, administrator, trustee, guardian or as custodian for a minor, please sign your name and give your full title as such. If signing on behalf of a corporation, please sign the full corporate name and your name and indicated your title. If you are a partner signing for a partnership, please sign the partnership name, your name and indicate your title. Joint owners should each sign these instructions. Please sign, date and return.

Signature and Title, if applicable

Signature (if held jointly)

            , 2010

Date

Receipt of the Notice of the Special Meeting and the accompanying Prospectus/Proxy Statement is hereby acknowledged. The shares of Small-Cap Growth represented hereby will be voted as indicated or FOR the proposal if no choice is indicated.

Virtus Small-Cap Growth Fund

VOTING OPTIONS READ YOUR PROSPECTUS/PROXY STATEMENT AND HAVE IT AT HAND WHEN VOTING.
COMPUTER	TELEPHONE	LETTER	COURIER
VOTE ON THE INTERNET	VOTE BY PHONE	VOTE BY MAIL	VOTE IN PERSON
LOG ON TO:	CALL	VOTE, SIGN AND DATE	ATTEND SHAREHOLDER MEETING
www.proxy-direct.com FOLLOW THE ON-SCREEN INSTRUCTIONS AVAILABLE 24 HOURS	[866-241-6192] FOLLOW THE RECORDED INSTRUCTIONS AVAILABLE 24 HOURS	THIS PROXY CARD AND RETURN IN THE POSTAGE-PAID ENVELOPE	100 PEARL STREET HARTFORD, CT ON JUNE 23, 2010

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD.

The Board of Trustees recommends a vote FOR the following proposal.

PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS.

EXAMPLE:

1. To approve an Agreement and Plan of Reorganization whereby Virtus Small-Cap Sustainable Growth Fund, a series of Virtus Equity Trust, will (i) acquire all of the assets of Virtus Small-Cap Growth Fund, another series of Virtus Equity Trust; and (ii) assume all of the liabilities of Virtus Small-Cap Growth Fund.

FOR  ¨     AGAINST  ¨     ABSTAIN  ¨

COVER

Sullivan & Worcester LLP	T 202 775 1200
1666 K Street, NW	F 202 293 2275
Washington, DC 20006	www.sandw.com
March 25, 2010

VIA EDGAR

EDGAR Operations Branch

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Virtus Equity Trust

(Virtus Small-Cap Sustainable Growth Fund)

-Registration Statement on Form N-14

CIK 0000034273

Ladies and Gentlemen:

Pursuant to the Securities Act of 1933, as amended, and the General Rules and Regulations thereunder, enclosed for filing electronically is the Registration Statement on Form N-14 of Virtus Equity Trust (the “Trust”). This filing relates to the acquisition of the assets of Virtus Small-Cap Growth Fund, a series of the Trust, by and in exchange for shares of Virtus Small-Cap Sustainable Growth Fund, another series of the Trust.

Any questions or comments with respect to this filing may be directed to the undersigned at (202) 775-1227.

Very truly yours,

/s/ Arie Heijkoop, Jr.

Arie Heijkoop, Jr.

Enclosures
cc:	Kevin J. Carr, Esq.
	Ann Flood