As filed with
the Securities and Exchange Commission on November 28, 2023
File
No. 033-65137
File No. 811-07455
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
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Under the SECURITIES ACT OF 1933 |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. 132 |
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and/or |
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REGISTRATION STATEMENT |
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Under the INVESTMENT COMPANY ACT OF 1940 |
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Amendment No. 133 |
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(Check appropriate box or boxes) |
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VIRTUS OPPORTUNITIES
TRUST
(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)
Jennifer S.
Fromm, Esq.
Vice President and Senior Counsel
Virtus Investment Partners, Inc.
One Financial Plaza
Hartford, Connecticut 06103
(Name and Address of Agent for Service)
Copies of
All Correspondence to:
Mark D. Perlow, Esq.
Dechert LLP
One Bush Street, Suite 1600
San Francisco, CA 94104-4446
It is proposed
that this filing will become effective (check appropriate box):
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immediately upon filing pursuant to paragraph (b) |
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On _________________
pursuant to paragraph (b) of Rule 485 |
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60 days after filing pursuant to paragraph (a)(1) |
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on _____________ or at such later date as the Commission shall order pursuant to paragraph (a)(2) |
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75 days after filing pursuant to paragraph (a)(2) |
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on _____________ pursuant to paragraph (a)(2) of Rule 485. |
If appropriate,
check the following box:
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this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
This Post-Effective Amendment consists of the following:
| 1. |
Facing Sheet of the Registration Statement |
| 2. |
This Explanatory Note |
| 3. |
Amendments to the summary prospectus for Virtus Vontobel Emerging Markets Opportunities Fund (the “Fund”), and the Virtus Opportunities Trust (the “Trust” or “Registrant”) Statutory Prospectus and Statement of Additional Information pertaining to the Fund, each dated January 27, 2023, as supplemented, which contain disclosure changes for the Fund anticipated to become effective on January 29, 2024. |
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Part C |
| 5. |
Signature Page |
This Post-Effective Amendment No. 132 is being filed for the sole purpose
of incorporating certain disclosure changes into the Summary Prospectuses for the Fund, and the Statutory Prospectus and Statement of
Additional Information for the Trust pertaining to the Fund. But for the supplemental disclosure filed herewith, the summary prospectuses
for the Fund and the Trust’s Statutory Prospectus included in Part A and the Statement of Additional Information included in Part
B of Registrant’s Post-Effective
Amendment No. 129 to its registration statement filed on January 25, 2023, effective January 27, 2023, and supplemented on February
28, March 23, May
2, May 25, July
13, September 28, November
1, November 6, November
9, and November 13, 2023, which are
incorporated by reference herein, are unchanged.
Virtus Vontobel Emerging Markets Opportunities
Fund (the “Fund”),
a series of Virtus Opportunities Trust
Amendment dated November 28,
2023 to the Summary Prospectus and the Virtus Opportunities Trust Statutory
Prospectus pertaining to the Fund, dated January 27,
2023, as supplemented
The following changes, as approved by the Board of Trustees
of Virtus Opportunities Trust (the “Trust”) on November 15, 2023, for the Virtus Vontobel Emerging Markets Opportunities
Fund will be effective December 27, 2023.
| § | Sustainable Growth Advisers, LP (“SGA”), an affiliate of
Virtus Investment Advisers, Inc., will be managing the Fund as subadviser. |
| § | Hrishikesh Gupta, Kishore Rao, and Robert L. Rohn will be added as portfolio
managers of the Fund. |
| § | The current subadviser, Vontobel Asset Management, Inc. (“Vontobel”)
will be removed as subadviser of the Fund and all references to Vontobel as subadviser of the Fund, and to Matthew Benkendorf and
Ramiz Chelat as portfolio managers of the Fund, will be removed from the Fund’s prospectuses. |
| § | The Fund will be renamed Virtus SGA Emerging Markets Equity Fund. |
Accordingly, the following changes to the prospectus disclosure
will take effect on December 27, 2023:
Under “Fees and Expenses” in the Fund’s summary
prospectus and the summary section of the statutory prospectus, the “Annual Fund Operating Expenses” table and associated
footnotes will be replaced with the following:
Annual Fund Operating Expenses (expenses that you pay each
year as a percentage of the value of your investment) |
Class A |
Class C |
Class I |
Class R6 |
| Management Fees |
0.98% |
0.98% |
0.98% |
0.98% |
| Distribution and Shareholder Servicing (12b-1) Fees |
0.25% |
1.00% |
None |
None |
| Other Expenses |
0.36% |
0.30% |
0.27% |
0.18% |
| Total Annual Fund Operating Expenses |
1.59% |
2.28% |
1.25% |
1.16% |
| Less: Fee Waiver and/or Expense Reimbursement(b) |
(0.11)% |
(0.05)% |
(0.02)% |
(0.18)% |
| Total Annual Fund Operating Expenses After Expense Reimbursement(b) |
1.48% |
2.23% |
1.23% |
0.98% |
| (b) | The fund’s investment adviser has contractually agreed to limit the fund’s total operating
expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses
(such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses
incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired
fund fees and expenses, and dividend expenses, if any) so that such expenses do not exceed 1.48% for Class A Shares, 2.23% for
Class C Shares, 1.23% for Class I Shares and 0.98% for Class R6 Shares through January 31, 2025. Following the contractual period,
the adviser may discontinue these expense reimbursement arrangements at any time. Under certain conditions, the adviser may recapture
operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver
or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time
of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. |
Under “Fees and Expenses,” the “Example”
table will be replaced with the following:
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Share Status |
1 Year |
3 Years |
5 Years |
10 Years |
| Class A |
Sold or Held |
$692 |
$1,014 |
$1,359 |
$2,328 |
| Class C |
Sold |
$326 |
$708 |
$1,216 |
$2,613 |
| Held |
$226 |
$708 |
$1,216 |
$2,613 |
| Class I |
Sold or Held |
$125 |
$395 |
$684 |
$1,510 |
| Class R6 |
Sold or Held |
$100 |
$351 |
$622 |
$1,395 |
In the summary prospectus and in the summary section of the
statutory prospectus, the “Management” section will be replaced in its entirety with the following:
The fund’s investment adviser is Virtus Investment
Advisers, Inc. (“VIA”).
The fund’s subadviser is Sustainable Growth Advisers,
LP (“SGA”), an affiliate of VIA.
Portfolio Management
> Hrishikesh Gupta, Analyst, Portfolio
Manager, Principal and a member of the Investment Committee at SGA. Mr. Gupta has served as a Portfolio Manager of the fund since
December 2023.
> Kishore Rao, Analyst, Portfolio
Manager, Principal and a member of the Investment Committee at SGA. Mr. Rao has served as a Portfolio Manager of the fund since
December 2023.
> Robert L. Rohn, Portfolio Manager
and co-founder of SGA. Mr. Rohn has served as a Portfolio Manager of the fund since December 2023.
On page 80 of the statutory prospectus, in the table in the
section “More Information About Fund Expenses,” the row corresponding to the Fund will be replaced with the following
and a new footnote will be added after the table:
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Class A
Shares |
Class C
Shares |
Class I
Shares |
Class R6
Shares |
| Virtus SGA Emerging Markets Equity Fund* |
1.48% |
2.23% |
1.23% |
0.98% |
* Contractual through January 31, 2025.
On page 114 of the statutory prospectus, under “The Adviser”,
the row referencing the Fund in the table listing subadvisers of the funds of the Trust will be replaced with the following:
| Virtus SGA Emerging Markets Equity Fund |
SGA |
In the statutory prospectus under “The Subadvisers”
beginning on page 115, the disclosure referencing Vontobel on page 116 of the statutory prospectus will be removed and the following
disclosure will be added for SGA:
SGA, an affiliate
of VIA, is located at 301 Tresser Boulevard, Suite 1310, Stamford, CT 06901. SGA was co-founded by George P. Fraise, Gordon M.
Marchand, and Robert L. Rohn in 2003. SGA is a registered investment advisor and provides investment advice to institutional and
individual clients, private investment companies and mutual funds. As of September 30, 2023, SGA managed approximately $23.0
billion, of which $20.7 billion was regulatory assets under management and $2.3
billion was model/emulation assets under contract. Model/emulation assets refer to assets
that SGA is under contract to deliver a model portfolio to and are not considered regulatory assets under management.
Additionally, the following replaces the row in the table referencing
the Fund on page 116:
| Virtus SGA Emerging Markets Equity Fund |
50% of net investment management fee |
On page 119 of the statutory prospectus, in the section “Portfolio
Management”, the disclosure regarding Vontobel will be deleted and a new subsection entitled “SGA” will be added
with the following row referencing the Fund:
| Virtus SGA Emerging Markets Equity Fund |
Hrishikesh Gupta (since December 2023)
Kishore Rao (since December 2023)
Robert L. Rohn (since December 2023)
|
Additionally, the following disclosure will be added below the
table showing portfolio managers at SGA:
Hrishikesh Gupta. Mr. Gupta is an
Analyst, Portfolio Manager, Principal and a member of the Investment Committee at SGA. Prior to joining the firm in 2014, he was
a Senior Analyst at MDR Capital Management and an Investment Banking Associate at Bank of America Merrill Lynch. Prior to that,
Mr. Gupta spent three years in the industry as a Product and Program Manager at Amazon.com and, as part of their strategic executive
division, led the launch of Amazon’s Japanese and German merchant platforms.
Kishore Rao. Mr. Rao is an Analyst,
Portfolio Manager, Principal and a member of the Investment Committee at SGA. Prior to joining the firm in 2004, he was a member
of the investment team at Trident Capital, an Investment
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Analyst at Tiger Management and an Analyst at Wellington
Management. Mr. Rao was a Founder and General Manager of the Street Events division of Corporate Communications Broadcast Network.
Robert L. Rohn. Mr. Rohn is a Portfolio
Manager and a member of the firm’s Investment Committee. Prior to co-founding SGA in 2003, Mr. Rohn was a portfolio manager
and principal with W.P Stewart & Co, Ltd. (“W.P. Stewart”), an investment advisory firm noted for managing large-cap
growth stock portfolios. During his twelve-year tenure with W.P. Stewart, he was CEO of the firm’s core U.S. investment business
and served as Chairman of the firm’s Management Committee. From 1988 through 1991, he was a Vice President with Yeager, Wood & Marshall, Inc., where he was a member of the Investment Policy Committee with responsibilities in equity analysis and portfolio
management.
Additionally, the following changes to the prospectus
disclosure will be effective January 29, 2024:
The disclosure regarding the Fund’s principal investment
strategies in the summary prospectus and the summary section of the statutory prospectus will be replaced in its entirety as follows:
Under normal circumstances, the fund invests at
least 80% of its assets in equity securities or equity-linked instruments of issuers located in emerging markets countries; such
issuers may be of any capitalization. Equity-linked instruments are instruments issued by financial institutions or special purpose
entities located in foreign countries to provide the synthetic economic performance of a referenced equity security; these securities
are valued at market value for purposes of the fund’s requirement to invest 80% of its assets in emerging markets countries.
SGA generally considers emerging markets countries to be those included in the MSCI Emerging Markets Index. As of the date of this
prospectus, SGA considers issuers to be “located in” emerging markets if an issuer: (i) is organized in emerging markets,
(ii) is headquartered in emerging markets, or (iii) has “significant exposure” to emerging markets. SGA considers an
issuer as having “significant exposure” to emerging markets if it derives at least 50% of its revenue from emerging
markets countries.
SGA uses an investment
process to identify companies that it believes have a high degree of predictability, strong profitability and above average earnings
and cash flow growth. SGA selects investments for the fund’s portfolio that it believes have superior long-term earnings
prospects and attractive valuation. To the extent consistent with the fund’s investment objective and strategies, the subadviser
will consider as an element of its investment research and decision-making processes for the
fund any environmental, social and/or governance (“ESG”) factors that the subadviser believes may influence risks and
opportunities of companies under consideration. However, the pursuit of ESG-related goals is not the fund’s investment objective,
nor one of its investment strategies. Therefore, ESG factors by themselves are not expected to determine investment decisions for
the fund. The fund’s equity investments may include common stocks, preferred stocks, securities convertible into or exchangeable
for common stocks, and depositary receipts. The fund may invest in companies of all market capitalizations. The fund will allocate
its assets among various regions and countries (but no fewer than three countries). From time to time, the fund may have a significant
portion of its assets invested in the securities of companies in only a few countries and one or a few regions. Although the fund
seeks investments across a number of sectors, from time to time, the fund may have significant positions in particular sectors.
SGA will sell a portfolio holding when it believes
the security’s fundamentals deteriorate, its valuation is no longer attractive, or a better investment opportunity arises.
The disclosure under “Principal Risks” in the summary
prospectus and in the summary section of the statutory prospectus will be restated as follows:
| > | Equity Securities Risk.
The value of the stocks held by the fund may be negatively
affected by the financial market, industries in which the fund invests, or issuer-specific events. Focus on a particular style
or in small or medium-sized companies may enhance that risk. |
| > | Foreign Investing Risk. Investing in
foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less
publicly available information about the foreign investment; and political, regulatory, economic, and market risk. |
| > | Emerging Market Risk. Emerging markets
securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established
foreign markets. |
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| > | Geographic Concentration Risk. A fund
that focuses its investments in a particular geographic location will be sensitive to financial, economic, political and other
events negatively affecting that location and may cause the value of the fund to decrease, perhaps significantly. |
| > | Sector Focused Investing Risk. Events
negatively affecting a particular market sector in which the fund focuses its investments may cause the value of the fund’s
shares to decrease, perhaps significantly. |
| > | Convertible Securities Risk. The value
of a convertible security may decline as interest rates rise and/or vary with fluctuations in the market value of the underlying
securities. The security may be called for redemption at a time and/or price unfavorable to the fund. |
| > | Currency Rate Risk. Fluctuations in
the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares. |
| > | Depositary Receipts Risk. Investments
in foreign companies through depositary receipts may expose the fund to the same risks as direct investments in securities of foreign
issuers. |
| > | ESG Risk. The fund’s consideration
of ESG factors could cause the fund to perform differently from other funds. While the subadviser believes that the integration
of ESG factors into the fund’s investment process has the potential to contribute to performance, ESG factors may not be
considered for every investment decision and there is no guarantee that the integration of ESG factors will result in better performance. |
| > | Growth Stocks Risk. The fund’s
investments in growth stocks may be more volatile than investments in other types of stocks, or may perform differently from the
market as a whole and from other types of stocks. |
| > | Large Market Capitalization Companies Risk.
The value of investments in larger companies may not rise as much as smaller companies, or larger companies may be unable to respond
quickly to competitive challenges, such as changes in technology and consumer tastes. |
| > | Market Volatility Risk. The value of
the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions.
Price changes may be short- or long-term. Local, regional or global events such as war or military conflict (e.g. Russia’s
invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events
could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio
manager(s) to invest the fund’s assets as intended. |
| > | Preferred Stocks Risk. Preferred stocks
may decline in price, fail to pay dividends when expected, or be illiquid. |
| > | Redemption Risk. One or more large
shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders
in the fund by causing the fund to take actions it would not otherwise have taken. |
| > | Small and Medium Market Capitalization Companies
Risk. The fund’s investments in small and medium market capitalization
companies may increase the volatility and risk of loss to the fund, as compared with investments in larger, more established companies. |
In the section “More Information about Risks Related to
Principal Investment strategies” the disclosure relating to the fund under “Principal Investment Strategies”
starting on page 97 of the statutory prospectus will be replaced with the following:
Under normal circumstances, the fund invests
at least 80% of its assets in equity securities or equity-linked instruments of issuers located in emerging markets countries;
such issuers may be of any capitalization. Equity-linked instruments are instruments issued by financial institutions or special
purpose entities located in foreign countries to provide the synthetic economic performance of a referenced equity security; these
securities are valued at market value for purposes of the fund’s requirement to invest 80% of its assets in emerging markets
countries. SGA generally considers emerging markets countries to be those included in the MSCI Emerging Markets Index. As of the
date of this prospectus, SGA considers issuers to be “located in” emerging markets if an issuer: (i) is organized in
emerging markets, (ii) is headquartered in emerging markets, or (iii) has “significant exposure” to emerging markets.
SGA considers an issuer as having “significant exposure” to emerging markets if it derives at least 50% of its revenue
from emerging markets countries.
SGA uses an investment process to identify companies
that it believes have a high degree of predictability, strong profitability and above average earnings and cash flow growth. SGA
selects investments for the fund’s portfolio that it believes have superior long-term earnings prospects and attractive valuation.
To the extent consistent with
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the fund’s investment objective and strategies,
the subadviser will consider as an element of its investment research and decision-making processes for the fund any environmental,
social and/or governance (“ESG”) factors that the subadviser believes may influence risks and opportunities of companies
under consideration. However, the pursuit of ESG-related goals is not the fund’s investment objective, nor one of its investment
strategies. Therefore, ESG factors by themselves are not expected to determine investment decisions for the fund. The fund’s
equity investments may include common stocks, preferred stocks, securities convertible into or exchangeable for common stocks,
and depositary receipts. The fund may invest in companies of all market capitalizations. The fund will allocate its assets among
various regions and countries (but no fewer than three countries). From time to time, the fund may have a significant portion of
its assets invested in the securities of companies in only a few countries and one or a few regions. Although the fund seeks investments
across a number of sectors, from time to time, the fund may have significant positions in particular sectors.
SGA will sell a portfolio holding when it believes
the security’s fundamentals deteriorate, its valuation is no longer attractive, or a better investment opportunity arises.
Temporary Defensive Strategy: During periods
of adverse market conditions, the fund may take temporary defensive positions that are inconsistent with its principal investment
strategies by holding all or part of its assets in cash or short-term money market instruments including obligations of the U.S.
Government, high-quality commercial paper, certificates of deposit, bankers acceptances, bank interest-bearing demand accounts,
and repurchase agreements secured by U.S. Government securities. When this allocation happens, the fund may not achieve its objective.
Please see “More Information About Risks
Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional
Risks Associated with Investment Techniques and Fund Operations” for other investment techniques of the fund.
In the section “More Information About Risks Related to
Principal Investment Strategies” the table beginning on page 101 of the statutory prospectus will be amended by changing
the entries for the fund to reflect an “X” in the row for each of Equity Securities, Foreign Investing, Emerging Market
Investing, Geographic Concentration, Sector Focused Investing, Convertible Securities, Currency Rate, Depositary Receipts, ESG
Consideration, Growth Stocks, Large Market Capitalization Companies Risk, Market Volatility Risk, Preferred Stocks Risk, Redemption
Risk and Small and Medium Market Capitalization Companies Risk.
In the section “More Information About Risks Related to
Principal Investment Strategies” the following is added after the table beginning on page 101 of the statutory prospectus:
Convertible Securities
Convertible securities are bonds, debentures, notes,
preferred stock, rights, warrants or other securities that may be converted into or exchanged for a prescribed amount of common
stock or other security of the same or a different issuer or into cash within a particular period of time at a specified price
or formula. A convertible security generally entitles the holder to receive interest paid or accrued on debt instruments or the
dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. If a convertible
security is called for redemption, the respective fund may have to redeem the security, convert it into common stock or sell it
to a third party at a price and time that is not beneficial for the fund. The value of convertible securities tends to decline
as interest rates rise and, because of the conversion feature, tends to vary with fluctuations in the market value of the underlying
securities. Securities convertible into common stocks may have higher yields than common stocks but lower yields than comparable
nonconvertible securities.
ESG Consideration
A fund’s consideration of ESG factors could
cause it to perform differently compared to funds that do not use such considerations. The relevance and weightings of specific
ESG factors may vary across asset classes, sectors and strategies and no one factor is determinative. ESG factors are qualitative
and subjective by nature and there are significant differences in interpretations of what it means for a company to have positive
or negative ESG factors. There is no guarantee that the factors utilized by a fund’s subadviser or any judgment exercised
by the subadviser will reflect the opinions of any particular investor, and the factors analyzed by the subadviser may
5
differ from the factors any particular investor
considers relevant in evaluating ESG practices. When integrating ESG factors into the investment process, the subadviser may rely
on third-party data that it believes to be reliable, but it does not guarantee the accuracy of such third-party data. ESG information
from third-party data providers may be incomplete, inaccurate or unavailable, which may adversely impact the investment process.
Moreover, the current lack of common standards may result in different approaches to integrating ESG factors. As a result, the
funds may invest in companies that do not reflect the beliefs and values of any particular investor.
The ESG factors that may be evaluated as part of
a fund’s investment process are anticipated to evolve over time and one or more characteristics may not be relevant with
respect to all issuers that are eligible for investment. Further, the regulatory landscape with respect to ESG integration in the
United States is still developing and future rules and regulations may require a fund to modify or alter its investment process
with respect to ESG integration.
Sector Focused Investing
The value of the investments of a fund that focuses
its investments in a particular market sector will be highly sensitive to financial, economic, political and other developments
affecting that market sector, and conditions that negatively impact that market sector will have a greater impact on the fund as
compared with a fund that does not have its holdings similarly focused. Events negatively affecting the market sectors in which
a fund has invested are therefore likely to cause the value of the fund’s shares to decrease, perhaps significantly.
The following will be added as a sub-risk of Equity
Securities:
Growth Stocks Risk. Growth stocks
can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks.
Growth stocks also tend to be more expensive relative to their earnings or assets compared to other types of stocks, and as a result
they tend to be sensitive to changes in their earnings and more volatile than other types of stocks.
All other disclosure concerning the Fund, including fees and
expenses, will remain unchanged from the prospectuses dated January 27, 2023, as supplemented.
6
Virtus Vontobel Emerging Markets Opportunities
Fund (the “Fund”),
a series of Virtus Opportunities Trust
Amendment dated November 28, 2023 to the
Statement of Additional Information (“SAI”)
for Virtus Opportunities Trust pertaining to the Fund, dated January 27, 2023, as supplemented
The following changes to the disclosure in the SAI will take
effect on December 27, 2023:
In the “Glossary” beginning on page 3, the entry
for “EM Opportunities Fund,” and the references to EM Opportunities Fund within the “Vontobel” and “Vontobel
Funds” definitions will be removed, and the following entries will be added:
| EM Equity Fund |
Virtus SGA Emerging Markets Equity Fund |
| SGA |
Sustainable Growth Advisers, LP, subadviser to the EM Equity Fund and an affiliate of Virtus |
In the Non-Public Portfolio Holdings Information table on page
12, the reference to EM Opportunities Fund in the entry pertaining to Vontobel will be removed.
Also in the Non-Public Portfolio Holdings Information table,
the following entry will be added:
| Subadviser (EM Equity Fund) |
SGA |
Daily, with no delay |
Under “Proxy Voting Policies” beginning on page
84, the following disclosure will be added:
EM Equity Fund
SGA has adopted proxy voting policies
and procedures (the “Policies and Procedures”) designed to ensure that SGA votes in a manner that is in the best interests
of its clients. SGA will consider only those factors that relate to the client’s investment, including how its vote will
economically impact and affect the value of the client’s investment. Generally, votes will be cast in favor of proposals that maintain
or strengthen the shared interests of shareholders and management, increase shareholder value, and maintain or increase the rights
of shareholders, while votes will be cast against proposals having the opposite effect. In voting on each and every issue, SGA
shall vote in a prudent and diligent fashion and only after a careful evaluation of the issue presented on the ballot. The Policies
and Procedures allow SGA to utilize a third party vendor for voting on behalf of clients consistent with the Policies and Procedures.
The Policies and Procedures address
conflicts of interest or potential conflicts of interest relating to proxy proposals. A member of SGA’s Investment Committee
is responsible for identifying potential conflicts of interest. Where appropriate, SGA will use one of the following methods to
resolve such conflicts, provided such method results in a decision to vote the proxies that is based on the clients’ best
interest and is not the product of the conflict:
| |
1. |
provide the client with sufficient information regarding the shareholder vote and SGA’s potential conflict to the client and obtain the client’s consent before voting; |
| |
2. |
vote securities based on a pre-determined voting policy; |
| |
3. |
vote securities based upon the recommendations of an independent third party; or |
| |
4. |
request that the client engage another party to determine how the proxies should be voted. |
A complete copy of SGA’s
current Proxy Voting Policies and Procedures may be obtained by sending a written request to firm@sgadvisers.com or 301 Tresser
Boulevard, Suite 1310, Stamford, Connecticut 06901.
On page 89, in the table listing contractual expense limitations,
the row corresponding to the Fund will be replaced with the following and a new footnote will be added after the table:
| |
Class A
Shares |
Class C
Shares |
Class I
Shares |
Class R6
Shares |
| Virtus SGA Emerging Markets Equity Fund* |
1.48% |
2.23% |
1.23% |
0.98% |
* Contractual through January 31, 2025.
On page 91, in the section “Subadvisers
and Subadvisory Agreements,” the reference to EM Opportunities Fund in the subsection pertaining to Vontobel will be removed.
In addition, the following disclosure will be added:
SGA — EM Equity Fund
SGA, an affiliate of VIA, is located
at 301 Tresser Boulevard, Suite 1310, Stamford, CT 06901. SGA was co-founded by George P. Fraise, Gordon M. Marchand, and Robert
L. Rohn in 2003. SGA is a registered investment advisor and provides
investment advice to
institutional and individual clients, private investment companies and mutual funds. As of September 30, 2023, SGA managed approximately
$22.5 billion, of which $20.2 billion was regulatory assets under management and $2.3 billion was model/emulation assets under
contract. Model/emulation assets refer to assets that SGA is under contract to deliver a model portfolio to and are not considered
regulatory assets under management.
For its services as subadviser,
the Adviser pays SGA a fee at the rate of 50% of the net advisory fee paid by ethe EM Equity Fund.
In the table in the “Portfolio Managers”
section under the sub-heading “Other Accounts Managed by Portfolio Managers and Potential Conflicts of Interest” on
page 101, the row for the Fund is replaced in its entirety with the following:
| EM Equity Fund |
Hrishikesh Gupta
Kishore Rao
Robert L. Rohn
|
The disclosure in the “Other Accounts Managed (No Performance
Based Fees)” table on page 102 of the SAI will be updated to add rows showing the information for Mr. Gupta, Mr. Rao and
Mr. Rohn and adding an associated footnote: [TO BE UPDATED BY AMENDMENT]
| |
Registered Investment
Companies
|
|
Other Pooled Investment
Vehicles
|
|
Other Accounts |
|
Portfolio
Manager
|
Number of
Accounts
|
Total
Assets
($ million)
|
|
Number of
Accounts
|
Total
Assets
($ million)
|
|
Number of Accounts |
Total Assets
($ million)
|
| Hrishikesh Gupta (*) |
[__] |
[__] |
|
[__] |
[__] |
|
[__] |
[__] |
| Kishore Rao (*) |
[__] |
[__] |
|
[__] |
[__] |
|
[__] |
[__] |
| Robert L. Rohn (*) |
[__] |
[__] |
|
[__] |
[__] |
|
[__] |
[__] |
| * | As of [___________]. Mr. Gupta, Mr. Rao and Mr. Rohn will become portfolio managers of the EM Equity
Fund on December 27, 2023 |
The disclosure in the “Other Accounts Managed (With Performance
Based Fees)” table on page 102 of the SAI will be amended by adding rows showing the information for Mr. Gupta, Mr. Rao and
Mr. Rohn and an associated footnote: [TO BE UPDATED BY AMENDMENT]
| |
Registered Investment
Companies
|
|
Other Pooled Investment
Vehicles
|
|
Other Accounts |
|
Portfolio
Manager
|
Number of
Accounts
|
Total Assets
($ million)
|
|
Number of
Accounts
|
Total Assets
($ million)
|
|
Number of Accounts |
Total
Assets
($ million)
|
| Hrishikesh Gupta (**) |
[__] |
[__] |
|
[__] |
[__] |
|
[__] |
[__] |
| Kishore Rao (**) |
[__] |
[__] |
|
[__] |
[__] |
|
[__] |
[__] |
| Robert L. Rohn (**) |
[__] |
[__] |
|
[__] |
[__] |
|
[__] |
[__] |
| ** | As of [___________]. Mr. Gupta, Mr. Rao and Mr. Rohn will become portfolio managers of the EM Equity
Fund on December 27, 2023 |
Also in the “Portfolio Managers” section, under
the sub-header “Portfolio Manager Compensation” beginning on page 103, the following paragraph will be added:
Compensation Structure for SGA
SGA has adopted a system of compensation for portfolio
managers that seeks to align the financial interests of the investment professionals with those of SGA. The compensation of each
of SGA’s three principals/portfolio managers is based upon (i) a fixed base compensation and (ii) SGA’s financial performance.
SGA’s compensation arrangements with its investment professionals are not determined on the basis of specific funds or accounts
managed by the investment professional. All investment professionals receive customary benefits that are offered generally to all
salaried employees of SGA.
The disclosure in the table under “Portfolio Manager Fund
Ownership” beginning on page 104 of the SAI will be amended by removing the information regarding EM Opportunities Fund in
the rows for Mr. Benkendorf and Mr. Chelat. In addition, rows showing the information for Mr. Gupta, Mr. Rao and Mr. Rohn will
be added to reflect the following information and an associated footnote: [TO BE UPDATED BY AMENDMENT]
2
| Portfolio Manager |
Fund |
Dollar Range of Equity
Securities Beneficially
Owned in Fund Managed
|
Dollar Range of Equity
Securities Beneficially
Owned in Similar
Investment Strategies |
| Hrishikesh Gupta (*) |
EM Equity Fund |
[__] |
[__] |
| Kishore Rao (*) |
EM Equity Fund |
[__] |
[__] |
| Robert L. Rohn (*) |
EM Equity Fund |
[__] |
[__] |
(*) As of
[___________]. Mr. Gupta, Mr. Rao and Mr. Rohn will become portfolio managers of the EM Equity Fund on December 27, 2023
Appendix B, “Control Persons and Principal Shareholders,”
will be updated by amendment.
All other disclosure concerning the fund, including fees and
expenses, remains unchanged from the SAI dated January 27, 2023, as supplemented.
3
VIRTUS OPPORTUNITIES TRUST
PART C—OTHER INFORMATION
| (a) | Amended Declaration of Trust. |
| 1. | Amended
and Restated Agreement and Declaration of Trust dated March 1, 2001, filed via EDGAR (as Exhibit a) with Post-Effective Amendment
No. 12 (File No. 033-65137) on January 25, 2002, and incorporated herein by reference. |
| | | |
| 2. | Amendment
to the Declaration of Trust of Virtus Opportunities Trust (“VOT” or the “Registrant”), dated November 16,
2006, filed via EDGAR (as Exhibit a.2) with Post-Effective Amendment No. 23 (File No. 033-65137) on January 30, 2007, and
incorporated herein by reference. |
| | | |
| 3. | Second
Amendment to the Declaration of Trust of VOT, dated August 20, 2015, filed via EDGAR (as Exhibit a.3) with Post-Effective Amendment
No. 85 (File No. 033-65137) on January 27, 2016, and incorporated herein by reference. |
| | | |
| 4. | Third
Amendment to the Declaration of Trust of VOT, dated November 17, 2016, filed via EDGAR (as Exhibit a.4) with Post-Effective Amendment
No. 92 (File No. 033-65137) on January 20, 2017, and incorporated herein by reference. |
| | | |
| 5. | Fourth
Amendment to the Declaration of Trust of VOT, dated June 2, 2017, filed via EDGAR (as Exhibit a.5) with Post-Effective Amendment
No. 96 (File No. 033-65137) on January 26, 2018, and incorporated herein by reference. |
| 1. | Amended
and Restated By-Laws dated November 16, 2005, filed via EDGAR (as Exhibit b.1) with Post-Effective Amendment No. 23 (File
No. 033-65137) on January 30, 2007, and incorporated herein by reference. |
| | | |
| 2. | Amendment
No. 1 to the Amended and Restated By-Laws of the Registrant, dated August 23, 2006, filed via EDGAR (as Exhibit b.2) with
Post-Effective Amendment No. 23 (File No. 033-65137) on January 30, 2007, and incorporated herein by reference. |
| | | |
| 3. | Amendment
No. 2 to the Amended and Restated By-Laws of the Registrant, dated November 17, 2011, filed via EDGAR (as Exhibit b.3) with Post-Effective
Amendment No. 51 (File No. 033-65137) on January 27, 2012, and incorporated herein by reference. |
| | | |
| 4. | Amendment
No. 3 to the Amended and Restated By-Laws of the Registrant, dated November 16, 2022, filed via EDGAR (as Exhibit b.4) with Post-Effective
Amendment No. 129 (File No. 033-65137) on January 27, 2023, and incorporated herein by reference. |
| (c) | See Articles III, V, VI and VIII of Registrant’s Agreement and
Declaration of Trust and Articles II and VII of Registrant’s Bylaws, each as amended. |
| (d) | Investment Advisory Contracts. |
| b) | Second
Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA, dated June 27, 2007, filed via
EDGAR (as Exhibit d.8) with Post-Effective Amendment No. 27 (File No. 033-65137) on September 24, 2007, and incorporated herein
by reference. |
| | | |
| c) | Third
Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA dated September 24, 2007, filed
via EDGAR (as Exhibit d.14) with Post-Effective Amendment No. 28 (File No. 033-65137) on November 14, 2007, and incorporated
herein by reference. |
| | | |
| d) | Fourth
Amendment to Amended and Restated Investment Advisory Agreement, between the Registrant and VIA effective as of January 31,
2008, filed via EDGAR (as Exhibit d.20) with Post-Effective Amendment No. 29 (File No. 033-65137) on January 28, 2008, and
incorporated herein by reference. |
| | | |
| e) | Fifth
Amendment to Amended and Restated Investment Advisory Agreement, by and between the Registrant and VIA effective as of October 1,
2008, filed via EDGAR (as Exhibit d.18) with Post-Effective Amendment No. 32 (File No. 033-65137) on January 28, 2009, and incorporated
herein by reference. |
| | | |
| f) | Sixth
Amendment to Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of March 2, 2009,
filed via EDGAR (as Exhibit d.21) with Post-Effective Amendment No. 34 (File No. 033-65137) on October 1, 2009, and incorporated
herein by reference. |
| | | |
| g) | Seventh
Amendment to Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of May 29, 2009,
filed via EDGAR (as Exhibit d.22) with Post-Effective Amendment No. 34 (File No. 033-65137) on October 1, 2009, and incorporated
herein by reference. |
| | | |
| h) | Eighth
Amendment to Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of September 29,
2009, filed via EDGAR (as Exhibit d.26) with Post-Effective Amendment No. 34 (File No. 033-65137) on October 1, 2009, and incorporated
herein by reference. |
| | | |
| i) | Ninth
Amendment to Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of January 1, 2010,
filed via EDGAR (as Exhibit d.33) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011, and incorporated
herein by reference. |
| | | |
| j) | Tenth
Amendment to Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of June 30, 2010,
filed via EDGAR (as Exhibit d.34) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011, and incorporated
herein by reference. |
| | | |
| k) | Eleventh
Amendment to Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of September 14,
2010, filed via EDGAR (as Exhibit d.35) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011, and incorporated
herein by reference. |
| | | |
| l) | Twelfth
Amendment to Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of January 1, 2011,
filed via EDGAR (as Exhibit d.31) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012, and incorporated
herein by reference. |
| | | |
| m) | Thirteenth
Amendment to Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of March 15, 2011,
filed via EDGAR (as Exhibit d.32) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012, and incorporated
herein by reference. |
| n) | Fourteenth
Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA effective as of February 6, 2012, filed
via EDGAR (as Exhibit d.15) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013, and incorporated herein
by reference. |
| | | |
| o) | Fifteenth
Amendment to the Amended and Restated Investment Advisory Agreement between Registrant and VIA effective as of August 28, 2012,
filed via EDGAR (as Exhibit d.16) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013, and incorporated
herein by reference. |
| | | |
| p) | Sixteenth
Amendment to the Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of December
18, 2012, filed via EDGAR (as Exhibit d.17) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013, and
incorporated herein by reference. |
| | | |
| q) | Seventeenth
Amendment to the Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of June 10,
2013, filed via EDGAR (as Exhibit d.18) with Post-Effective Amendment No. 64 (File No. 033-65137) on June 10, 2013, and incorporated
herein by reference. |
| | | |
| r) | Eighteenth
Amendment to the Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of December
18, 2013, filed via EDGAR (as Exhibit d.1.r) with Post-Effective Amendment No. 70 (File No. 033-65137) on January 27, 2014, and
incorporated herein by reference. |
| | | |
| s) | Nineteenth
Amendment to the Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of November
13, 2014, filed via EDGAR (as Exhibit d.1.s) with Post-Effective Amendment No. 75 (File No. 033-65137) on November 12, 2014, and
incorporated herein by reference. |
| | | |
| t) | Twentieth
Amendment to the Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of January
6, 2015, filed via EDGAR (as Exhibit d.1.t) with Post-Effective Amendment No. 82 (File No. 033-65137) on March 13, 2015, and incorporated
herein by reference. |
| | | |
| u) | Twenty-First
Amendment to the Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of March 19,
2015, filed via EDGAR (as Exhibit d.1.u) with Post-Effective Amendment No. 82 (File No. 033-65137) on March 13, 2015, and incorporated
herein by reference. |
| | | |
| v) | Twenty-Second
Amendment to the Amended and Restated Investment Advisory Agreement, by and between the Registrant and VIA effective as of May
11, 2015, filed via EDGAR (as Exhibit d.1.v) with Post-Effective Amendment No. 85 (File No. 033-65137) on January 27, 2016, and
incorporated herein by reference. |
| | | |
| w) | Twenty-Third
Amendment to the Amended and Restated Investment Advisory Agreement, by and between the Registrant and VIA effective as of February
8, 2016, filed via EDGAR (as Exhibit d.1.w) with Post-Effective Amendment No. 88 (File No. 033-65137) on September 23, 2016, and
incorporated herein by reference. |
| | | |
| x) | Twenty-Fourth
Amendment to the Amended and Restated Investment Advisory Agreement, by and between the Registrant and VIA effective as of January
9, 2017, filed via EDGAR (as Exhibit d.1.x) with Post-Effective Amendment No. 92 (File No. 033-65137) on January 20, 2017, and
incorporated herein by reference. |
| | | |
| y) | Twenty-Fifth
Amendment to the Amended and Restated Investment Advisory Agreement, by and between the Registrant and VIA, effective as of January
1, 2018, filed via EDGAR (as Exhibit d.1.y) with Post-Effective Amendment No. 96 (File No. 033-65137) on January 26, 2018, and
incorporated herein by reference. |
| z) | Twenty-Sixth
Amendment to the Amended and Restated Investment Advisory Agreement, by and between the Registrant and VIA, effective September
30, 2019, filed via EDGAR (as Exhibit d.1.z) with Post-Effective Amendment No. 105 (File No. 033-65137) on September 30, 2019,
and incorporated herein by reference. |
| | | |
| aa) | Twenty-Seventh
Amendment to the Amended and Restated Investment Advisory Agreement, by and between the Registrant and VIA, effective December
1, 2020, filed via EDGAR (as Exhibit d.1.aa) with Post-Effective Amendment No. 116 (File No. 033-65137) on January 25, 2021, and
incorporated herein by reference. |
| | | |
| a) | First
Amendment to Investment Advisory Agreement between VIT (since assigned to the Registrant) and VIA, dated January 1, 2010, filed
via EDGAR (as Exhibit d.7) with VIT’s Post-Effective Amendment No. 50 (File No. 033-64915) on February 25, 2010, and incorporated
herein by reference. |
| | | |
| b) | Corrected
Second Amendment to Investment Advisory Agreement between the Registrant (as assigned by VIT) and VIA, dated December 1, 2018,
filed via EDGAR (as Exhibit d.2.b) with Post-Effective Amendment No. 113 (File No. 033-65137) on July 2, 2020, and incorporated
herein by reference. |
| | | |
| c) | Third
Amendment to Investment Advisory Agreement between the Registrant (as assigned by VIT) and VIA, dated January 28, 2020, filed via
EDGAR (as Exhibit d.2.c) with Post-Effective Amendment No. 109 (File No. 033-65137) on January 22, 2020, and incorporated herein
by reference. |
| 3. | Investment
Advisory Agreement between Registrant and Virtus Alternative Investment Advisers Inc. (“VAIA”) effective April 4, 2022,
with respect to Virtus Stone Harbor Emerging Markets Bond Fund (f/k/a Virtus Stone Harbor Emerging Markets Corporate Debt Fund)
(“Emerging Markets Bond Fund”), Virtus Stone Harbor Emerging Markets Debt Income Fund (f/k/a Virtus Stone Harbor Emerging
Markets Debt Fund) (“Emerging Markets Debt Income Fund”), Virtus Stone Harbor Emerging Markets Debt Allocation Fund
(“Emerging Markets Debt Allocation Fund”), Virtus Stone Harbor High Yield Bond Fund (“SH High Yield Fund”),
Virtus Stone Harbor Local Markets Fund (“Local Markets Fund”) and Virtus Stone Harbor Strategic Income Fund (“Strategic
Income Fund”) (each a “SHIP Fund” and collectively, the “SHIP Funds”) filed via EDGAR (as Exhibit
d.5) with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference.
|
| | | |
| 4. | Subadvisory
Agreement dated June 27, 2007, among VIA, Duff & Phelps Investment Management Co. (“Duff & Phelps”) and
VOT on behalf of Virtus Duff & Phelps Global Infrastructure Fund (f/k/a Phoenix Global Utilities Fund and Virtus Global Infrastructure
Fund)(“Global Infrastructure Fund”) and Virtus Duff & Phelps Real Estate Securities Fund (f/k/a Phoenix Real Estate
Securities Fund and Virtus Real Estate Securities Fund)(“Real Estate Securities Fund”), filed via EDGAR (as Exhibit
d.9) with Post-Effective Amendment No. 27 (File No. 033-65137) on September 24, 2007, and incorporated herein by reference. |
| a) | First
Amendment to Subadvisory Agreement dated September 24, 2007, among VIA, Duff & Phelps and VOT on behalf of Virtus Duff & Phelps International Real Estate Securities Fund (f/k/a Phoenix International Real Estate Securities Fund and Virtus International
Real Estate Securities Fund)(“International Real Estate Securities Fund”), filed via EDGAR (as Exhibit d.16) with Post-Effective
Amendment No. 28 (File No. 033-65137) on November 14, 2007, and incorporated herein by reference. |
| | | |
| b) | Second
Amendment to Subadvisory Agreement dated March 2, 2009, among VIA, Duff & Phelps and VOT on behalf of Virtus Duff & Phelps
Global Real Estate Securities Fund (f/k/a Virtus Global Real Estate Securities Fund)(“Global Real Estate Securities Fund”)
filed via EDGAR (as Exhibit d.24) with Post-Effective Amendment No. 34 (File No. 033-65137) on October 1, 2009, and incorporated
herein by reference. |
| | | |
| c) | Third
Amendment to Subadvisory Agreement dated January 1, 2010, among VIA, Duff & Phelps and VOT on behalf of Global Infrastructure
Fund, Global Real Estate Securities Fund, International Real Estate Securities Fund and Real Estate Securities Fund filed via EDGAR
(as Exhibit d.37) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011, and incorporated herein by reference. |
| 5. | Subadvisory
Agreement dated February 28, 2020, among VIA, Duff & Phelps and VOT on behalf of Virtus Duff & Phelps Real Asset Fund filed
via EDGAR (as Exhibit d.4) with Post-Effective Amendment No. 111 (File No. 033-65137) on February 28, 2020, and incorporated herein
by reference. |
| | | |
| 6. | Subadvisory
Agreement dated August 28, 2012, among VIA, Kayne Anderson Rudnick Investment Management, LLC (“KAR”) and VOT on behalf
of Virtus KAR International Small-Mid Cap Fund (f/k/a Virtus KAR International Small-Cap Fund, Virtus International Small-Cap Equity
Fund and Virtus International Small-Cap Fund) filed via EDGAR (as Exhibit d.26) with Post-Effective Amendment No. 61 (File No.
033-65137) on January 25, 2013, and incorporated herein by reference. |
| | | |
| 7. | Subadvisory
Agreement effective September 30, 2019, among VIA, KAR and VOT on behalf of Virtus KAR International Small-Mid Cap Fund filed via
EDGAR (as Exhibit d.7) with Post-Effective Amendment No. 105 (File No. 033-65137) on September 30, 2019, and incorporated herein
by reference. |
| | | |
| 8. | Subadvisory
Agreement effective June 14, 2021, among VIA, KAR and VOT on behalf of Virtus KAR Developing Markets Fund filed via EDGAR (as Exhibit
d.11) with Post-Effective Amendment No. 120 (File No. 033-65137) on June 21, 2021, and incorporated herein by reference. |
| | | |
| 9. | Subadvisory
Agreement dated July 1, 1998, among VIA, Newfleet Asset Management, LLC (successor to Seneca Capital Management LLC and SCM
Advisors LLC) (“Newfleet”) and VOT, filed via EDGAR (as Exhibit d.2) with Post-Effective Amendment No. 15 (File No.
033-65137) on January 25, 2005, and incorporated herein by reference. |
| | | |
| a) | Investment
Subadvisory Agreement Amendment effective July 1, 1998, among VIA, Newfleet and VOT, for the purpose of amending the Subadvisory
Agreement of the same date in order to correct a typographical error in such Subadvisory Agreement, filed via EDGAR (as Exhibit
d.3) with Post-Effective Amendment No. 15 (File No. 033-65137) on January 25, 2005, and incorporated herein by reference. |
| | | |
| b) | Amendment
to Subadvisory Agreement dated November 20, 2002, among VIA, Newfleet and VOT, filed via EDGAR (as Exhibit d.4) with Post-Effective
Amendment No. 15 (File No. 033-65137) on January 25, 2005, and incorporated herein by reference. |
| c) | Third
Amendment to Subadvisory Agreement dated September 1, 2006, among VIA, Newfleet and VOT, filed via EDGAR (as Exhibit d.7)
with Post-Effective Amendment No. 23 (File No. 033-65137) on January 30, 2007, and incorporated herein by reference. |
| | | |
| d) | Fourth
Amendment to Subadvisory Agreement dated June 27, 2007, among VIA, Newfleet, and VOT on behalf of Virtus Newfleet High Yield
Fund (f/k/a Phoenix High Yield Fund and Virtus High Yield Fund)(“High Yield Fund”), filed via EDGAR (as Exhibit d.13)
with Post-Effective Amendment No. 27 (File No. 033-65137) on September 24, 2007, and incorporated herein by reference. |
| | | |
| e) | Fifth
Amendment to Subadvisory Agreement dated January 1, 2010, among VIA, Newfleet, and VOT on behalf of Virtus Newfleet Core Plus Bond
Fund (f/k/a Phoenix Bond Fund, Virtus Bond Fund and Virtus Newfleet Bond Fund)(“Bond Fund”) and High Yield Fund, filed
via EDGAR (as Exhibit d.29) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011, and incorporated herein
by reference. |
| | | |
| f) | Sixth
Amendment to Subadvisory Agreement dated June 2, 2011, among VIA, Newfleet and VOT on behalf of Virtus Newfleet Multi-Sector Intermediate
Bond Fund (f/k/a Virtus Multi-Sector Fixed Income Fund and Virtus Multi-Sector Intermediate Bond Fund)(“Multi-Sector Intermediate
Bond Fund”), Virtus Newfleet Multi-Sector Short Term Bond Fund (f/k/a Virtus Multi-Sector Short Term Bond Fund)(“Multi-Sector
Short Term Bond Fund”) and Virtus Newfleet Senior Floating Rate Fund (f/k/a Virtus Senior Floating Rate Fund)(“Senior
Floating Rate Fund”) filed via EDGAR (as Exhibit d.40) with Post-Effective Amendment No. 51 (File No. 033-65137) on January
27, 2012, and incorporated herein by reference. |
| | | |
| g) | Transfer
and Assumption Agreement dated July 1, 2022, by and between VOT, VIA and Virtus Fixed Income Advisers, LLC (“VFIA”)
with respect to the subadvisory agreements with Newfleet dated as of July 1, 1998, as amended, on behalf of Core Plus Bond Fund,
High Yield Fund, Senior Floating Rate Fund, Multi-Sector Intermediate Bond Fund and Multi-Sector Short Term Bond Fund, and May
18, 2012, as amended, on behalf of Low Duration Core Plus Bond and Tax-Exempt Bond Fund, filed via EDGAR (as Exhibit d.13.g) with
Post-Effective Amendment No. 128 (File No. 033-65137) on September 27, 2022, and incorporated herein by reference. |
| a) | First
Amendment to Subadvisory Agreement dated June 15, 2012, among VIA, Newfleet and VIT (since assigned to VOT) on behalf of Virtus
Seix Tax-Exempt Bond Fund (f/k/a Virtus Newfleet Tax-Exempt Bond Fund and Virtus Tax-Exempt Bond Fund)(“Tax-Exempt Bond Fund”),
filed via EDGAR (as Exhibit d.7) with VIT’s Post-Effective Amendment No. 56 (File No. 033-64915) on April 29, 2013, and incorporated
herein by reference. |
| | | |
| b) | Transfer
and Assumption Agreement dated July 1, 2022, by and between VOT, VIA and VFIA with respect to the subadvisory agreements with Newfleet
dated as of July 1, 1998, as amended, on behalf of Core Plus Bond Fund, High Yield Fund, Senior Floating Rate Fund, Multi-Sector
Intermediate Bond Fund and Multi-Sector Short Term Bond Fund, and May 18, 2012, as amended, on behalf of Low Duration Core Plus
Bond and Tax-Exempt Bond Fund, filed via EDGAR (as Exhibit d.13.g) with Post-Effective Amendment No. 128 (File No. 033-65137) on
September 27, 2022, and incorporated herein by reference. |
a) Transfer
and Assumption Agreement dated July 1, 2022, by and between VOT, VAIA and VFIA with respect to the subadvisory agreement with Stone
Harbor dated April 4, 2022, on behalf of the SHIP Funds, filed via EDGAR (as Exhibit d.15.a) with Post-Effective Amendment No.
128 (File No. 033-65137) on September 27, 2022, and incorporated herein by reference.
| a) | First
Amendment to Subadvisory Agreement dated January 1, 2009, among VIA, Vontobel and VOT on behalf of Foreign Opportunities Fund,
filed via EDGAR (as Exhibit d.20) with Post-Effective Amendment No. 33 (File No. 033-65137) on March 2, 2009, and incorporated
by reference. |
| | | |
| b) | Second
Amendment to Subadvisory Agreement dated January 28, 2009, among VIA, Vontobel and VOT on behalf of Virtus Vontobel Global Opportunities
Fund (f/k/a Virtus Global Opportunities Fund)(“Global Opportunities Fund”) filed via EDGAR (as Exhibit d.21) with Post-Effective
Amendment No. 33 (File No. 033-65137) on March 2, 2009, and incorporated by reference. |
| | | |
| c) | Third
Amendment to Subadvisory Agreement dated April 21, 2009, among VIA, Vontobel and VOT on behalf of Virtus Vontobel Greater European
Opportunities Fund (f/k/a Virtus Greater European Opportunities Fund)(“Greater European Opportunities Fund”) filed
via EDGAR (as Exhibit d.23) with Post-Effective Amendment No. 34 (File No. 033-65137) on October 1, 2009, and incorporated herein
by reference. |
| | | |
| d) | Fourth
Amendment to Subadvisory Agreement dated January 1, 2010, among VIA, Vontobel and VOT on behalf of Foreign Opportunities Fund,
Global Opportunities Fund and Greater European Opportunities Fund filed via EDGAR (as Exhibit d.31) with Post-Effective Amendment
No. 44 (File No. 033-65137) on January 27, 2011, and incorporated herein by reference. |
| (e) | Underwriting Agreement. |
a) Amended
Annex A to Form of Sales Agreement between VP Distributors and dealers effective July 2023 filed via EDGAR (as Exhibit e.2.a) with
Post-Effective Amendment No. 130 (File No. 033-65137) on September 26, 2023, and incorporated herein by reference.
| a) | Amendment
to Custody Agreement between VAST and The Bank of New York Mellon effective May 19, 2015, filed via EDGAR (as Exhibit g.1.b) with
Post-Effective Amendment No. 16 to VAST’s Registration Statement (File No. 333-191940) on May 29, 2015, and incorporated
herein by reference. |
| | | |
| b) | Amendment
to Custody Agreement between VAST and The Bank of New York Mellon dated as of September 1, 2015, filed via EDGAR (as Exhibit g.1.c)
with Post-Effective Amendment No. 24 to VAST’s Registration Statement (File No. 333-191940) on February 26, 2016, and incorporated
herein by reference. |
| | | |
| c) | Joinder
Agreement and Amendment to Custody Agreement between VAST, (VET and VOT (VET and VOT collectively, “Virtus Mutual Funds”),
Virtus Asset Trust (“VAT”), Virtus Retirement Trust (“VRT”; formerly known as Virtus Institutional Trust),
Virtus Variable Insurance Trust (“VVIT”) and The Bank of New York Mellon dated September 11, 2017, filed via EDGAR
(as Exhibit g.1.d) with Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December
21, 2017, and incorporated herein by reference. |
| | | |
| d) | Amendment
to Custody Agreement between VAST, Virtus Mutual Funds, VAT, VRT and VVIT and The Bank of New York Mellon dated as of December
1, 2018, filed via EDGAR (as Exhibit 9(e)) to VET’s Form N-14 (File No. 333-228766) on December 12, 2018, and incorporated
herein by reference. |
| | | |
| e) | Form
of Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VAT, VRT and VVIT and The Bank of New York Mellon dated as
of March 8, 2019, filed via EDGAR (as Exhibit g.1.e) with Post-Effective Amendment No. 82 to VVIT’s Registration Statement
(File No. 033-05033) on April 22, 2019, and incorporated herein by reference.
|
| | | |
| f) | Amendment
to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT and The Bank of New York Mellon dated as of May 22, 2019,
filed via EDGAR (as Exhibit g.1.f) with Post-Effective Amendment No. 123 to VET’s Registration Statement (File No. 002-16590)
on June 12, 2019, and incorporated herein by reference. |
| | | |
| g) | Amendment
to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT and The Bank of New York Mellon dated as of September 1,
2019, filed via EDGAR (as Exhibit g.1.g) with Post-Effective Amendment No. 105 (File No. 033-65137) on September 30, 2019, and
incorporated herein by reference. |
| | | |
| h) | Amendment
to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT and The Bank of New York Mellon dated as of November 18,
2019, filed via EDGAR (as Exhibit g.1.h) with Post-Effective Amendment No. 109 (File No. 033-65137) on January 22, 2020, and incorporated
herein by reference. |
| | | |
| i) | Amendment
and Joinder to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, Virtus Offshore Fund, Ltd. (“VATS”)
and the Bank of New York Mellon dated as of August 27, 2020, filed via EDGAR (as Exhibit g.1.i) with Post-Effective No. 133 to
VET’s Registration Statement (File No. 002-16590) on September 23, 2020, and incorporated herein by reference. |
| | | |
| j) | Amendment
to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS and the Bank of New York Mellon dated as of November
16, 2020, filed via EDGAR (as Exhibit g.1.j) with Post-Effective No. 136 to VET’s Registration Statement (File No. 002-16590)
on December 7, 2020, and incorporated herein by reference. |
| k) | Amendment
to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS and the Bank of New York Mellon dated as of December
1, 2020, filed via EDGAR (as Exhibit g.1.k) with Post-Effective Amendment No. 116 (File No. 033-65137) on January 25, 2021, and
incorporated herein by reference. |
| | | |
| | l) | Amendment
and Joinder to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Virtus Investment Trust (“Investment
Trust”), Virtus Strategy Trust (“VST”) and the Bank of New York Mellon dated as of May 7, 2021, filed via EDGAR
(as Exhibit g.1.l) with Post-Effective Amendment No. 120 (File No. 033-65137) on June 21, 2021, and incorporated herein by reference. |
| | | |
| | m) | Amendment
and Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Investment Trust, VST and the Bank of New York Mellon
dated as of July 26, 2021, filed via EDGAR (as Exhibit 9(n)) to Form N-14 (File No. 333-261341) on November 24, 2021, and incorporated
herein by reference. |
| | | |
| | n) | Amendment
and Joinder to Custody Agreement between The Merger Fund® (“TMF”), The Merger Fund® VL
(“TMFVL”), VAST, Virtus Event Opportunities Trust (“VEOT”), Virtus Mutual Funds, VRT, VAT, VVIT, VATS,
Investment Trust, VST and the Bank of New York Mellon dated as of February 12, 2022, filed via EDGAR (as Exhibit g.1.n) with Post-Effective
Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference. |
| | | |
| | o) | Amendment
and Joinder to Custody Agreement between TMF, TMFVL, VAST, VEOT, Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Investment Trust, VST,
and the Bank of New York Mellon dated as of April 4, 2022, filed via EDGAR (as Exhibit g.1.o) with Post-Effective Amendment No.
127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference. |
| | | |
| | p) | Amendment
and Joinder to Custody Agreement between TMF, TMFVL, VAST, VEOT, Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Investment Trust, VST,
Stone Harbor Leveraged Load Fund LLC (“Leveraged Loan Fund”) and the Bank of New York Mellon dated as of September
30, 2022, filed via EDGAR (as Exhibit g.1.p) with Post-Effective Amendment No. 52 to VAST’s Registration Statement (File
No. 333-191940) on December 12, 2022, and incorporated herein by reference. |
| a) | Amendment
to Foreign Custody Manager Agreement between VAST and The Bank of New York Mellon dated as of August 19, 2014, filed via EDGAR
(as Exhibit g.2.a) with Post-Effective Amendment No. 4 to VAST’s Registration Statement (File No. 333-191940) on September
8, 2014, and incorporated herein by reference. |
| | | |
| b) | Amendment
to Foreign Custody Manager Agreement between VAST and The Bank of New York Mellon dated as of May 19, 2015, filed via EDGAR (as
Exhibit g.2.b) with Post-Effective Amendment No. 16 to VAST’s Registration Statement (File No. 333-191940) on May 29, 2015,
and incorporated herein by reference. |
| | | |
| c) | Amendment
to Foreign Custody Manager Agreement between VAST and The Bank of New York Mellon dated as of September 1, 2015, filed via EDGAR
(as Exhibit g.2.c) with Post-Effective Amendment No. 24 to VAST’s Registration Statement (File No. 333-191940) on February
26, 2016, and incorporated herein by reference. |
| | | |
| d) | Joinder
Agreement and Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, Duff & Phelps
Select MLP and Midstream Energy Fund Inc. (“DSE”), Virtus Global Multi-Sector Income Fund (“VGI”) and Virtus
Total Return Fund Inc. (“ZTR”) and The Bank of New York Mellon dated as of December 1, 2018, filed via EDGAR (as Exhibit
9(j)) to VET’s Form N-14 (File No. 333-228766) on December 12, 2018, and incorporated herein by reference.
|
| e) | Form
of Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR and The Bank
of New York Mellon dated as of March 8, 2019, filed via EDGAR (as Exhibit g.2.e) with Post-Effective Amendment No. 82 to VVIT’s
Registration Statement (File No. 033-05033) on April 22, 2019, and incorporated herein by reference. |
| | | |
| f) | Amendment
to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR and The Bank of New York
Mellon dated as of May 22, 2019, filed via EDGAR (as Exhibit g.2.f) with Post-Effective Amendment No. 123 to VET’s Registration
Statement (File No. 002-16590) on June 12, 2019, and incorporated herein by reference.
|
| | | |
| g) | Amendment
to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR and The Bank of New York
Mellon dated as of September 1, 2019, filed via EDGAR (as Exhibit g.2.g) with Post-Effective Amendment No. 105 (File No. 033-65137)
on September 30, 2019, and incorporated herein by reference. |
| | | |
| h) | Amendment
to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR and The Bank of New York
Mellon dated as of November 18, 2019, filed via EDGAR (as Exhibit g.2.h) with Post-Effective Amendment No. 109 (File No. 033-65137)
on January 22, 2020, and incorporated herein by reference. |
| | | |
| i) | Amendment
and Joinder to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR VATS and The
Bank of New York Mellon dated as of August 27, 2020, filed via EDGAR (as Exhibit g.2.i) with Post-Effective Amendment No. 135 to
VET’s Registration Statement (File No. 002-16590) on October 19, 2020, and incorporated herein by reference. |
| | | |
| j) | Amendment
to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR, VATS and The Bank of New
York Mellon dated as of November 13, 2020, filed via EDGAR (as Exhibit g.2.l) with Post-Effective Amendment No. 136 to VET’s
Registration Statement (File No. 002-16590) on December 7, 2020, and incorporated herein by reference. |
| | | |
| k) | Amendment
to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, Investment Trust, VRT, VST, VVIT, DSE, VGI, ZTR, VATS,
Virtus Artificial Intelligence & Technology Opportunities Fund (f/k/a Virtus AllianzGI Artificial Intelligence & Technology
Opportunities Fund) (“AIO”), Virtus Convertible & Income 2024 Target Term Fund (f/k/a Virtus AllianzGI Convertible & Income 2024 Target Term Fund) (“CBH”), Virtus Convertible & Income Fund (f/k/a Virtus AllianzGI Convertible
& Income Fund) (“NCV”), Virtus Convertible & Income Fund II (f/k/a Virtus AllianzGI Convertible & Income
Fund II) (“NCZ II”), Virtus Diversified Income & Convertible Fund (f/k/a Virtus AllianzGI Diversified Income & Convertible Fund) (“ACV”), Virtus Equity & Convertible Income Fund (f/k/a Virtus AllianzGI Equity & Convertible
Income Fund) (“NIE”) and Virtus Dividend, Interest & Premium Strategy Fund (“NFJ” and together with
AIO, CBH, NCV, NCZ II, ACV, and NIE, the “VCEFII”) and The Bank of New York Mellon dated as of May 7, 2021, filed via
EDGAR (as Exhibit g.2.k) with Post-Effective Amendment No. 121 (File No. 033-65137) on September 27, 2021, and incorporated herein
by reference. |
| | | |
| l) | Amendment
to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, Investment Trust, VST, DSE, VGI, ZTR, VCEFII,
VATS, and The Bank of New York Mellon dated as of July 26, 2021, filed via EDGAR (as Exhibit 9(bb)) to Form N-14 (File No. 333-261341)
on November 24, 2021, and incorporated herein by reference. |
| m) | Amendment
and Joinder to Foreign Custody Manager Agreement between VAST, TMF, TMFVL, VEOT, Virtus Mutual Funds, VAT, VRT, VVIT, VATS, Investment
Trust, VST, DSE, VGI, ZTR, VCEFII, and The Bank of New York Mellon dated as of February 12, 2022, filed via EDGAR (as Exhibit g.2.m)
with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference. |
| | | |
| n) | Amendment
and Joinder to Foreign Custody Manager Agreement between VAST, TMF, TMFVL, VEOT, VAST, Virtus Mutual Funds, VAT, VRT, VVIT, VATS,
Investment Trust, VST, VGI, ZTR, Virtus Stone Harbor Emerging Markets Income Fund (“EDF”), Virtus Stone Harbor Emerging
Markets Total Income Fund (“EDI”) (VGI, ZTR, EDF and EDI, the “Closed-End Funds”), VCEFII, and The Bank
of New York Mellon dated as of April 4, 2022, filed via EDGAR (as Exhibit g.2.n) with Post-Effective Amendment No. 127 (File No.
033-65137) on April 5, 2022, and incorporated herein by reference. |
| | | |
| o) | Amendment
and Joinder to Foreign Custody Manager Agreement between VAST, TMF, TMFVL, VEOT, Virtus Mutual Funds, VAT, VRT, VVIT, VATS, Investment
Trust, VST, Closed-End Funds, VCEFII and The Bank of New York Mellon dated as of September 30, 2022, filed via EDGAR (as Exhibit
g.2.o) with Post-Effective Amendment No. 52 to VAST’s Registration Statement (File No. 333-191940) on December 12, 2022,
and incorporated herein by reference. |
| (h) | Other Material Contracts. |
| s) | Adoption
Agreement and Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT, VAST, VRT, Investment
Trust, VST, Virtus Fund Services and BNY Mellon, dated as of June 9, 2021, filed via EDGAR (as Exhibit h.2.s) with Post-Effective
Amendment No. 139 to VET’s Registration Statement (File No. 002-16590) on August 2, 2021, and incorporated herein by reference. |
| | | |
| t) | Amendment
to Sub-Transfer and Shareholder Services Agreement among VAST, Virtus Mutual Funds, VAT, VRT, Investment Trust, VST, Virtus Fund
Services and BNY Mellon, dated as of August 2, 2021, filed via EDGAR (as Exhibit 13(v)) to VOT’s Form N-14 (File No. 333-261341)
on November 24, 2021, and incorporated herein by reference. |
| | | |
| u) | Amendment
to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT, VAST, VRT, Investment Trust, VST, Virtus
Fund Services and BNY Mellon, dated as of December 1, 2021, filed via EDGAR (as Exhibit h.2.u) with Post-Effective Amendment No.
122 to VOT’s Registration Statement (File No. 033-65137) on December 6, 2021, and incorporated herein by reference. |
| | | |
| v) | Adoption
Agreement and Amendment to Sub-Transfer Agency and Shareholder Services Agreement among TMF, VEOT, Virtus Mutual Funds, VAT, VAST,
VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of January 12, 2022, filed via EDGAR (as Exhibit h.2.v)
with Post-Effective Amendment No. 45 to VAST’s Registration Statement (File No. 333-191940) on February 24, 2022, and incorporated
herein by reference. |
| | | |
| w) | Amendment
to Sub-Transfer Agency and Shareholder Services Agreement among TMF, VEOT, Virtus Mutual Funds, VAT, VAST, VRT, Investment Trust,
VST, Virtus Fund Services and BNY Mellon, dated as of February 24, 2022, filed via EDGAR (as Exhibit h.2.w) with Post-Effective
Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference. |
| | | |
| x) | Amendment
to Sub-Transfer Agency and Shareholder Services Agreement among TMF, VEOT, Virtus Mutual Funds, VAT, VAST, VRT, Investment Trust,
VST, Virtus Fund Services and BNY Mellon, dated as of September 1, 2022, filed via EDGAR (as Exhibit h.2.x) with Post-Effective
Amendment No. 128 (File No. 033-65137) on September 27, 2022, and incorporated herein by reference. |
| | | |
| y) | Amendment
to Sub-Transfer Agency and Shareholder Services Agreement among TMF, VEOT, Virtus Mutual Funds, VAT, VAST, VRT, Investment Trust,
VST, Virtus Fund Services and BNY Mellon, dated as of May 19, 2023, filed via EDGAR (as Exhibit h.2.y) with Post-Effective Amendment
No. 130 (File No. 033-65137) on September 26, 2023, and incorporated herein by reference. |
| r) | Amendment
to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, VATS, Virtus Fund Services
and BNY Mellon dated August 27, 2020, filed via EDGAR (as Exhibit h.4.r) with Post-Effective Amendment No. 133 to VET’s Registration
Statement (File No. 002-16590) on September 23, 2020, and incorporated herein by reference. |
| | | |
| s) | Amendment
to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, VATS, Virtus Fund Services
and BNY Mellon dated November 16, 2020, filed via EDGAR (as Exhibit h.4.s) with Post-Effective Amendment No. 136 to VET’s
Registration Statement (File No. 002-16590) on December 7, 2020, and incorporated herein by reference. |
| | | |
| t) | Amendment
to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, VATS, Virtus Fund Services
and BNY Mellon dated December 1, 2020, filed via EDGAR (as Exhibit h.4.t) with Post-Effective Amendment No. 116 (File No. 033-65137)
on January 25, 2021, and incorporated herein by reference. |
| | | |
| u) | Amendment
to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, VATS, Investment Trust,
VST, Virtus Fund Services and BNY Mellon dated May 19, 2021, filed via EDGAR (as Exhibit h.4.u) with Post-Effective Amendment No.
121 (File No. 033-65137) on September 27, 2021, and incorporated herein by reference. |
| | | |
| v) | Amendment
to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, VATS, Investment Trust,
VST, Virtus Fund Services and BNY Mellon dated July 30, 2021, filed via EDGAR (as Exhibit h.4.v) with Post-Effective Amendment
No. 121 (File No. 033-65137) on September 27, 2021, and incorporated herein by reference. |
| w) | Amendment
to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, VATS, Investment Trust,
VST, TMF, TMFVL, VEOT, Virtus Fund Services and BNY Mellon dated February 12, 2022, filed via EDGAR (as Exhibit h.4.w) with Post-Effective
Amendment No. 45 to VAST’s Registration Statement (File No. 333-191940) on February 24, 2022, and incorporated herein by
reference. |
| | | |
| x) | Amendment
to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VAST, VVIT, VRT, VAT, VATS, Investment Trust,
VST, TMF, TMFVL, VEOT, Virtus Fund Services and BNY Mellon dated as of April 8, 2022, filed via EDGAR (as Exhibit h.3.x) with Post-Effective
No. 90 to VVIT’s Registration Statement (File No. 033-05033) on April 21, 2022, and incorporated herein by reference.
|
| | | |
| y) | Amendment
to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VAST, VVIT, VRT, VAT, VATS, Investment Trust,
VST, TMF, TMFVL, VEOT, Virtus Fund Services and BNY Mellon dated as of September 15, 2022, filed via EDGAR (as Exhibit h.3.y) with
Post-Effective Amendment No. 219 to VIT’s Registration Statement (File No. 033-36528) on October 26, 2022, and incorporated
herein by reference. |
| | | |
| z) | Amendment
to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VAST, VVIT, VRT, VAT, VATS, Investment Trust,
VST, TMF, TMFVL, VEOT, AlphaSimplex Managed Futures Strategy Cayman Fund, AlphaSimplex Global Alternatives Cayman Ltd., Virtus
Fund Services and BNY Mellon dated as of May 19, 2023, via EDGAR (as Exhibit h.4.z) with Post-Effective Amendment No. 130 (File
No. 033-65137) on September 26, 2023, and incorporated herein by reference.
|
| 15. | Consent of Dechert LLP to be filed by amendment. |
| | | |
| |
1. |
Consent of Independent Registered Public Accounting Firm to be filed by amendment. |
| |
|
|
| (l) | Initial Capital Agreements |
| 3. | Amended and Restated Code of Ethics of Subadviser
Vontobel dated April, 2021, filed via EDGAR (as Exhibit p.3) with Post-Effective Amendment No. 122 (File No. 033-65137) on December
6, 2021, and incorporated herein by reference. |
| | | |
* Filed herewith
| Item 29. |
Persons Controlled by or Under Common Control with the Fund |
None.
The indemnification
of Registrant’s principal underwriter against certain losses is provided for in Section 18 of the Underwriting Agreement
incorporated herein by reference to Exhibit e.1. Indemnification of Registrant’s Custodian is provided for in Section 9.9,
among others, of the Custody Agreement incorporated herein by reference to Exhibit g.1. The indemnification of Registrant’s
Transfer Agent is provided for in Article 6 of the Amended and Restated Transfer Agency and Service Agreement incorporated herein
by reference to Exhibit h.1. The Trust has entered into Indemnification Agreements with each trustee, the form of which is incorporated
herein by reference to Exhibits h.8, h.8.a, h.8.b, h.9, and h.10, whereby the Registrant shall indemnify the trustee for expenses
incurred in any proceeding in connection with the trustee’s service to the Registrant subject to certain limited exceptions.
In addition, Article
VII sections 2 and 3 of the Registrant’s Agreement and Declaration of Trust incorporated herein by reference to Exhibits
a.1-5, provides in relevant part as follows:
“A Trustee,
when acting in such capacity, shall not be personally liable to any Person, other than the Trust or a Shareholder to the extent
provided in this Article VII, for any act, omission or obligation of the Trust, of such Trustee or of any other Trustee. The Trustees
shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, Manager or Principal
Underwriter of the Trust. The Trust (i) may indemnify an agent of the Trust or any Person who is serving or has served at the Trust’s
request as an agent of another organization in which the Trust has any interest as a shareholder, creditor or otherwise and (ii)
shall indemnify each Person who is, or has been, a Trustee, officer or employee of the Trust and any Person who is serving or has
served at the Trust’s request as a director, officer, trustee, or employee of another organization in which the Trust has
any interest as a shareholder, creditor or otherwise, in the case of (i) and (ii), to the fullest extent consistent with the Investment
Company Act of 1940, as amended (the “1940 Act”) and in the manner provided in the By-Laws; provided that such indemnification
shall not be available to any of the foregoing Persons in connection with a claim, suit or other proceeding by any such Person
against the Trust or a Series (or Class) thereof.
All persons extending
credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the appropriate
Series (or Class thereof if the Trustees have included a Class limitation on liability in the agreement with such person as provided
below), or, if the Trustees have yet to establish Series, of the Trust for payment under such credit, contract or claim; and neither
the Trustees nor the Shareholders, nor any of the Trust’s officers, employees or agents, whether past, present or future,
shall be personally liable therefor.
Every note, bond,
contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the
Trust or the Trustees by any of them in connection with the Trust shall conclusively be deemed to have been executed or done only
in or with respect to his
or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable
thereon. …
… A Trustee
shall be liable to the Trust and to any Shareholder solely for her or his own willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment
or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation
of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice nor for failing
to follow such advice.”
In addition, Article
III section 7 of such Agreement and Declaration of Trust provides for the indemnification of shareholders of the Registrant as
follows: “If any Shareholder or former Shareholder shall be exposed to liability by reason of a claim or demand relating
to such Person being or having been a Shareholder, and not because of such Person’s acts or omissions, the Shareholder or former
Shareholder (or such Person’s heirs, executors, administrators, or other legal representatives or in the case of a corporation
or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified out of the
assets of the Trust against all cost and expense reasonably incurred in connection with such claim or demand, but only out of the
assets held with respect to the particular Series of Shares of which such Person is or was a Shareholder and from or in relation
to which such liability arose. The Trust may, at its option and shall, upon request by the Shareholder, assume the defense of any
claim made against the Shareholder for any act or obligation of the Trust and satisfy any judgment thereon from the assets held
with respect to the particular series.”
Article VI Section
2 of the Registrant’s Bylaws incorporated herein by reference to Exhibits b.1-3, provides in relevant part, subject to certain
exceptions and limitations, “every agent shall be indemnified by the Trust to the fullest extent permitted by law against
all liabilities and against 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 being or having been an agent.” Such indemnification
would not apply in the case of 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 Investment
Advisory Agreement, Subadvisory Agreements, Custody Agreement, Foreign Custody Manager Agreement, Sub-Administration and Accounting
Services Agreement and Sub-Transfer Agency and Shareholder Services Agreement, each as amended, respectively provide that the Registrant
will indemnify the other party (or parties, as the case may be) to the agreement for certain losses. Similar indemnities to those
listed above may appear in other agreements to which the Registrant is a party.
The Registrant,
in conjunction with VIA and VAIA, the Registrant’s Trustees, and other registered investment management companies managed
by VIA or its affiliates, maintains insurance on behalf of any person who is or was a Trustee, officer, employee, or agent of the
Registrant, or who is or was serving at the request of the Registrant as a trustee, director, officer, employee or agent of another
trust or corporation, against any liability asserted against such person and incurred by him or arising out of his position. However,
in no event will Registrant maintain insurance to indemnify any such person for any act for which the Registrant itself is not
permitted to indemnify him.
Insofar as indemnification
for liability arising under the Securities Act of 1933, as amended (the “Act”), 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 by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
| Item 31. |
Business and Other Connections of Investment Adviser and Subadvisers |
See “Management of the Funds” in
the Prospectus and “Investment Advisory and Other Services” and “Management of the Trust” in the Statement
of Additional Information which is included in this Post-Effective Amendment. For information as to the business, profession, vocation
or employment of a substantial nature of directors and officers of the Advisers and Subadvisers, reference is made to each Adviser’s
and each Subadviser’s current Form ADV filed under the Investment Advisers Act of 1940, and incorporated herein by reference
| Adviser |
SEC File No.: |
| VIA |
801-5995 |
| VAIA |
801-67924 |
| Duff & Phelps |
801-14813 |
| KAR |
801-24241 |
| SGA |
028-11076 |
| Stone Harbor |
333-141345 |
| VFIA |
801-68743 |
| Vontobel |
801-21953 |
| Item 32. |
Principal Underwriter |
| (a) |
VP Distributors, LLC serves as the principal underwriter for the following registrants: |
| |
|
| |
The Merger Fund®, The Merger
Fund® VL, Virtus Alternative Solutions Trust, Virtus Asset Trust, Virtus Equity Trust, Virtus Event Opportunities
Trust, Virtus Investment Trust, Virtus Opportunities Trust, Virtus Retirement Trust, Virtus Strategy Trust and Virtus Variable
Insurance Trust. |
| |
|
| (b) |
Directors and executive officers of VP Distributors, One Financial Plaza, Hartford, CT 06103 are as follows: |
Name and Principal
Business Address |
|
Positions and Offices with Distributor |
|
Positions and Offices
with Registrant |
| |
|
|
|
|
| Michael A. Angerthal |
|
Senior Vice President |
|
None |
| |
|
|
|
|
| Matthew B. Brown |
|
Senior Vice President |
|
None |
| |
|
|
|
|
| Jennifer Fromm |
|
Securities Counsel and Assistant Secretary |
|
Vice President, Chief Legal Officer, Counsel and Secretary |
| |
|
|
|
|
| Heidi C. Griswold |
|
Vice President, Mutual Fund Services |
|
Vice President |
| |
|
|
|
|
| David G. Hanley |
|
Senior Vice President and Treasurer |
|
None |
| |
|
|
|
|
| Barry M. Mandinach |
|
President |
|
None |
| |
|
|
|
|
| David C. Martin |
|
Vice President and Chief Compliance Officer |
|
Anti-Money Laundering Officer |
| |
|
|
|
|
| Diana M. Perlman |
|
Deputy Chief Compliance Officer |
|
None |
| |
|
|
|
|
| Richard W. Smirl |
|
Executive Vice President |
|
Executive Vice President |
| (c) | To the best of the Registrant’s knowledge, no commissions or other compensation was received
by any principal underwriter who is not an affiliated person of the Registrant or an affiliated person of such affiliated person,
directly or indirectly, from the Registrant during the Registrant’s last fiscal year. |
| Item 33. |
Location of Accounts and Records |
Persons maintaining physical possession of accounts, books and other
documents required to be maintained by Section 31(a) of the 1940 Act and the Rules promulgated thereunder include:
| Secretary of the Trust: |
|
Principal Underwriter: |
Jennifer Fromm, Esq.
One Financial Plaza
Hartford, CT 06103 |
|
VP Distributors, LLC
One Financial Plaza
Hartford, CT 06103 |
| |
|
|
| Investment Adviser: |
|
Custodian: |
Virtus Investment Advisers, Inc.
One Financial Plaza
Hartford, CT 06103
Investment Adviser:
Virtus Alternative Investment Advisers,
Inc.
One Financial Plaza
Hartford, CT 06103
|
|
The Bank of New York Mellon
240 Greenwich Street
New York, NY 10286 |
| |
|
|
| Administrator & Transfer Agent: |
|
|
Virtus Fund Services, LLC
One Financial Plaza
Hartford, CT 06103 |
|
|
| |
|
|
| Fund Accountant, Sub-Administrator, Sub-Transfer
Agent and Dividend Dispersing Agent: |
|
|
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809 |
|
|
| |
|
|
| Subadviser to: Global Infrastructure Fund, Global Real Estate Securities
Fund, International Real Estate Securities Fund, Real Asset Fund and Real Estate Securities Fund |
|
|
Duff & Phelps Investment Management Co.
200 South Wacker Drive, Suite 500
Chicago, IL 60606 |
|
|
| |
|
|
| Subadviser to: Developing Markets Fund, Emerging Markets Small-Cap
Fund, and International Small-Mid Cap Fund |
|
Subadviser to: Core Plus Bond Fund, High Yield Fund, Low Duration
Core Plus Bond Fund, Multi-Sector Intermediate Bond Fund, Multi-Sector Short Term Bond Fund, Senior Floating Rate Fund and
Tax-Exempt Bond Fund |
Kayne Anderson Rudnick Investment Management, LLC
2000 Avenue of the Stars, Suite 1110
Los Angeles, CA 90067 |
|
Newfleet Asset Management, a division of Virtus Fixed Income
Advisers, LLC
One Financial Plaza
Hartford, CT 06103 |
| |
|
|
| Subadviser to: Emerging Markets Bond Fund, Emerging Markets Debt
Income Fund, Emerging Markets Debt Allocation Fund, High Yield Bond Fund, Local Markets Fund and Strategic Income Fund |
|
Subadviser to: Foreign Opportunities Fund, Global Opportunities Fund,
and Greater European Opportunities Fund |
Stone Harbor Investment Partners, a division of Virtus Fixed
Income Advisers, LLC
31 West 52nd Street, 16th Floor
New York, NY 10019 |
|
Vontobel Asset Management, Inc.
1540 Broadway, 38th Floor
New York, NY 10036 |
| |
|
|
Subadviser to: Virtus SGA Emerging Markets Equity Fund
Sustainable Growth Advisers LP
301 Tresser Blvd., Suite 1310
Stamford, CT 06901 |
|
|
| Item 34. |
Management Services |
None.
None.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this
amendment to the registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Hartford
and the State of Connecticut on the 28th day of November, 2023.
| |
VIRTUS OPPORTUNITIES TRUST |
|
| |
|
|
|
| |
By: |
/s/ George R. Aylward |
|
| |
Name: |
George R. Aylward |
|
| |
Title: |
President and Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this amendment to the registration statement has been signed below by the following persons in the capacities
indicated on the 28th day of November, 2023.
| Signatures |
|
Title |
| /s/ George R. Aylward |
|
President (Principal Executive Officer) and Trustee |
| George R. Aylward |
|
|
| /s/ W. Patrick Bradley |
|
Chief Financial Officer and Treasurer |
| W. Patrick Bradley |
|
(Principal Financial and Accounting Officer) |
| * |
|
Trustee |
| Donald C. Burke |
|
|
| * |
|
Trustee |
| Deborah A. DeCotis |
|
|
| * |
|
Trustee |
| F. Ford Drummond |
|
|
| * |
|
Trustee |
| Sidney E. Harris |
|
|
| * |
|
Trustee |
| Connie D. McDaniel |
|
|
| * |
|
Trustee & Chairman |
| Philip R. McLoughlin |
|
|
| * |
|
Trustee |
| Geraldine M. McNamara |
|
|
| * |
|
Trustee |
| R. Keith Walton |
|
|
| * By: |
/s/ George R. Aylward |
|
| |
George R. Aylward
Attorney-in-fact, pursuant to powers of attorney. |
