nvcsr

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-07455

Virtus Opportunities Trust

(Exact name of registrant as specified in charter)

101 Munson Street
Greenfield, MA 01301-9668

(Address of principal executive offices) (Zip code)

Kevin J. Carr, Esq.
Vice President, Chief Legal Officer, Counsel and Secretary for Registrant
100 Pearl Street
Hartford, CT 06103-4506

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 243-1574

Date of fiscal year end: September 30

Date of reporting period: September 30, 2011

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Table of Contents


Message to Shareholders			1
Disclosure of Fund Expenses			2
Key Investment Terms			4


			Schedule
	Fund		of
Fund	Summary		Investments
Virtus Bond Fund (“Bond Fund”)		8		36
Virtus CA Tax-Exempt Bond Fund (“CA Tax-Exempt Bond Fund”)		10		41
Virtus Global Commodities Stock Fund (“Global Commodities Stock Fund”)		12		44
Virtus Global Infrastructure Fund (“Global Infrastructure Fund”)		14		46
Virtus Global Opportunities Fund (“Global Opportunities Fund”)		16		48
Virtus Global Real Estate Securities Fund (“Global Real Estate Securities Fund”)		18		50
Virtus Greater Asia ex Japan Opportunities Fund (“Greater Asia ex Japan Opportunities Fund”)		20		52
Virtus Greater European Opportunities Fund (“Greater European Opportunities Fund”)		22		54
Virtus High Yield Fund (“High Yield Fund”)		24		55
Virtus International Equity Fund (“International Equity Fund”)		26		59
Virtus International Real Estate Securities Fund (“International Real Estate Securities Fund”)		28		61
Virtus Market Neutral Fund (“Market Neutral Fund”)*		30		63
Virtus Multi-Sector Fixed Income Fund (“Multi-Sector Fixed Income Fund”)		32		67
Virtus Senior Floating Rate Fund (“Senior Floating Rate Fund”)		34		75
Statements of Assets and Liabilities				82
Statements of Operations				85
Statements of Changes in Net Assets				88
Financial Highlights				94
Notes to Financial Statements				103
Report of Independent Registered Public Accounting Firm				118
Tax Information Notice				119
Consideration of Advisory and Subadvisory Agreements by the Board of Trustees				120
Fund Management Tables				123


*		Schedule of Investments and Securities Sold Short.

Proxy Voting Procedures and Voting Record (Form N-PX)

The adviser and subadvisers vote proxies relating to portfolio securities in accordance with procedures that have been approved by the Trustees of the Trust (“Trustees,” the “Board”). You may obtain a description of these procedures, along with information regarding how the Funds voted proxies during the most recent 12-month period ended June 30, free of charge, by calling toll-free 1-800-243-1574. This information is also available through the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

Form N-Q Information

The Trust files a complete schedule of portfolio holdings for each Fund with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SEC’s website at http://www.sec.gov. Form N-Q may be reviewed and copied at the SEC’s Public Reference Room. Information on the operation of the SEC’s Public Reference Room can be obtained by calling toll-free 1-800-SEC-0330.

This report is not authorized for distribution to prospective investors in the Funds presented in this book unless preceded or accompanied by an effective prospectus which includes information concerning the sales charge, each Fund’s record and other pertinent information.

MESSAGE TO SHAREHOLDERS

Dear Fellow Shareholders of Virtus Mutual Funds:

It was the tale of two vastly different financial markets for the year ended September 30, 2011. The financial markets were relatively strong in the fourth quarter of 2010, supported by the Federal Reserve’s “QE2” bond purchase program, which gave investors the confidence to invest in equities and other riskier assets. Shortly before QE2 ended in June 2011, however, a stream of negative economic data, along with the mounting debt troubles of Europe and the U.S., undermined most of the year’s earlier gains, and the markets retreated.

Investors faced these economic factors during the past year:

	•		U.S. gross domestic product (“GDP”), a key measure of economic growth, shrank to an annual rate of 1.3 percent, far below its historical average of 3.28 percent;

	•		U.S. manufacturing activity, which had been expanding since the recession ended in June 2009, weakened;

	•		The nation’s unemployment rate remained above 9 percent, hitting a high of 9.2 percent in July;

	•		A sovereign debt crisis engulfed several European nations;

	•		Many U.S. corporations reported positive earnings throughout the period, but their general reluctance to invest in capital spending and new hiring caused investors concerns about a continued economic slowdown.

U.S. equities, as measured by the S&P 500^{^®}Index, gained only 1.14 percent for the period from October 1, 2010 to September 30, 2011, while international equities, represented by the MSCI EAFE^{^®}Index, lost 8.9 percent. In contrast, fixed income markets realized positive performance, and the Barclays Capital U.S. Aggregate Bond Index, a metric of taxable bond returns, rose 5.3 percent. At the same time, investor skittishness fueled demand for the relative safety of U.S. bonds, pushing the yield on the 10-year Treasury to fall below 2 percent in August 2011 for the first time ever.

While the market turbulence will eventually end, it is a good reminder of the importance of portfolio diversification. Diversification cannot guarantee a profit or prevent loss; however, owning a mix of asset classes can help cushion your portfolio against market volatility. Your adviser can help you ensure your portfolio is adequately diversified. You may also want to visit our website, www.virtus.com, to learn about the full range of Virtus mutual funds, including new investment strategies that may be used to diversify a core portfolio.

Thank you for investing with Virtus. Our experienced investment teams remain committed to your long-term financial success.

Sincerely,

George R. Aylward
President, Virtus Mutual Funds
October 2011

Whenever you have questions about your account, or require additional information, please visit us on the Web at http://virtus.com or call our shareowner service group toll-free at 1-800-243-1574.

Performance data quoted represents past results. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

VIRTUS OPPORTUNITIES TRUST
Disclosure of Fund Expenses
For the six-month period of April 1, 2011 to September 30, 2011 (Unaudited)

We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of a Virtus Opportunities Trust Fund (each, a “Fund”) you may incur two types of costs: (1) transaction costs, including sales charges on purchases of Class A shares and contingent deferred sales charges on Class C shares; and (2) ongoing costs, including investment advisory fees; distribution and service fees; and other expenses. Class I shares are sold without sales charges. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. The following Expense Table illustrates your fund’s costs in two ways.

Actual Expenses

The first section of the accompanying table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your Fund under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.

Hypothetical Example for Comparison Purposes

The second section of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges or contingent deferred sales charges. Therefore, the second section of the accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

Expense Table


	Beginning		Ending		Annualized			Expenses Paid
	Account Value		Account Value		Expense			During
	April 1, 2011		September 30, 2011		Ratio			Period*
Bond Fund
Actual
Class A	$	1,000.00	$	1,015.90		0.85	%	$	4.30
Class B		1,000.00		1,011.20		1.60			8.17
Class C		1,000.00		1,011.20		1.60			8.07
Class I		1,000.00		1,016.80		0.60			3.03
Hypothetical (5% return before expenses)
Class A		1,000.00		1,020.75		0.85			4.32
Class B		1,000.00		1,016.85		1.60			8.22
Class C		1,000.00		1,016.95		1.60			8.12
Class I		1,000.00		1,022.02		0.60			3.05
CA Tax-Exempt Bond Fund
Actual
Class A	$	1,000.00	$	1,088.20		0.85	%	$	4.45
Class I		1,000.00		1,089.70		0.60			3.14
Hypothetical (5% return before expenses)
Class A		1,000.00		1,020.75		0.85			4.32
Class I		1,000.00		1,022.02		0.60			3.05
Global Commodities Stock Fund
Actual
Class A	$	1,000.00	$	752.80		1.65	%	$	7.25
Class C		1,000.00		750.00		2.40			10.53
Class I		1,000.00		753.70		1.40			6.15
Hypothetical (5% return before expenses)
Class A		1,000.00		1,016.69		1.65			8.38
Class C		1,000.00		1,012.88		2.40			12.18
Class I		1,000.00		1,017.96		1.40			7.11
Global Infrastructure Fund
Actual
Class A	$	1,000.00	$	941.50		1.30	%	$	6.33
Class C		1,000.00		936.90		2.05			9.95
Class I		1,000.00		941.90		1.05			5.16
Hypothetical (5% return before expenses)
Class A		1,000.00		1,018.47		1.30			6.60
Class C		1,000.00		1,014.66		2.05			10.41
Class I		1,000.00		1,019.69		1.05			5.38
Global Opportunities Fund
Actual
Class A	$	1,000.00	$	898.90		1.55	%	$	7.38
Class B		1,000.00		947.70		2.30			11.23
Class C		1,000.00		894.40		2.30			10.92
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.20		1.55			7.87
Class B		1,000.00		1,013.39		2.30			11.68
Class C		1,000.00		1,013.39		2.30			11.68
Global Real Estate Securities Fund
Actual
Class A	$	1,000.00	$	868.60		1.40	%	$	6.56
Class C		1,000.00		865.60		2.15			10.06
Class I		1,000.00		869.90		1.15			5.44
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.96		1.40			7.11
Class C		1,000.00		1,014.16		2.15			10.91
Class I		1,000.00		1,019.18		1.15			5.89

VIRTUS OPPORTUNITIES TRUST
Disclosure of Fund Expenses (Continued)
For the six-month period of April 1, 2011 to September 30, 2011 (Unaudited)

Expense Table


	Beginning		Ending		Annualized			Expenses Paid
	Account Value		Account Value		Expense			During
	April 1, 2011		September 30, 2011		Ratio			Period*
Greater Asia ex Japan Opportunities Fund
Actual
Class A	$	1,000.00	$	931.10		1.80	%	$	8.71
Class C		1,000.00		927.40		2.55			12.32
Class I		1,000.00		933.90		1.55			7.51
Hypothetical (5% return before expenses)
Class A		1,000.00		1,015.93		1.80			9.14
Class C		1,000.00		1,012.12		2.55			12.95
Class I		1,000.00		1,017.20		1.55			7.87
Greater European Opportunities Fund
Actual
Class A	$	1,000.00	$	920.40		1.45	%	$	6.93
Class C		1,000.00		916.90		2.20			10.52
Class I		1,000.00		921.40		1.20			5.73
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.76		1.45			7.31
Class C		1,000.00		1,013.95		2.20			11.12
Class I		1,000.00		1,019.03		1.20			6.04
High Yield Fund
Actual
Class A	$	1,000.00	$	943.80		1.15	%	$	5.60
Class B		1,000.00		941.10		1.90			9.25
Class C		1,000.00		941.50		1.90			9.25
Hypothetical (5% return before expenses)
Class A		1,000.00		1,019.23		1.15			5.84
Class B		1,000.00		1,015.42		1.90			9.65
Class C		1,000.00		1,015.42		1.90			9.65
International Equity Fund
Actual
Class A	$	1,000.00	$	891.50		1.50	%	$	7.16
Class C		1,000.00		887.40		2.25			10.60
Class I		1,000.00		892.20		1.25			5.93
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.40		1.50			7.67
Class C		1,000.00		1,013.70		2.25			11.37
Class I		1,000.00		1,018.72		1.25			6.35
International Real Estate Securities Fund
Actual
Class A	$	1,000.00	$	838.10		1.50	%	$	6.91
Class C		1,000.00		834.70		2.25			10.35
Class I		1,000.00		839.50		1.25			5.76
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.46		1.50			7.61
Class C		1,000.00		1,013.65		2.25			11.42
Class I		1,000.00		1,018.72		1.25			6.35
Market Neutral Fund**
Actual
Class A	$	1,000.00	$	917.30		5.14	%	$	24.70
Class B		1,000.00		912.40		5.91			28.33
Class C		1,000.00		914.20		5.88			28.22
Class I		1,000.00		917.50		4.89			23.51
Hypothetical (5% return before expenses)
Class A		1,000.00		998.98		5.14			26.09
Class B		1,000.00		995.07		5.91			30.00
Class C		1,000.00		995.22		5.88			29.85
Class I		1,000.00		1,000.25		4.89			24.82
Multi-Sector Fixed Income Fund
Actual
Class A	$	1,000.00	$	964.20		1.16	%	$	5.71
Class B		1,000.00		959.60		1.90			9.33
Class C		1,000.00		959.90		1.91			9.38
Class I		1,000.00		965.40		0.91			4.48
Hypothetical (5% return before expenses)
Class A		1,000.00		1,019.18		1.16			5.89
Class B		1,000.00		1,015.42		1.90			9.65
Class C		1,000.00		1,015.37		1.91			9.70
Class I		1,000.00		1,020.45		0.91			4.62
Senior Floating Rate Fund
Actual
Class A	$	1,000.00	$	963.60		1.20	%	$	5.91
Class C		1,000.00		959.00		1.95			9.58
Class I		1,000.00		963.80		0.95			4.68
Hypothetical (5% return before expenses)
Class A		1,000.00		1,018.98		1.20			6.09
Class C		1,000.00		1,015.17		1.95			9.90
Class I		1,000.00		1,020.25		0.95			4.82


*		Expenses are equal to the relevant Funds’ annualized expense ratio, which includes waived fees, reimbursed expenses, dividends and interest on short sales, if applicable, multiplied by the average account value over the period, multiplied by the number of days (183) expenses were accrued in the most recent fiscal half-year, then divided by 365 days to reflect the one-half year period.

**		Market Neutral Fund annualized expense ratio includes dividends and interest on short sales.

		For Funds which may invest in other funds, the annualized expense ratios noted above do not reflect fees and expenses associated with the underlying funds. If such fees and expenses had been included, the expenses would have been higher.

		You can find more information about the Funds’ expenses in the Financial Statements section that follows. For additional information on operating expenses and other shareholder costs, refer to the prospectus.

KEY INVESTMENT TERMS

ADR (American Depositary Receipt)

Represents shares of foreign companies traded in U.S. dollars on U.S. exchanges that are held by a U.S. bank or a trust. Foreign companies use ADRs in order to make it easier for Americans to buy their shares.

Barclays Capital California Municipal Bond Index

The Barclays Capital California Municipal Bond Index measures long term investment grade, tax-exempt and fixed rate bonds issued in California. The index is calculated on a total return basis.

Barclays Capital High Yield Bond 2% Issuer Cap Index

The Barclays Capital High Yield Bond 2% Issuer Cap Index is a market capitalization-weighted index that measures fixed rate non-investment grade debt securities of U.S. and non-U.S. corporations. No single issuer accounts for more than 2% of market cap. The index is calculated on a total return basis.

Barclays Capital U.S. Aggregate Bond Index

The Barclays Capital U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis.

Citigroup 90-Day Treasury Bills Index

The Citigroup 90-Day Treasury Bills Index measures monthly return equivalents of yield averages that are not marked to market. The 90-Day Treasury Bills Index is an average of the last three three-month Treasury bill issues.

Exchange-Traded Funds (ETF)

Portfolios of stocks or bonds that track a specific market index.

FTSE EPRA/NAREIT Developed Rental ex U.S. Index (gross)

The FTSE EPRA/NAREIT Developed Rental ex U.S. Index is a free-float market capitalization index measuring international real estate securities, which meet minimum size, liquidity and investment focus criteria. The index is a sub-set of the FTSE EPRA/NAREIT Investment Focus Index Series, which separates the existing constituents into both Rental and Non-Rental Indices. A company is classified as Rental if the rental revenue from properties is greater than or equal to 70% of total revenue. The classification is based on revenue sources as disclosed in the latest published financial statement. The index is calculated on a total return basis with dividends reinvested.

FTSE EPRA/NAREIT Developed Rental ex U.S. Index (net)

The index, as defined above, calculated on a total return basis with net dividends reinvested.

FTSE EPRA/NAREIT Developed Rental Index (gross)

The FTSE EPRA/NAREIT Developed Rental Index is a free-float market capitalization index measuring global real estate securities, which meet minimum size, liquidity and investment focus criteria. The index is a sub-set of the FTSE EPRA/ NAREIT Investment Focus Index Series, which separates the existing constituents into both Rental and Non-Rental Indices. A company is classified as Rental if the rental revenue from properties is greater than or equal to 70% of total revenue. The classification is based on revenue sources as disclosed in the latest published financial statement. The index is calculated on a total return basis with dividends reinvested.

FTSE EPRA/NAREIT Developed Rental Index (net)

The index, as defined above, calculated on a total return basis with net dividends reinvested.

Global Infrastructure Linked Benchmark

A style specific benchmark that consists of the MSCI World Infrastructure Sector Capped Index.

Home Affordable Refinance Program (HARP)

Established in 2009, for homeowners with a loan owned by either Fannie Mae and Freddie Mac. The program allows homeowners to refinance into low mortgage interest rates even if the property has decreased in value.

iShares

Represents shares of an open-end Exchange-Traded Fund.

KEY INVESTMENT TERMS (Continued)

JPMorgan Emerging Markets Bond Index Plus

The JPMorgan Emerging Markets Bond Index Plus measures traded external debt instruments in emerging markets. The index is calculated on a total return basis.

Long position (“long”)

Ownership of a security, giving the investor the right to transfer ownership to someone else, the right to receive income paid by the security, and the right to any profits or losses as the security’s value changes.

MSCI AC Asia Pacific ex Japan Index (net)

The MSCI AC Asia Pacific Japan Index (net) is a free float-adjusted market capitalization weighted index that measures equity market performance of developed and emerging markets in Asia (excluding Japan), as well as Australia and New Zealand. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged and not available for direct investment.

MSCI AC Far East ex Japan Index (net)

The MSCI AC (All Country) Far East excluding Japan Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of the Far East, excluding Japan. Currently, the MSCI AC Far East ex Japan Index consists of the following 10 developed and emerging market country indices: China, Hong Kong, India, Indonesia, Korea, Malaysia, Philippines, Singapore, Taiwan and Thailand.

MSCI AC World Commodity Producer Sector Capped Index (net)

The MSCI AC World Commodity Producer Sector Capped Index (net) is a market capitalization weighted index that measures performance of developed and emerging market commodity producers within the energy, metals and agriculture sectors. Each of the three sectors is equally weighted within the index. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged and not available for direct investment.

MSCI EAFE^{^®}Index

The MSCI EAFE^{^®}(Europe, Australasia, Far East) Index is a free float-adjusted market capitalization index that measures equity market performance of developed markets, excluding the U.S. and Canada. The index is calculated on a total return basis with gross dividends reinvested.

MSCI Europe Index (net)

The MSCI Europe Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of the developed markets in Europe. Currently, the MSCI Europe Index consists of the following 16 developed market country indices: Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.

MSCI World^SMIndex (net)

A free float-adjusted market capitalization index that measures developed global market equity performance. The index is calculated on a total return basis with net dividends reinvested.

MSCI World Infrastructure Sector Capped Index

The MSCI World Infrastructure Sector Capped Index is a market capitalization weighted index that measures performance of global infrastructure companies by capturing broad and diversified opportunities across telecommunication, utilities, energy, transportation and social infrastructure sectors. The telecommunication infrastructure and utilities sector each represent one-third of the index weight, while energy, transportation and social infrastructure sectors have a combined weight of the remaining one-third of the index. Prior to September 1, 2008, the index allocation was 65% MSCI USA/utilities index, 20% MSCI World Telcom Services index and 15% MSCI World ex USA utilities index.

PIK (Payment-in-Kind Security)

A bond which pays interest in the form of additional bonds, or preferred stock which pays dividends in the form of additional preferred stock.

KEY INVESTMENT TERMS (Continued)

Quantitative Easing (QE2)

A government monetary policy occasionally used to increase the money supply by buying government securities or other securities from the market. Quantitative easing increases the money supply by flooding financial institutions with capital in an effort to promote increased lending and liquidity.

REIT (Real Estate Investment Trust)

A publicly traded company that owns, develops and operates income-producing real estate such as apartments, office buildings, hotels, shopping centers and other commercial properties.

S&P 500^{^®}Index

The S&P 500^{^®}Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested.

S&P/LSTA U.S. Leveraged Loan Index

The S&P/LSTA Leveraged Loan Index is a daily total return index that uses LSTA/LPC Mark-to-Market Pricing to calculate market value change. On a real-time basis, the Index tracks the current outstanding balance and spread over LIBOR for fully funded term loans. The facilities included in the Index represent a broad cross section of leveraged loans syndicated in the United States, including dollar-denominated loans to overseas issuers.

Short position (“short”)

Stock shares that an investor has sold without actually owning (by borrowing the certificates from a broker) in anticipation of a decline in the stock value by a certain date. If the price falls, the investor buys the shares at the lower rate and makes a profit on the difference. It the price rises, the investor must buy at the higher price and sustains a loss.

Sponsored ADR (American Depositary Receipt)

An ADR which is issued with the cooperation of the company whose stock will underlie the ADR. Sponsored ADRs generally carry the same rights normally given to stockholders, such as voting rights. ADRs must be sponsored to be able to trade on a major U.S. exchange such as the NYSE.

When-issued and delayed delivery transactions

Securities purchased on a when-issued or forward commitment basis are also known as delayed delivery transactions. Delayed delivery transactions involve a commitment by a Fund to purchase or sell a security at a future date, ordinarily up to 90 days later. When-issued or forward commitments enable a Fund to lock in what is believed to be an attractive price or yield on a particular security for a period of time, regardless of future changes in interest rates.



Bond Fund		Ticker Symbols:
		Class A: SAVAX
		Class B: SAVBX
		Class C: SAVCX
		Class I: SAVYX

§		Bond Fund *(the “Fund”)* is diversified and has an investment objective of high total return from both current income and capital appreciation. There is no guarantee that the Fund will meet its objective.

§		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned 2.39%, Class B shares returned 1.64%, Class C shares returned 1.63%, and Class I shares returned 2.67%. For the same period, the Barclays Capital U.S. Aggregate Bond Index, which serves as the broad-based and style-specific benchmark index appropriate for comparison, returned 5.26%.

All performance figures assume reinvestment of distributions and exclude the effect of sales charges. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

How did the market perform during the Fund’s fiscal year?

The period September 30, 2010 to September 30, 2011 was an extremely volatile one. Economic activity slowed in the third quarter of 2010, pushing credit spreads wider and inducing the Federal Reserve to initiate a second round of quantitative easing. This monetary accommodation proved extremely supportive for credit securities, prompting high grade corporate bond spreads to tighten to Treasuries by 60 basis points, and high yield by 250. Credit markets continued to improve through April of 2011 until a confluence of negative events shocked global markets and provoked an abrupt about face. First, an earthquake and tsunami paralyzed Japan, promulgating a global supply chain disruption that temporarily hobbled the world’s economy. At the same time, the European debt crisis worsened, prompting another round of investor risk aversion while the U.S. economy threatened to enter a double dip recession. From the beginning of May through the rest of the fiscal year, credit spreads widened substantially, eclipsing the levels established during the pre-QE 2 period. The net result was a modest return for bonds, with a strong rally in Treasuries partly offset by widening in the spreads of corporate bonds, commercial mortgage backed securities, and municipals.

What factors affected the Fund’s performance during its fiscal year?

Portfolio performance was bifurcated over the course of the year, with riskier bonds rallying after Ben Bernanke’s Jackson Hole speech heralding the second quantitative ease, and selling off later in the year. During the credit rally that lasted through April 2011, Build America Bonds (taxable municipals) were the best performers through producing a 13% total return. High yield corporates also contributed strongly during this period, generating high single digit returns. The market shed this bullish sentiment abruptly in May of 2011 however, as the Greek financial situation worsened and global GDP faltered. This put pressure on credit assets in the portfolio, particularly investment grade banks and high yield corporate bonds, both of which gave back much of their gains from the first half of the year. Agency mortgage backed securities also suffered when the Federal Government surprised the market with an augmented “HARP” program that subsidized distressed homeowners at the expense of bond holders. Fortunately, the overall drop in rates during the last half of the year buoyed all fixed income securities, and the portfolio finished with a positive 2.67% rate of return for the fiscal year.

The preceding information is the opinion of portfolio management. Any such opinions are subject to change at any time based upon market or other conditions and should not be relied upon as investment advice. Past performance is no guarantee of future results, and there is no guarantee that market forecasts will be realized.

There is no guarantee that the Fund will meet its objective.

Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2011.



Corporate Bonds			47	%
Financials	23	%
Consumer Discretionary	5
Energy	4
Utilities	3
All other sectors	12
Mortgage-Backed Securities			31
U.S. Government Securities			13
Loan Agreements			2
Other (includes short-term investments and securities lending collateral)			7

Total			100	%

The Fund may invest in high yield bonds, which may be subject to greater credit and market risks. As interest rates rise, existing bond prices fall and can cause the value of an investment in the Fund to decline. Changes in interest rates will affect the value of longer-term fixed income securities more than shorter-term securities. The principal on mortgage- or asset-backed securities may normally be prepaid at any time, which will reduce the yield and market value of these securities.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Bond Fund (Continued)

Average Annual Total Returns¹for periods ended 9/30/11

1 year

5 years

10 years

Class A Shares at NAV²

2.39

5.79

5.26

Class A Shares at POP³

-1.45

4.98

4.86

Class B Shares at NAV²

1.64

4.98

4.47

Class B Shares with CDSC⁴

-2.29

4.98

4.47

Class C Shares at NAV²and with CDSC⁴

1.63

4.98

4.47

Class I Shares at NAV

2.67

6.04

5.54

Barclays Capital U.S. Aggregate Bond Index

5.26

6.53

5.66

Fund Expense Ratios⁵: A Shares: Gross 0.99%, Net 0.85%; B Shares: Gross 1.74%, Net 1.60%; C Shares: Gross 1.74%, Net 1.60%; I Shares: Gross 0.74%, Net 0.60%.

All returns represent past performance which is no guarantee of future results. Current performance may be higher or lower than the performance shown. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The above table and graph below do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. Please visit Virtus.com for performance data current to the most recent month-end.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 3.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for B shares decline from 5% to 0% over a five year period. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, as supplemented and revised and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios. Net Expense: Expenses reduced by voluntary fee waiver which may be discontinued at any time. Gross Expense: Does not reflect the effect of the voluntary fee waiver.

Growth of $10,000 For periods ended 9/30

This chart assumes an initial investment of $10,000 made on September 30, 2001, for Class A, Class B, Class C, and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.



CA Tax-Exempt Bond Fund		Ticker Symbols:
		Class A: CTESX
		Class I: CTXEX

§		CA Tax-Exempt Bond Fund *(the “Fund”)* is diversified and has an investment objective to obtain a high level of current income exempt from California state and local income taxes, as well as federal income tax, consistent with the preservation of capital. There is no guarantee that the Fund will meet its objective.

§		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned 3.75% and Class I shares returned 4.01%. For the same period, the Barclays Capital U.S. Aggregate Bond Index, a broad-based fixed income index, returned 5.26%, and the Barclays Capital California Municipal Bond Index, the Fund’s style-specific benchmark appropriate for comparison, returned 3.97%.

How did the market perform during the Fund’s fiscal year?

General municipal bond market (measured by Barclay’s Capital California Municipal Bond Index) was a “tale of two halves” over the past year.


	Barclays
	Capital
	California
	Municipal			BBB⁽¹⁾
	Index			Index
First half (six months):		-3.68	%		-6.29	%
Second half (six months):		7.85			9.90


⁽¹⁾		The BBB-rated subsector of the Barclays Capital California Municipal Bond Index.

§		After beginning the fiscal year (FY) with large outflows from mutual funds, heavy issuance of new bonds and severe credit concerns from a highly regarded Wall Street analyst resulted in very weak performance.

§		The municipal bond market then went on a remarkable run during the second half of the fiscal year as municipal interest rates declined to historic low levels, defaults remained well below the levels late last year and supply of new bonds declined to levels not seen since the late 1990s to early 2000s.

§		Lower quality issues reacted very similarly, posting weak returns during the first half only to be followed by exceptionally strong returns over the final six months of the year.

§		As 2011 enters the final quarter of the year, uncertainty surrounding the US and global economy and the European sovereign debt problems will be the main focus of all fixed income investors. While these concerns will clearly remain front and center for municipal bond investors, additional concerns surrounding municipal credit and the supply and demand for municipal bonds will also be an important determinant of performance for the municipal market as it closes out 2011.

What factors affected the Fund’s performance during its fiscal year?

§		Portfolio performance benefited from holdings in the intermediate part of the yield curve (10 year maturity bonds), healthcare issues and bonds with longer durations.

§		Portfolio performance was impacted by its lower exposure to long maturity bonds, overall higher quality and exposure to zero coupon securities.

§		For the first time in many years, California passed its budget on time. With a mix of expense reductions and revenue improvements, California was able to close a budget deficit of approximately $25 billion (remember, this is after closing budget deficits of over $25 billion the previous two years). However, an important component of this budget is the state’s ability to achieve its FY2012 revenue targets. In the event the state is unable to meet its revenue projections, the budget includes up to $2.5 billion of automatic spending cuts that would be triggered without additional legislative action if actual revenue collections fall below forecasts by $1 billion beginning in January 2012. Through the first three months of the FY, revenue is over $700 million below forecast and approaching a level that will trigger automatic spending cuts. While this revenue trigger is a positive credit feature, the fact that revenue is already that far below projections after only three months is disconcerting. As such, we will continue to focus on higher rated, safe sector, governmental issuers to maximize liquidity and asset preservation.

There is no guarantee that the Fund will meet its objective.

Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2011.


Pre-Refunded	24	%
General Obligation	18
General Revenue	13
Water & Sewer Revenue	9
Medical Revenue	8
Higher Education Revenue	6
Development Revenue	6
Other (includes short-term investments)	16

Total	100	%

A fund that concentrates its investments in a single state will be more susceptible to factors adversely affecting issuers located in that state than would a more geographically diverse portfolio of securities. A portion of income may be subject to some state and/or local taxes and, for certain investors, a portion may be subject to the federal alternative minimum tax. Investing in municipal bonds involves market risk and credit risk. As interest rates rise, existing bond prices fall and can cause the value of an investment in the Fund to decline. Changes in interest rates will affect the value of longer-term fixed income securities more than shorter-term securities.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

CA Tax-Exempt Bond Fund (Continued)

Average Annual Total Returns¹for periods ended 9/30/11

Since

Inception

1 year

5 years

10 years

Inception

Date

Class A Shares at NAV²

3.75

3.97

4.10

—

Class A Shares at POP^3,4

0.89

3.39

3.81

—

Class I Shares at NAV

4.01

4.24

—

4.23

9/29/06

Barclays Capital U.S. Aggregate Bond Index

5.26

6.53

5.66

6.52

—

⁵

Barclays Capital California Municipal Bond Index

3.97

4.79

5.02

4.79

—

⁵

Fund Expense Ratios⁶: A Shares: Gross 1.03%, Net 0.85%; I Shares: Gross 0.78%, Net 0.60%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 2.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid are 1% and 0% thereafter.

⁵		The since inception index returns are from the inception date of Class I.

⁶		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, as supplemented and revised and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios. Net Expense: Expenses reduced by voluntary fee waiver which may be discontinued at any time. Gross Expense: Does not reflect the effect of the voluntary fee waiver.

Growth of $10,000 For periods ended 9/30

This chart assumes an initial investment of $10,000 made on September 30, 2001 for Class A shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.



Global Commodities Stock Fund		Ticker Symbols:
		Class A: VGCAX
		Class C: VGCCX
		Class I: VGCIX

§		Global Commodities Stock Fund *(the “Fund”)* is diversified and has an investment objective of capital appreciation. There is no guarantee that the Fund will meet its objective.

§		For the fiscal period March 15, 2011 (inception date) through September 30, 2011, the Fund’s Class A shares at NAV returned -18.40%, Class C shares returned -18.70%, and Class I shares returned -18.30%. For the same period, the S&P 500^{^®}Index, a broad-based equity index, returned -10.78%, and the MSCI AC World Commodity Producer Sector Capped Index (net), the Fund’s style-specific benchmark appropriate for comparison, returned -20.50%*.


*		Returns less than 1 year are not annualized.

How did the market perform during the Fund’s fiscal period?

The global economic outlook that at the beginning of the year appeared promising faded over the systemic breakdown of public finances, particularly in the euro zone. European banks are collectively exposed to euro sovereign bonds; debts of over-indebted and under-achieving euro zone nations. U.S. Treasuries in contrast have been in a bull market as global investors rush to what looks to be the best of a bad lot of government bonds. The extent and duration of this debt crisis continues to dominate the headlines and proves to be the major source of uncertainty and volatility for global markets.

What factors affected the Fund’s performance during its fiscal period?

During this volatile and negative period for the markets overall, the MSCI AC World Commodity Producer Sector Capped Index (net) finished down approximately 20.5%. Over this period, relative to its MSCI AC World Commodity Producer Sector Capped Index (net), the portfolio benefited from its underweight Base Metals allocation and its overweight Precious Metals allocation. For both the portfolio and the index, Base Metals and Energy were the worst performing assets overall on a total return basis. Stock selection was difficult during this period, primarily within the Base Metals and Energy groups. Stock selection within the Precious Metals group was additive for the period.

There is no guarantee that the Fund will meet its objective.

Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2011.


Materials	52	%
Energy	17
Financials	11
Industrials	10
Consumer Staples	6
Other (includes short-term investments and securities lending collateral)	4

Total	100	%

Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic and market risk. Investing in the securities of small and mid-sized companies involves greater risks and price volatility than larger, more established companies. Because the Fund is heavily weighted in a single sector, it will be impacted by that sector’s performance more than a fund with broader sector diversification.

Since the Fund concentrates its assets in commodities-related investments, the Fund is more vulnerable to conditions that negatively affect commodities-related companies and investments as compared to a fund that is not significantly invested in such companies.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Global Commodities Stock Fund (Continued)

Average Annual Total Returns¹for period ended 9/30/11


	Since			Inception
	Inception			Date
Class A Shares at NAV²		-18.40	%		3/15/11
Class A Shares at POP^3,4		-23.09			3/15/11
Class C Shares at NAV²		-18.70			3/15/11
Class C Shares with CDSC⁴		-19.51			3/15/11
Class I Shares at NAV²		-18.30			3/15/11
S&P 500^{^®}Index		-10.78			—	⁵
MSCI AC World Commodity Producer Sector Capped Index (net)		-20.50			—	⁵

Fund Expense Ratios⁶: A Shares: Gross 1.98%, Net 1.65%; C Shares: Gross 2.73%, Net 2.40%; I Shares: Gross 1.73%, Net 1.40%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 5.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for B shares decline from 5% to 0% over a five year period. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		The since inception index returns are from the Fund’s inception date.

⁶		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective March 15, 2011 and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios. Net Expense: Expenses reduced by the contractual fee waiver in effect through March 31, 2012. Gross Expense: Does not reflect the effect of the contractual fee waiver.

Growth of $10,000 For periods ended 9/30

This chart assumes an initial investment of $10,000 made on March 15, 2011 (inception date of the Fund), for Class A, Class C, and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.



Global Infrastructure Fund		Ticker Symbols:
		Class A: PGUAX
		Class C: PGUCX
		Class I: PGIUX

§		Global Infrastructure Fund *(the “Fund”)* is diversified and has an investment objective of both capital appreciation and current income. There is no guarantee that the Fund will meet its objective.

§		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned 5.40%, Class C shares returned 4.51%, and Class I shares returned 5.56%. For the same period, the S&P 500^{^®}Index, a broad-based equity index, returned 1.14%, and the Global Infrastructure Linked Benchmark, the Fund’s style-specific benchmark appropriate for comparison, returned 2.03%.

How did the market perform during the Fund’s fiscal year?

§		Market volatility continued to impact the environment in which we operate. The main drivers for the market’s instability are well known: the debt ceiling negotiations, the downgrade of America’s credit rating, U.S. political dysfunction, and concern about a global economic slowdown or even a double-dip recession. Overlay those issues with Europe’s sovereign debt crisis, which has been ongoing for the past 18 months with no resolution in sight, and the overall market outlook remains uncertain.

§		Despite the market’s volatility, infrastructure has not shown many signs of fundamental weakness given the inelastic demand for the essential services provided by the companies. The resilience of the underlying infrastructure assets has resulted in the companies’ stocks being rewarded with relative outperformance versus the broader equity market.

What factors affected the Fund’s performance during its fiscal year?

The major development in the utility sector was the devastating earthquake and tsunami in Japan in March 2011. In terms of sentiment toward nuclear power, the failure of the Fukushima Daiichi nuclear plant represents the most significant setback in the last 25 years. The Fund’s underweight in Japanese utilities resulted in a positive contribution to performance in the fiscal year.

The accident at Fukushima Daiichi will not be the end of nuclear power, old or new. From a practical perspective nuclear energy is too large a part of electricity generation to be completely abandoned. However, we believe the most attractive opportunities within the utility sector are for companies that can construct gas-fired generation plants within regulated rate base. Pipeline companies also should benefit because they must build and operate the infrastructure necessary to move the gas from source to use.

The U.S. utility environment has been stable, and regulators generally continue to support infrastructure investment plans. The back and forth surrounding the prospects for a European sovereign debt bailout has created significant uncertainty, while government austerity measures continue to threaten European utility fundamentals. Despite outperformance in the last two quarters as market volatility increased, the utility sector has largely remained out of favor during the better part of the past twelve months. However, the Fund’s utility holdings have outperformed substantially due to a focus on U.S regulated utilities.

Within communications, one of the significant events this fiscal year was the surprise announcement in March 2011 of AT&T’s offer to purchase T-Mobile USA from Deutsche Telekom. This was a very bold move by AT&T to consolidate the wireless industry. As expected, regulatory approval was going to be difficult, due to concerns that the wireless industry would be concentrated in the hands of two providers, and has led to the Department of Justice filing suit to halt the merger. It is likely to be the first quarter of 2012 before any resolution is reached with respect to the merger.

Communications performed mostly in line with the broader market over the last year. Given the market’s desire for more defensiveness, communications companies offering high, supported dividends posted positive relative performance. The increased distribution of smartphones and tablets has driven higher wireless data usage, a trend that has and will continue to impact our communications holdings.

§		Energy continues to outperform due to favorable industry dynamics. Company restructuring, favorable midstream economics, and robust pipeline expansion opportunities associated with shale gas development resulted in strong performance in the energy sector. Despite volatility in the price of oil over the past year, there was little impact on the economics of the pipeline companies as our holdings in the energy sector collect a toll on contracted commodity volume passing through their infrastructure.

§		Transportation has been the most impacted over the last year from the overhang surrounding the European sovereign debt crisis. However, in contrast to European utilities, there has not been widespread fundamental deterioration from sector-focused government austerity measures. The concern now is a potential economic slowdown as transportation tends to be the most cyclical of the infrastructure sectors. So far, underlying traffic trends and fundamentals remain solid.

There is no guarantee that the Fund will meet its objective.

Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2011.


Utilities	32	%
Telecommunication Services	29
Energy	22
Industrials	15
Consumer Discretionary	2

Total	100	%

Investing internationally involves additional risks such as currency, political, accounting, economic and market risk. The Fund may invest in high yield bonds, which may be subject to greater credit and market risks. Infrastructure related entities are subject to factors that may adversely affect their business including government policies and regulation. Investing in funds that use leverage, short selling, futures, options and/or derivatives may expose the fund to additional risks. Because the Fund is heavily weighted in a single sector, it will be impacted by that sector’s performance more than a fund with broader sector diversification.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Global Infrastructure Fund (Continued)

Average Annual Total Returns¹for periods ended 9/30/11

Since

Inception

1 year

5 years

Inception

Date

Class A Shares at NAV²

5.40

3.44

5.44

12/30/04

Class A Shares at POP^3,4

-0.66

2.22

4.52

12/30/04

Class C Shares at NAV²and with CDSC⁴

4.51

2.67

4.65

12/30/04

Class I Shares at NAV

5.56

—

-2.41

6/6/08

S&P 500^{^®}Index

1.14

-1.18

—

⁵

—

⁵

Global Infrastructure Linked Benchmark

2.03

1.95

—

⁶

—

⁶

Fund Expense Ratios⁷: A Shares: 1.33%; C Shares: 2.08%, I Shares: 1.08%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 5.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		Index performance is 1.07% for Class A and Class C (since 12/30/04) and -3.29% for Class I (since 6/6/08).

⁶		Index performance is 5.10% for Class A and Class C (since 12/30/04) and -4.33% for Class I (since 6/6/08).

⁷		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, as supplemented and revised and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios.

Growth of $10,000 For periods ended 9/30

This chart assumes an initial investment of $10,000 made on December 30, 2004 (inception date of the Fund), for Class A and Class C shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.



Global Opportunities Fund		Ticker Symbols:
		Class A: NWWOX
		Class B: WWOBX
		Class C: WWOCX

§		Global Opportunities Fund *(the “Fund”)* is diversified and has an investment objective of capital appreciation. There is no guarantee that the Fund will meet its objective.

§		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned 2.54%, Class B shares returned 1.76%, and Class C shares returned 1.77%. For the same period, the S&P 500^{^®}Index, a broad-based equity index, returned 1.14%, the MSCI World^SMIndex (Net), the Fund’s former style-specific benchmark appropriate for comparison, returned -4.35%, and MSCI AC World Index (Net), the Fund’s new style-specific benchmark appropriate for comparison, returned -6.01%.

How did the market perform during the Fund’s fiscal year?

§		During the latter half of the fiscal year, equity markets across the globe were plagued by increased volatility and heavy trading volumes, primarily resulting from concerns about debt issues in developed countries.

§		In the United States, the Federal Reserve (the “Fed”) announced it would pursue Operation Twist—a plan to buy $400 billion in long-term Treasury securities with proceeds from the sale of short-term government debt. The Fed’s intent is to hold interest rates low in an effort to support the American economy. Investors appeared to be unimpressed as markets sold off sharply following the announcement.

§		In Europe, the sovereign-debt crisis was compounded by slower gross domestic product growth estimates in both the U.S. and Europe. Regulators in Spain, France and Italy banned short selling in their equity markets in an effort to stabilize the region. Even with all the efforts to solve the debt problems of the European periphery, the threat of contagion persists.

§		Policymakers in many emerging nations continued to battle both inflation and recession concerns. If world economies begin to tip into recession, it’s likely that emerging nations with high absolute interest rates will be able to recover fairly quickly by cutting those rates. Developed nations with near zero rates will likely require longer and more complex strategies to right their economies.

What factors affected the Fund’s performance during its fiscal year?

§		What we view as strong stock selection in the United States helped portfolio performance during the reporting period. Apple, Mastercard, and McDonald’s made positive performance contributions.

§		Companies in the United Kingdom performed well during the reporting period. British American Tobacco and Imperial Tobacco made positive contributions to performance.

§		Consumer Staples companies delivered strong performance during the reporting period. British American Tobacco, Phillip Morris, and Coca-Cola helped performance.

§		Decent stock selection helped the Information Technology sector make a strong contribution to performance during the reporting period. Apple, Mastercard, and Google made positive performance contributions.

§		Despite this recent period of sharp relative outperformance, the portfolio’s positioning has not changed meaningfully and we remain confident that the superior earnings profiles of companies we seek will continue to leave us well positioned to achieve our long term performance goals.

There is no guarantee that the Fund will meet its objective.

Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2011.


Consumer Staples	42	%
Information Technology	17
Financials	13
Consumer Discretionary	12
Health Care	6
Energy	4
Materials	4
Other (includes short-term investments)	2

Total	100	%

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Global Opportunities Fund (Continued)

Average Annual Total Returns¹for periods ended 9/30/11

1 year

5 years

10 years

Class A Shares at NAV²

2.54

-2.49

3.61

Class A Shares at POP^3,4

-3.35

-3.64

2.99

Class B Shares at NAV²

1.76

-3.21

2.85

Class B Shares with CDSC⁴

-2.24

-3.21

2.85

Class C Shares at NAV²and with CDSC⁴

1.77

-3.24

2.82

S&P 500^{^®}Index

1.14

-1.18

2.82

MSCI AC World Index (Net)

-6.01

-1.59

4.45

MSCI World^SMIndex (Net)

-4.35

-2.23

3.71

Fund Expense Ratios⁵: A Shares: Gross 1.66%, Net 1.55%; B Shares: Gross 2.41%, Net 2.30%; C Shares: Gross 2.41%, Net 2.30%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 5.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for B shares decline from 5% to 0% over a five year period. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, as supplemented and revised and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios. Net Expense: Expenses reduced by voluntary fee waiver which may be discontinued at any time. Gross Expense: Does not reflect the effect of the voluntary fee waiver.

Growth of $10,000 For periods ended 9/30

This chart assumes an initial investment of $10,000 made on September 30, 2001, for Class A, Class B, and Class C shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.



Global Real Estate Securities Fund		Ticker Symbols:
		Class A: VGSAX
		Class C: VGSCX
		Class I: VGISX

§		Global Real Estate Securities Fund *(the “Fund”)* is non-diversified and has a primary investment objective of long-term capital appreciation and a secondary investment objective of income.

		There is no guarantee that the Fund will meet its objective.

§		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned -2.57%, Class C shares returned -3.25%, and Class I shares returned -2.26%. For the same period, the S&P 500^{^®}Index, a broad-based equity index, returned 1.14%, the FTSE EPRA/NAREIT Developed Rental Index (Gross), the Fund’s style-specific benchmark appropriate for comparison, returned -1.36% and the FTSE EPRA/NAREIT Developed Rental Index (net), the Fund’s new style specific benchmark effective November 16, 2011, returned -2.17%.

		All performance figures assume reinvestment of distributions and exclude the effect of sales charges. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

How did the market perform during the Fund’s fiscal year?

§		Through the first 10 months of the fiscal period, market performance was decidedly positive, with major equity and real estate market indices showing positive total returns. During this period, markets were able to digest slower than expected global economic growth due to unforeseen forces such as the earthquake and tsunami in Japan in March 2011 and other macro headwinds. However, the market environment during the last two months of the fiscal year became significantly more challenging as market sentiment turned nearly as negative as was experienced at the height of the 2008/2009 financial crisis. This turn in sentiment began during the contentious U.S. debt ceiling negotiations that took place in late July, grew post the U.S. sovereign debt downgrade by Standard & Poor’s in early August and reached alarming levels during September as the European sovereign debt crisis continued to rage on. In conjunction with this turn in market sentiment, consensus forecasts for the second half 2011 and 2012 global economic growth were reset at lower levels, which also contributed to the negative market environment as these lower forecasts filtered into lower expectations for future corporate profits as well.

§		Interestingly, many real-time economic indicators, and conversations with global real estate executives during the third quarter of 2011, were not nearly as negative as the prevailing market sentiment. Company executives we met with during the quarter found it challenging to reconcile what was transpiring in the stock market with their on-the-ground business conditions. However, as the stock market serves as a mechanism for discounting future business conditions, it may only be a matter of time before business conditions fall in line with market sentiment or its recent pullback is proven to be an opportunity. Nonetheless, market sentiment can be fickle and thus will be highly data and event dependent over the balance of 2011. Should we experience a pick-up in global economic indicators or some path to resolving the European sovereign debt crisis, market sentiment will reverse accordingly.

What factors affected the Fund’s performance during its fiscal year?

§		For the period ending September 30, 2011, the Fund underperformed its style-specific benchmark. Overall, country allocation was a detractor to relative performance, while security selection was a positive contributor to performance.

§		The most significant individual positive contributor to relative performance during the fiscal year was stock selection within the U.S. Specifically, our overweight exposure to large-cap regional mall REIT and a small-cap self storage REIT were the primary drivers of this positive security selection. The second most meaningful contributor to relative performance was stock selection within Singapore. Specifically, our overweight exposure to a pan-Asian logistics REIT was the primary driver of this positive security selection.

§		The most significant individual detractor from relative performance during the fiscal year was stock selection within the U.K. More specifically, our overweight exposure to a London focused self-storage REIT was the primary contributor to this negative security selection. The second most important detractor from relative performance was stock selection within Australia. Our lack of exposure to a small-cap office REIT that was subject to M&A discussions and our underweight exposure to a large-cap diversified retail/office REIT were the drivers behind this performance.

§		Going forward, we expect cash flow growth to play a more meaningful role in driving total returns as internal growth prospects (i.e., occupancy and rents) continue to accelerate against a backdrop of fairly limited new supply, and companies remain active with external growth initiatives. Share buybacks, on a leverage-neutral basis, seem attractive, versus acquisitions, for a number of companies. Dividend growth should be supported by the acceleration in cash flow growth, recapitalized balance sheets, and low historical dividend payout ratios. A favorable supply outlook will allow landlords to increase occupancy and achieve pricing power at a faster rate than they otherwise would in a recovery.

There is no guarantee that the Fund will meet its objective.

Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2011.


Retail REITs	30	%
Office REITs	14
Specialized REITs	14
Residential REITs	13
Diversified REITs	11
Real Estate Operating Companies	9
Industrial REITs	4
Other (includes short-term investments)	5

Total	100	%

Concentrating investments in REITs involves certain risks such as refinancing, property value changes and management skill. Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic and market risk. Investing in the securities of small and mid-sized companies involves greater risks and price volatility than larger, more established companies. A non-diversified fund may be more susceptible to any single economic, political or regulatory event affecting an issuer than is a diversified fund.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Global Real Estate Securities Fund (Continued)

Average Annual Total Returns¹for periods ended 9/30/11

Since

Inception

1 year

Inception

Date

Class A Shares at NAV²

-2.57

35.40

3/2/09

Class A Shares at POP^3,4

-8.18

32.33

3/2/09

Class C Shares at NAV²and with CDSC⁴

-3.25

34.43

3/2/09

Class I Shares at NAV

-2.26

35.80

3/2/09

S&P 500^{^®}Index

1.14

22.92

—⁵

FTSE EPRA/NAREIT Developed Rental Index (Gross)

-1.36

37.72

—⁵

FTSE EPRA/NAREIT Developed Rental Index (Net)

-2.17

36.43

—⁵

Fund Expense Ratios⁶: A Shares: Gross 4.08%, Net 1.40%; C Shares: Gross 4.83%, Net 2.15%; Class I Shares: Gross 3.83%, Net 1.15%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 5.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		The since inception index returns are from the Fund’s inception date.

⁶		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, as supplemented and revised and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios. Net Expense: Expenses reduced by voluntary fee waiver which may be discontinued at any time. Gross Expense: Does not reflect the effect of the voluntary fee waiver.

Growth of $10,000 For periods ended 9/30

This chart assumes an initial investment of $10,000 made on March 2, 2009 (inception date of the Fund), for Class A, Class C and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.



Greater Asia ex Japan Opportunities Fund		Ticker Symbols:
		Class A: VGAAX
		Class C: VGACX
		Class I: VGAIX

§		Greater Asia ex Japan Opportunities Fund *(the “Fund”)* is diversified and has an investment objective of long-term capital appreciation. There is no guarantee that the Fund will meet its objective.

§		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned -6.88%, Class C shares returned -7.61%, and Class I shares returned -6.57%. For the same period, the S&P 500^{^®}Index, a broad-based equity index, returned 1.14%, and the MSCI AC Asia Pacific ex Japan Index (net) the Fund’s new style-specific benchmark appropriate for comparison returned -13.05%. The MSCI AC Far East ex Japan Index (net), the Fund’s former style-specific benchmark returned -13.18%.

		All performance figures assume reinvestment of distributions and exclude the effect of sales charges. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

How did the market perform during the Fund’s fiscal year?

§		Market volatility persisted throughout the latter half of the reporting period, as macroeconomic concerns and policy gridlock in developed nations continued to fuel uncertainty.

§		Countries in Asia, for the most part, are not affected by the structural issues that have hindered recovery efforts in many of the world’s more developed countries. However, Asian nations are vulnerable to cyclical issues created by global weakness. Policymakers in many have been deploying tactics designed to rein in rapid growth and inflation.

§		Investors are concerned about banking and real estate issues in China. Chinese banks extended loans to property buyers, which led to rising property prices. Now, the Chinese government is attempting to subdue real estate prices by limiting funding. If they are too successful, the banking system may be negatively affected by increases in non-performing loans, bank failures, and a slowing growth rate.

§		If world economies begin to tip into recession, it’s likely that emerging nations will be able to recover fairly quickly by cutting interest rates. Countries in this region have interest rates that can be reduced, as opposed to many western markets where interest rates already are near zero. For this and many other reasons, western countries will likely require longer and more complex strategies to right their economies.

What factors affected the Fund’s performance during its fiscal year?

§		Hong Kong made attractive contributions to performance during the reporting period. Power Assets Holdings (formerly known as Hong Kong Electric), Wynn Macau, and Dairy Farms International performed well during the period.

§		Limited exposure to China and what we view as strong stock selection in the country helped performance during the reporting period. Baidu, Tsingtao Brewery, and Want Want China Holdings made strong performance contributions.

§		About one-third of the Fund was invested in Consumer Staples companies, which helped performance during the period. Nestle India, Nestle Pakistan, and ITC helped performance.

§		The portfolio had significantly less exposure to companies in the Materials sector, which has helped performance during the period. Fauji Fertilizer and Asian Paints made positive performance contributions.

§		Despite this recent period of sharp relative outperformance, the portfolio’s positioning has not changed meaningfully and we remain confident that the superior earnings profiles of companies we seek will continue to leave us well positioned to achieve our long term performance goals.

There is no guarantee that the Fund will meet its objective.

Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2011.


Consumer Staples	38	%
Financials	16
Consumer Discretionary	10
Industrials	9
Information Technology	7
Utilities	7
Health Care	5
Other (includes short-term investments and securities lending collateral)	8

Total	100	%

Investing in the securities of small and mid-sized companies involves greater risks and price volatility than larger, more established companies. Because the Fund is heavily weighted in a single sector, it will be impacted by that sector’s performance more than a fund with broader sector diversification. Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic and market risk.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Greater Asia ex Japan Opportunities Fund (Continued)

Average Annual Total Returns¹for period ended 9/30/11

Since

Inception

1 year

Inception

Date

Class A Shares at NAV²

-6.88

22.03

4/21/09

Class A Shares at POP^3,4

-12.24

19.11

4/21/09

Class C Shares at NAV²and with CDSC⁴

-7.61

21.12

4/21/09

Class I Shares at NAV

-6.57

22.39

4/21/09

S&P 500^{^®}Index

1.14

13.92

—⁵

MSCI AC Asia Pacific ex Japan Index (net)

-13.05

17.55

—⁵

MSCI AC Far East ex Japan Index (net)

-13.18

16.10

—⁵

Fund Expense Ratios⁶: A Shares: Gross 3.05%, Net 1.80%; C Shares: Gross 3.80%, Net 2.55%; Class I Shares: Gross 2.80%, Net 1.55%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 5.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		The since inception index returns are from the Fund’s inception date.

⁶		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, as supplemented and revised and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios. Net Expense: Expenses reduced by voluntary fee waiver which may be discontinued at any time. Gross Expense: Does not reflect the effect of the voluntary fee waiver.

Growth of $10,000 For period ended 9/30

This chart assumes an initial investment of $10,000 made on April 21, 2009 (inception date of the Fund), for Class A, Class C and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.



Greater European Opportunities Fund		Ticker Symbols:
		Class A: VGEAX
		Class C: VGECX
		Class I: VGEIX

§		Greater European Opportunities Fund *(the “Fund”)* is diversified and has an investment objective of long-term capital appreciation. There is no guarantee that the Fund will meet its objective.

§		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned -2.09%, Class C shares returned -2.77%, and Class I shares returned -1.84%. For the same period, the S&P 500^{^®}Index, a broad-based equity index, returned 1.14%, and the MSCI Europe Index (net), the Fund’s style-specific benchmark appropriate for comparison, returned -11.81%.

		All performance figures assume reinvestment of distributions and exclude the effect of sales charges. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

How did the market perform during the Fund’s fiscal year?

§		Market volatility persisted throughout much of the reporting period, as macroeconomic concerns and policy gridlock continued to fuel uncertainty. In general, underlying structural issues did not change significantly.

§		In Europe, the sovereign-debt crisis was compounded by slower gross domestic product growth estimates in both the U.S. and Europe. Regulators in Spain, France, and Italy banned short selling in their equity markets in an effort to stabilize the region. Despite efforts to solve the debt problems of the European periphery, the threat of contagion persists.

§		The biggest casualty of the escalating sovereign debt crisis in Europe has been the European banking sector, which faces considerable challenges, including issues related to wholesale funding, capital adequacy, and investors’ perceptions.

What factors affected the Fund’s performance during its fiscal year?

§		The portfolio’s holdings in France, including Bureau Veritas and Essilor International, delivered strong performance during the reporting period. The portfolio’s lack of exposure to large French banks such as BNP Paribas also helped performance.

§		Companies in the United Kingdom performed well. British American Tobacco, Pearson, and Diageo helped performance during the reporting period.

§		The strategy had significantly more exposure to Consumer Staples companies during the reporting period than its benchmark did, which helped performance. Phillip Morris International, British American Tobacco, and Unilever made positive performance contributions.

§		The Fund had limited exposure to the Financials sector, which helped performance during the reporting period. We avoided European bank stocks before the most recent crisis—when they were selling at statistically low price-to-book multiples—because of the serious structural challenges facing the industry. Despite the recent dramatic sell-off, we still are not prepared to invest because structural issues have not yet been resolved.

§		Despite this recent period of sharp relative outperformance, the portfolio’s positioning has not changed meaningfully, and we remain confident that the superior earnings profiles of companies we seek will continue to leave us well positioned to achieve our long term performance goals.

There is no guarantee that the Fund will meet its objective.

Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2011.


Consumer Staples	40	%
Consumer Discretionary	15
Health Care	13
Industrials	11
Financials	10
Energy	5
Materials	3
Other (includes short-term investments)	3

Total	100	%

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Greater European Opportunities Fund (Continued)

Average Annual Total Returns¹for period ended 9/30/11

Since

Inception

1 year

Inception

Date

Class A Shares at NAV²

-2.09

14.29

4/21/09

Class A Shares at POP^3,4

-7.72

11.55

4/21/09

Class C Shares at NAV²and with CDSC⁴

-2.77

13.45

4/21/09

Class I Shares at NAV

-1.84

14.59

4/21/09

S&P 500^{^®}Index

1.14

14.68

—⁵

MSCI Europe Index (Net)

-11.81

11.48

—⁵

Fund Expense Ratios⁶: A Shares: Gross 2.75%, Net 1.45%; C Shares: Gross 3.50%, Net 2.20%; Class I Shares: Gross 2.50%, Net 1.20%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 5.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		The since inception index returns are from 4/23/09.

⁶		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, as supplemented and revised and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios. Net Expense: Expenses reduced by voluntary fee waiver which may be discontinued at any time. Gross Expense: Does not reflect the effect of the voluntary fee waiver.

Growth of $10,000 For periods ended 9/30

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.



High Yield Fund		Ticker Symbols:
		Class A: PHCHX
		Class B: PHCCX
		Class C: PGHCX

§		High Yield Fund *(the “Fund”)* is diversified and has a primary investment objective of high current income and a secondary objective of capital growth. There is no guarantee that the Fund will meet its objectives.

§		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned -0.82%, Class B shares returned -1.66%, and Class C shares returned -1.65%. For the same period, the Barclays Capital U.S. Aggregate Bond Index, a broad-based fixed income index, returned 5.26%, and the Barclays Capital U.S. High Yield 2% Issuer Capped Bond Index, the Fund’s style-specific index appropriate for comparison, returned 1.75%.

		All performance figures assume reinvestment of distributions and exclude the effect of sales charges. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

How did the market perform during the Fund’s fiscal year?

The high yield market went through both a dramatic “risk on” and then “risk off” period in the last year. The “risk on” period began at the end of September 2010 when the Japanese government announced its plan for quantitative easing. It went into full swing when the Federal Reserve announced a second round of quantitative easing (QE2) in November 2010 with a June 2011 end date. All of the easing and cheap liquidity gave the market a jolt. Significant investor inflows followed and helped drive bond prices higher. The lowest quality and riskiest securities outperformed as investors reached for yield. Despite the unrest in the Middle East and a spring Japanese Earthquake, the rally continued until into the second quarter of 2011. By June, however the frothiness subsided as domestic and global economic concerns finally caught up with investors and the “risk off” trade came fast and furious. What started with slow Congressional action on raising the U.S. debt ceiling and some weak economic statistics continued with concern regarding contagion from the on again/off again Greek bailout. Investor flows turned negative and bond prices/returns followed soon after.

What factors affected the Fund’s performance during its fiscal year?

The Fund has a higher quality focus. For most of the year, low quality outperformed as investors reached for yield. The Fund lagged the Index during the nine month low quality risk rally that extended from September 2010 to June 2011. The Fund outperformed the Index during the market’s retrenchment and focus on high quality from June to September 2011. During the “risk on” period, aggressive low quality names in industries such as Gaming, Consumer Cyclical Services, Wireline Communications and Supermarkets rose significantly. This trend was reversed during the subsequent “risk off” period and the fund outperformed during the period as a consequence.

There is no guarantee that the Fund will meet its objectives.

Asset Allocation

The following table presents asset allocations within certain sectors as a percentage of total investments as of September 30, 2011.


Corporate Bonds			85	%
Consumer Discretionary	21	%
Financials	13
Telecommunication Services	10
Industrials	7
Energy	7
All other sectors	27
Loan Agreements			4
Other (includes short-term investments and securities lending collateral)			11

Total			100	%

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

High Yield Fund (Continued)

Average Annual Total Returns¹for periods ended 9/30/11

1 year

5 years

10 years

Class A Shares at NAV²

-0.82

2.99

4.77

Class A Shares at POP^3,4

-4.54

2.21

4.37

Class B Shares at NAV²

-1.66

2.22

3.98

Class B Shares with CDSC⁴

-5.36

2.22

3.98

Class C Shares at NAV²and with CDSC⁴

-1.65

2.25

4.00

Barclays Capital U.S. Aggregate Bond Index

5.26

6.53

5.66

Barclays Capital U.S. High Yield 2% Issuer Capped Bond Index

1.75

7.26

8.89

Fund Expense Ratios⁵: A Shares: 1.36%, B Shares: 2.11%, C Shares: 2.11%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 3.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for B shares decline from 5% to 0% over a five year period. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011 as supplemented and revised and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios.

Growth of $10,000 For periods ended 9/30

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.



International Equity Fund		Ticker Symbols:
		Class A: VIEAX
		Class C: VIECX
		Class I: VIIEX

§		International Equity Fund *(the “Fund”)* is diversified and has an investment objective of long-term capital appreciation. There is no guarantee that the Fund will meet its objective.

§		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned -2.85%, Class C shares returned -3.58%, and Class I shares returned -2.62%. For the same period, the S&P 500^{^®}Index, a broad-based equity index, returned 1.14%, and the MSCI EAFE^{^®}Index (Net), the Fund’s style-specific benchmark appropriate for comparison, returned -9.36%.

		All performance figures assume reinvestment of distributions and exclude the effect of sales charges. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

How did the market perform during the Fund’s fiscal year?

International equity markets were very weak over the Fund’s fiscal year; The MSCI EAFE^{^®}Index fell 9.36% over the year. The market weakness was concentrated within the final quarter of the fiscal year. The Japanese market was the strongest performing major market due to the strength of the yen. The Swiss market also performed well in relative terms due to the strength of the Swiss franc. The banking sector, particularly European banks, performed particularly badly.

What factors affected the Fund’s performance during its fiscal year?

The fund generated very strong relative performance compared to the MSCI EAFE^{^®}Index (net) during the fiscal year. Stock selection was the dominant factor in this strong relative performance. The Fund was very defensively positioned with a heavy emphasis on value and quality. The Fund’s dividend yield was significantly higher than that of the benchmark. The portfolio’s debt to equity ratio was significantly lower than that of the benchmark. The portfolio’s return on equity was significantly higher than that of the benchmark. Overweighted sectors included Telecoms, Energy and Utilities which proved defensive in a weak market. The weighting in banks was very low —there was a zero weighting to European banks throughout the fiscal year. The overweight allocation to the Swiss market was a positive factor for relative performance. The underweight allocation to the Japanese market was a negative factor for relative performance.

There is no guarantee that the Fund will meet its objective.

Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2011.


Telecommunication Services	14	%
Consumer Staples	13
Health Care	11
Energy	10
Industrials	10
Financials	8
Information Technology	8
Other (includes short-term investments)	26

Total	100	%

Investing Internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic and market risk.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

International Equity Fund (Continued)

Average Annual Total Returns¹for periods ended 9/30/11

Since

Inception

1 year

Inception

Date

Class A Shares at NAV²

-2.85

-1.16

9/16/10

Class A Shares at POP^3,4

-8.44

-6.64

9/16/10

Class C Shares at NAV²and with CDSC⁴

-3.58

-1.96

9/16/10

Class I Shares at NAV

-2.62

-0.93

9/16/10

S&P 500^{^®}Index

1.14

2.58

—⁵

MSCI EAFE^{^®}Index (net)

-9.36

-6.83

—⁵

Fund Expense Ratios⁶: A Shares: Gross 1.90%, Net 1.50%; C Shares: Gross 2.65%, Net 2.25%; Class I Shares: Gross 1.65%, Net 1.25%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 5.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		The since inception index returns are from the Fund’s inception date.

⁶		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, as supplemented and revised and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios. Net Expense: Expenses reduced by voluntary fee waiver which may be discontinued at any time. Gross Expense: Does not reflect the effect of the voluntary fee waiver..

Growth of $10,000 For period ended 9/30

This chart assumes an initial investment of $10,000 made on September 16, 2010 (inception date of the Fund), for Class A, Class C and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.



International Real Estate Securities Fund		Ticker Symbols:
		Class A: PXRAX
		Class C: PXRCX
		Class I: PXRIX

§		International Real Estate Securities Fund *(the “Fund”)* is non-diversified and has a primary investment objective of long-term capital appreciation and a secondary investment objective of income. There is no guarantee that the Fund will meet its objective.

§		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned -7.15%, Class C shares returned -7.90%, and Class I shares returned -7.04%. For the same period, the S&P 500^{^®}Index, a broad-based equity index, returned 1.14%, the FTSE EPRA/NAREIT Developed Rental ex U.S. Index, (Gross) the Fund’s style-specific benchmark appropriate for comparison, returned -3.63% and the FTSE EPRA/NAREIT Developed Rental ex U.S. Index (net), the Fund’s new style specific benchmark effective November 16, 2011, returned -4.14%.

		All performance figures assume reinvestment of distributions and exclude the effect of sales charges. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

How did the market perform during the Fund’s fiscal year?

§		Through the first 10 months of the fiscal period, market performance was decidedly positive, with major equity and real estate market indices showing positive total returns. During this period, markets were able to digest slower than expected global economic growth due to unforeseen forces such as the earthquake and tsunami in Japan in March 2011 and other macro headwinds. However, the market environment during the last two months of the fiscal year became significantly more challenging as market sentiment turned nearly as negative as was experienced at the height of the 2008/2009 financial crisis. This turn in sentiment began during the contentious U.S. debt ceiling negotiations that took place in late July, grew after the U.S. sovereign debt downgrade by Standard & Poor’s in early August and reached alarming levels during September as the European sovereign debt crisis continued to rage on. In conjunction with this turn in market sentiment, consensus forecasts for second half 2011 and 2012 global economic growth were reset at lower levels, which also contributed to the negative market environment as these lower forecasts filtered into lower expectations for future corporate profits as well.

§		Interestingly, many real-time economic indicators, and conversations with global real estate executives during the third quarter of 2011, were not nearly as negative as the prevailing market sentiment. Company executives we met with during the quarter found it challenging to reconcile what was transpiring in the stock market with their on-the-ground business conditions. However, as the stock market serves as a mechanism for discounting future business conditions, it may only be a matter of time before business conditions fall in line with market sentiment or its recent pull-back is proven to be an opportunity. Nonetheless, market sentiment can be fickle and thus will be highly data and event dependent over the balance of 2011. Should we experience a pick-up in global economic indicators or some path to resolving the European sovereign debt crisis, market sentiment can be expected to reverse accordingly.

What factors affected the Fund’s performance during its fiscal year?

§		For the period ended September 30, 2011, the Fund underperformed its style-specific benchmark. While country allocation and stock selection both detracted from the Fund’s relative performance, country allocation was a more negative influence.

§		The most significant individual positive contributor to relative performance during the fiscal year was stock selection within Singapore. Specifically, our overweight exposure to a pan-Asian logistics REIT was the primary driver of this positive security selection. The second most meaningful contributor to relative performance was stock selection within Japan. Namely, our overweight exposure to a diversified office/retail REIT was the driver of this performance.

§		The most significant individual detractor from relative performance during the fiscal year was stock selection within the U.K. More specifically, our overweight exposure to a London focused self-storage REIT was the primary contributor to this negative security selection. The second most important detractor from relative performance was stock selection within Australia. Our lack of exposure to a small-cap office REIT that was subject to M&A discussions and our underweight exposure to a large-cap diversified retail/office REIT were the drivers behind this performance.

§		As we head into the last quarter of 2011 and look forward to 2012, the global economic and real estate outlook has clearly become more uncertain. In the short-term, market sentiment will clearly be dictated by the latest global economic data releases and the progress that the International Monetary Fund, European Central Bank and the Euro-zone governments make in stemming the on-going European sovereign debt crisis. The fact that the recent market news on both these fronts has been at the margin more positive, it is possible that we will see a bounce in the markets into the end of the year.

§		Over the intermediate to long-term, we expect the markets to return to a focus on underlying business and real estate fundamentals. Hence, the outlook for global real estate markets will ultimately depend on a return of global economic growth to more normalized levels to drive demand for commercial real estate space. Given the muted outlook for commercial real estate supply over the intermediate horizon, the threshold amount of demand necessary for global real estate companies to experience decent cash flow and dividend growth is arguably lower than during previous cycles.

There is no guarantee that the Fund will meet its objective.

Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2011.


Retail REITs	41	%
Real Estate Operating Companies	22
Diversified REITs	14
Office REITs	10
Industrial REITs	7
Specialized REITs	2
Other (includes short-term investments)	4

Total	100	%

Investing in the securities of small and mid-sized companies involves greater risks and price volatility than larger, more established companies. Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic and market risk. A non-diversified fund may be more susceptible to any single economic, political or regulatory event affecting an issuer than is a diversified fund. Concentrating investments in REITs involves certain risks such as refinancing, property value changes and management skill.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

International Real Estate Securities Fund (Continued)

Average Annual Total Returns¹for periods ended 9/30/11

Since

Inception

1 Year

Inception

Date

Class A Shares at NAV²

-7.15

-8.94

10/1/07

Class A Shares at POP^3,4

-12.49

-10.28

10/1/07

Class C Shares at NAV²and with CDSC⁴

-7.90

-9.64

10/1/07

Class I Shares at NAV

-7.04

-8.75

10/1/07

S&P 500^{^®}Index

1.14

-5.46

—⁵

FTSE EPRA/NAREIT Developed Rental ex U.S. Index (Gross)

-3.63

-9.63

—⁵

FTSE EPRA/NAREIT Developed Rental ex U.S. Index (Net)

-4.14

-10.15

—⁵

Fund Expense Ratios⁶: A Shares: Gross 1.70%, Net 1.50%; C Shares: Gross 2.45%, Net 2.25%; Class I Shares: Gross 1.45%, Net 1.25%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 5.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		The since inception index returns are from the Fund’s inception date.

⁶		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, as supplemented and revised and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios. Net Expense: Expenses reduced by voluntary fee waiver which may be discontinued at any time. Gross Expense: Does not reflect the effect of the voluntary fee waiver.

Growth of $10,000 For periods ended 9/30

This chart assumes an initial investment of $10,000 made on October 1, 2007 (inception date of the Fund), for Class A, Class C and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.



		Ticker Symbols:
		Class A: EMNAX
Market Neutral Fund		Class B: EMNBX
		Class C: EMNCX
		Class I: VIMNX

Market Neutral Fund (the “Fund”) is diversified and has an investment objective of long-term capital appreciation while maintaining minimal portfolio exposure to general equity market risk. There is no guarantee that the Fund will meet its objective.

§		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned -11.59%, Class B shares returned -12.42%, Class C shares returned -12.26%, and Class I shares returned -11.47%. For the same period, the S&P 500^{^®}Index, a broad-based equity index, returned 1.14%, and the Citigroup 90-Day Treasury Bills Index, which is the Fund’s style-specific index appropriate for comparison, returned 0.11%.

		All performance figures assume reinvestment of distributions and exclude the effect of sales charges. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

How did the market perform during the Fund’s fiscal year?

A major factor impacting global markets throughout the fiscal year was the ongoing drama of the debt crisis in the euro-zone. It was certainly not the only factor, but reviewing market performance it’s clear that when the Europeans convinced the world that the crisis was moving towards resolution, stocks rallied. When events in Europe worsened, stocks sold off. As the year wore on, the crisis spread from Greece to peripheral countries, with contagion in large countries Spain and Italy being the most disconcerting.

Taken in total, the year stood out as one in which government actions created a risk-on, risk-off trade. When the Federal Reserve announced QE2, the result was a risk-on rally. When recoveries in Europe and the U.S. faltered, it was risk off. While consistently positive earnings played a role, fundamentals were overwhelmed by expectations of government action. This is not surprising given the level of government intervention in the markets for the past three years.

By the latter stages of the fiscal year, markets occasionally panicked, leading to exceptional volatility. The issues driving the volatility were a potential recession in Europe, the specter of default in Greece, and fears of a double-dip in the U.S. Laid on top of these concerns was a slowdown in China.

What factors affected the Fund’s performance during its fiscal year?

The risk-on, risk-off trade wreaked havoc on fundamental investors of all stripes. By and large stocks traded not on their individual merits, but on how they fit into changing perceptions on the prospects for global economic recovery. When it was risk-on, investors could achieve strong returns by being positioned to benefit from business momentum. When it was risk-off, investors chose to sell first and ask questions later. Stock positioning that worked in risk-on phases tended to suffer when risk came off—and vice versa.

This portfolio takes long positions in stocks of companies expected to deliver earnings improvement or whose business prospects are not reflected in the current price. Companies that are overvalued relative to their growth prospects or that face potential negative catalysts are short candidates. Measures are taken to balance the two sides of the portfolio on a dollar basis, as well as on relevant risk factors, such as sector, market capitalization, and others to generate a positive absolute return based purely on stock selection. This investment strategy struggled during much of the past year—as investors abandoned stock selection based on fundamentals in favor of broader macro bets.

In terms of sector performance, materials was the best sector in the portfolio, largely due to short holdings; utilities, financials, telecom services, and consumer staples detracted from performance, but their negative contributions were relatively small. Consumer discretionary was by far the biggest laggard, followed by health care and industrials. Stock prices in the more cyclical consumer discretionary and industrials saw large swings from the risk-on/risk-off trade discussed above; and similarly in health care the defensive names fared well and more forward-looking investments based on pipeline potential for pharmaceutical firms and biotechs struggled.

Across the teams at the Fund’s subadviser who manage portfolio “slices” of the Fund, the International Core team generated the most positive long-short spread, followed by Emerging Core, which was roughly flat. The value-oriented strategies (Non-U.S. Value, Dynamic Value, and Small Value) generated the most negative result—in some cases all of it in the last quarter—as exposure to value factors generated negative returns in this market environment. The Small-to Mid-Cap Opportunistic team, which continues to be the strongest long-term performer, was also out of sync with this market because of their longer-term view. They make their investment decisions based on normalized earnings power over a full cycle.

As all of these events played out, efforts were redoubled on risk management, and investment theses were re-visited on positions in the portfolio. Catalysts—either positive on long positions or negative for short holdings—were questioned, with emphasis on whether they would be delayed extensively or diminished by continuing economic uncertainty and lack of visibility. If this was the case, positions were closed. There is confidence across the Fund’s portfolio management team that investors will ultimately return to fundamentals and that the portfolio will benefit.

There is no guarantee that the Fund will meet its

Asset Allocation

The following table presents asset allocations within certain sectors as a percentage of total investments as of September 30, 2011.


	Long			Short
	Positions			Positions
Consumer Discretionary		17	%		18	%
Health Care		17			17
Information Technology		16			14
Consumer Staples		15			14
Financials		14			15
Industrials		8			9
Energy		7			7
Other (includes short-term investments)		6			6

Total		100	%		100	%

objective.

Investments in short positions have additional risk that long positions do not. In theory, the risk of loss on a short position is unlimited. Investing in the securities of small and mid-sized companies involves greater risks and price volatility than larger, more established companies. Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic and market risk. Lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. Sector ETFs are subject to sector risks and non-diversification risks, which may result in greater price fluctuations than the overall market. Because the Fund invests in ETFs, it indirectly bears its proportionate share of the operating expenses of the underlying funds. Indirectly, the Fund is subject to all risks associated with the underlying ETFs. Investing in funds that use leverage, short selling, futures, options and/or derivatives may expose the fund to additional risks.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Market Neutral Fund (Continued)

Average Annual Total Returns¹for periods ended 09/30/11

Since

Inception

1 year

5 years

10 years

Inception

Date

Class A Shares at NAV²

-11.59

-2.94

-1.11

—

Class A Shares at POP^3,4

-16.67

-4.08

-1.69

—

Class B Shares at NAV²

-12.42

-3.72

-1.86

—

Class B Shares with CDSC⁴

-15.82

-3.90

-1.86

—

Class C Shares at NAV²and with CDSC⁴

-12.26

-3.67

-1.84

—

Class I Shares at NAV

-11.47

—

-5.47

10/1/09

S&P 500^{^®}Index

1.14

-1.18

2.82

6.95

—⁵

Citigroup 90-Day Treasury Bills Index

0.11

1.62

1.92

0.11

—⁵

Fund Expense Ratios⁶: A Shares: Gross 4.17%, Net 3.92%; B Shares: Gross 4.92%, Net 4.67%; C Shares: Gross 4.92%, Net 4.67%; I Shares: Gross 3.92%, Net 3.67%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 5.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for B shares decline from 5% to 0% over a five year period. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		The since inception index returns are from the inception date of Class I.

⁶		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, as supplemented and revised and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios. Net Expense: Expenses reduced by voluntary fee waiver which may be discontinued at any time. Gross Expense: Does not reflect the effect of the voluntary fee waiver. Net and gross expenses include 2.02% of dividends on short sales and interest expenses.

Growth of $10,000 For periods ended 9/30

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.



		Ticker Symbols:
		Class A: NAMFX
Multi-Sector Fixed Income Fund		Class B: NBMFX
		Class C: NCMFX
		Class I: VMFIX

Multi-Sector Fixed Income Fund (the “Fund”) is diversified and has an investment objective to maximize current income while preserving capital. There is no guarantee that the Fund will meet its objective.

§		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned 1.58%, Class B shares returned 0.82%, Class C shares returned 0.80%, and Class I shares returned 1.93%. For the same period, the Barclays Capital U.S. Aggregate Bond Index, which is both the Fund’s broad-based and style-specific fixed income index, returned 5.26%.

		All performance figures assume reinvestment of distributions and exclude the effect of sales charges. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

How did the market perform during the Fund’s fiscal year?

During the first half of the Fund’s fiscal year the economy showed signs of recovery, with modest improvement in the economic statistics, including manufacturing and consumer confidence. However during the second half of the year the economic recovery slowed and concerns increased about the trajectory of economic growth.

The out-performance of spread sectors over the first three quarters of the Fund’s fiscal year came to an abrupt stop during the third quarter of 2011 as weakness in the credit markets resulted from growing concerns over the debt crisis in the Europe, the U.S. debt ceiling debate and subsequent loss of its AAA long-term rating by Standard & Poors, and global growth concerns. Overall U.S. Treasuries outperformed most spread sectors during the Fund’s fiscal year.

Over the last 12 months yields declined across the U.S. Treasury curve and the curve flattened.

What factors affected the Fund’s performance during its fiscal year?

The underperformance of most spread sectors relative to U.S. Treasuries was a key factor that detracted from fund performance for the year.

Among fixed income sectors, the fund’s overweight to emerging markets, non-U.S. Dollar securities, yankee high quality, and corporate high quality securities detracted from the Fund’s performance.

Strong issue selection within the asset-backed and corporate high yield sectors benefited performance.

There is no guarantee that the Fund will meet its objective.

Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2011.


Corporate Bonds	54	%
Loan Agreements	16
Mortgage-Backed Securities	12
Foreign Government Securities	11
Asset-Backed Securities	2
Preferred Stock	2
Other (includes short-term investments)	3

Total	100	%

Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic and market risk. The Fund may invest in high yield bonds, which may be subject to greater credit and market risks. As interest rates rise, existing bond prices fall and can cause the value of an investment in the Fund to decline. Changes in interest rates will affect the value of longer-term fixed income securities more than shorter-term securities.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Multi-Sector Fixed Income Fund (Continued)

Average Annual Total Returns¹for periods ended 9/30/11

Since

Inception

1 year

5 years

10 years

Inception

Date

Class A Shares at NAV²

1.58

5.70

7.14

—

Class A Shares at POP^3,4

-2.23

4.90

6.73

—

Class B Shares at NAV²

0.82

4.92

6.34

—

Class B Shares with CDSC⁴

-2.98

4.92

6.34

—

Class C Shares at NAV²and with CDSC⁴

0.80

4.93

6.35

—

Class I Shares at NAV

1.93

—

8.47

10/1/09

Barclays Capital U.S. Aggregate Bond Index

5.26

6.53

5.66

6.51

—⁵

Fund Expense Ratios⁶: A Shares: 1.16%, B Shares: 1.91%, C Shares: 1.91%, I Shares: 0.91%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 3.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for B shares decline from 5% to 0% over a five year period. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		The since inception index returns are from the inception date of Class I Shares.

⁶		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, as supplemented and revised and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios.

Growth of $10,000 For periods ended 9/30

The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.



		Ticker Symbols:
		Class A: PSFRX
Senior Floating Rate Fund		Class C: PFSRX
		Class I: PSFIX

§		Senior Floating Rate Fund *(the “Fund”)* is diversified and has an investment objective of high total return from both current income and capital appreciation. There is no guarantee that the Fund will meet its objective.

§		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned 1.62%, Class C shares returned 0.85%, and Class I shares returned 1.78%. For the same period, the Barclays Capital U.S. Aggregate Bond Index, a fixed income index, returned 5.26%, and the S&P/LSTA Leveraged Loan Index, the Fund’s style-specific benchmark, returned 1.80%.

		All performance figures assume reinvestment of distributions and exclude the effect of sales charges. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

How did the market perform during the Fund’s fiscal year?

The U.S. Leveraged Loan Market, as represented by the S&P/LSTA Leveraged Loan Index and the Credit Suisse Leveraged Loan Index, returned 1.80% and 3.54% respectively for the fiscal year ended September 30, 2011, underperforming the majority of higher quality fixed income sectors. However bank loans outperformed lower quality sectors such as high yield and emerging markets.

Within the bank loan market the lower quality rating tiers underperformed.

Bank Loan performance benefited from a combination of factors including attractive valuations and improving fundamentals, such as a decline in the projected default rate. Strong investor demand also benefited the sector during the first nine months of the fiscal year. During the last three months of the fiscal year the bank loan sector weakened due to a flight to quality caused by factors such as growing concerns over the debt crisis in Europe, the U.S. debt ceiling debate and subsequent loss of its AAA long-term rating by Standard & Poors, and global growth concerns.

What factors affected the Fund’s performance during its fiscal year?

The modestly positive return of the U.S. Leveraged Loan Market contributed to the positive return for the fund during the year. Similar to the bank loan market, the fund underperformed most higher quality fixed income sectors.

The underweight in the Fund to the lowest quality rating tiers relative to the index contributed positively to the Fund’s performance as the CCC and the distressed loan quality tiers underperformed. An overweight to split B rated and underweight not rated bank loans detracted from Fund performance relative to the index.

Overall positive issue selection and industry weightings in the Fund relative to the index benefited performance. Specifically the Fund’s overweight diversified media and utilities and issue selection within diversified media, broadcasting, and energy industry helped the performance of the Fund.

There is no guarantee that the Fund will meet its objective.

Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2011.


Consumer Discretionary	27	%
Information Technology	15
Health Care	12
Industrials	9
Materials	9
Financials	8
Consumer Staples	5
Other (includes short-term investments)	15

Total	100	%

Investing in funds that use leverage, short selling, futures, options and/or derivatives may expose the Fund to additional risks. Investing internationally involves additional risks such as currency, political, accounting, economic and market risk. The Fund may invest in high yield bonds, which may be subject to greater credit and market risks. As interest rates rise, existing bond prices fall and can cause the value of an investment in the Fund to decline. Changes in interest rates will affect the value of longer-term fixed income securities more than shorter-term securities.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Senior Floating Rate Fund (Continued)

Average Annual Total Returns¹for periods ended 9/30/11

Since

Inception

1 Year

Inception

Date

Class A Shares at NAV²

1.62

5.12

1/31/08

Class A Shares at POP^3,4

-1.17

4.33

1/31/08

Class C Shares at NAV²and with CDSC⁴

0.85

4.37

1/31/08

Class I Shares at NAV

1.78

5.37

1/31/08

Barclays Capital U.S. Aggregate Bond Index

5.26

6.18

—⁵

S&P/LSTA Leveraged Loan Index

1.80

5.26

—⁵

Fund Expense Ratios⁶: A Shares: Gross 1.20%, Net 1.20%; C Shares: Gross 1.95%, Net 1.95%; I Shares: Gross 0.95%, Net 0.95%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 4.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		The since inception index returns are from the Fund’s inception date.

⁶		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, as supplemented and revised and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios. Net Expense: Expenses reduced by voluntary fee waiver which may be discontinued at any time. Gross Expense: Does not reflect the effect of the voluntary fee waiver.

Growth of $10,000 For periods ended 9/30

This chart assumes an initial investment of $10,000 made on January 31, 2008 (inception date of the Fund), for Class A, Class C and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

VIRTUS BOND FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE			VALUE
U.S. GOVERNMENT SECURITIES—13.6%
U.S. Treasury Bond
2.875%, 3/31/18	$	450		$	494
3.500%, 2/15/39		8,330			9,291
U.S. Treasury Note
1.125%, 12/15/12		8,070			8,160
1.000%, 8/31/16⁽⁶⁾		70			70
2.625%, 8/15/20		2,175			2,333

TOTAL U.S. GOVERNMENT SECURITIES (Identified Cost $17,830)					20,348


MUNICIPAL BONDS—1.3%

Michigan—0.1%
City of Flat Rock Finance Authority, Taxable Series A, 6.750%, 10/1/16		85			91


New York—0.3%
New York City Municipal Water Finance Authority 5.000%, 6/15/44		500			538


Rhode Island—0.7%
City of Woonsocket Pension Funding Taxable (AGM Insured) 5.660%, 7/15/13		1,000			1,051


Texas—0.2%
Dallas Area Rapid Transit 5.250%, 12/1/48		330			353

TOTAL MUNICIPAL BONDS (Identified Cost $1,997)					2,033


MORTGAGE-BACKED SECURITIES—31.6%

Agency—24.7%
FHLMC
7.500%, 4/1/14		9			10
7.000%, 4/1/16		12			14
6.500%, 4/1/31		2,789			3,165
7.000%, 1/1/33		143			166
5.000%, 1/1/35		86			93
5.000%, 7/1/35		2,995			3,248
FHLMC REMICs
JA-2777 4.500%, 11/15/17		126			128
CH-2904 4.500%, 4/15/19		525			545
FNMA
7.000%, 5/1/14		7			8
6.000%, 10/1/14		119			129
6.500%, 6/1/16		79			87
6.000%, 7/1/17		45			49
5.500%, 9/1/17		107			116
0.000%, 10/9/19		900			685
5.000%, 4/1/20		226			244
4.000%, 6/1/20		157			167
5.000%, 8/1/21		64			69
6.000%, 5/1/29		111			123
6.500%, 5/1/30		4			5
7.500%, 3/1/31		80			94
7.000%, 7/1/31		58			67
7.000%, 9/1/31		92			106
6.500%, 2/1/32		189			214
6.500%, 3/1/32		85			96
5.500%, 4/1/33		100			109
5.000%, 5/1/33		1,346			1,455
5.500%, 6/1/33		774			846
5.500%, 7/1/33		699			764
5.000%, 9/1/33		175			189
6.000%, 11/1/34		527			584
5.500%, 12/1/35		139			152
5.500%, 3/1/36		303			331
5.500%, 4/1/36		281			309
5.500%, 9/1/36		1,094			1,195
5.500%, 12/1/36		663			730
6.500%, 5/1/37		843			938
6.000%, 9/1/37		44			49
6.000%, 10/1/37		208			229
6.000%, 1/1/38		116			129
6.000%, 2/1/38		106			118
6.000%, 2/1/38		67			73
6.000%, 2/1/38		100			110
6.000%, 3/1/38		543			606
6.500%, 3/1/38		3,186			3,577
5.500%, 4/1/38		381			419
6.000%, 5/1/38		113			125
5.500%, 6/1/38		159			176
6.000%, 7/1/38		2,667			2,967
6.000%, 8/1/38		288			321
6.000%, 8/1/38		454			506
6.000%, 8/1/38		1,286			1,431
6.000%, 8/1/38		111			122
4.500%, 5/1/39		1,763			1,886
6.000%, 8/1/39		1,720			1,923
5.500%, 9/1/39		1,934			2,135
4.500%, 9/1/40		1,043			1,128
FNMA 98-M7, Z 6.390%, 5/25/36		14			14
FNMA 99-M2,B 6.509%, 3/25/29⁽²⁾		1,085			1,241
FNMA REMICs 03-42, HC 4.500%, 12/25/17		202			209
GNMA
8.500%, 11/15/22		—	⁽¹⁰⁾		—	⁽¹⁰⁾
6.500%, 9/15/28		62			71
7.500%, 9/15/29		134			157

					36,952


Non-Agency—6.9%
American Tower Trust 07-1A, AFX 144A 5.420%, 4/15/37⁽³⁾		190			203
Bear Stearns Commercial Mortgage Securities
05-PWR9, A4B 4.943%, 9/11/42		955			906
07-T28, A3 5.793%, 9/11/42		1,120			1,193
Citigroup Commercial Mortgage Trust 08-C7, AM 6.275%, 12/10/49⁽²⁾		530			469
Commercial Mortgage Pass Through Certificates 05-C6, A5A 5.116%, 6/10/44⁽²⁾		830			899
Commercial Mortgage Pass-Through Certificates 07-C9, A4 6.008%, 12/10/49⁽²⁾		70			76
Credit Suisse Mortgage Capital Certificates
06-C1, A3 5.595%, 2/15/39⁽²⁾		70			73
06-C5, A3 5.311%, 12/15/39		700			733
JP Morgan Chase Commercial Mortgage Securities Corp. 07-CB19, AM 5.932%, 2/12/49⁽²⁾		755			660
Morgan Stanley Capital I
07-T27, A4 5.795%, 6/11/42⁽²⁾		1,050			1,174
07-T27, AJ 5.795%, 6/11/42⁽²⁾		800			646
05-IQ10, A4B 5.284%, 9/15/42⁽²⁾		700			675
06-IQ11, A4 5.898%, 10/15/42⁽²⁾		735			802
Wachovia Bank Commercial Mortgage Trust 06-C23, A5 5.416%, 1/15/45⁽²⁾		1,710			1,856

					10,365


TOTAL MORTGAGE-BACKED SECURITIES (Identified Cost $45,143)					47,317


CORPORATE BONDS AND NOTES—47.2%

Consumer Discretionary—5.3%
AMC Entertainment, Inc. 9.750%, 12/1/20		365			332
Ameristar Casinos, Inc. 144A 7.500%, 4/15/21⁽³⁾		135			131
Bon-Ton Department Stores, Inc. (The) 10.250%, 3/15/14⁽⁶⁾		605			487
Brown Shoe Co., Inc. 7.125%, 5/15/19		755			642
Caesar’s Entertainment Operating Co., Inc. 10.000%, 12/15/18		545			327
CCO Holdings LLC / CCO Holdings Capital Corp. 6.500%, 4/30/21		440			418
Cequel Communications Holdings I LLC / Cequel Capital Corp. 144A 8.625%, 11/15/17⁽³⁾		280			279
Discovery Communications LLC 3.700%, 6/1/15		265			279
Fortune Brands, Inc. 3.000%, 6/1/12		525			528
Landry’s Holdings, Inc. 144A 11.500%, 6/1/14⁽³⁾		545			507
NBC Universal Media LLC
2.100%, 4/1/14		470			477
4.375%, 4/1/21		415			427

See Notes to Financial Statements

VIRTUS BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE		VALUE
Consumer Discretionary—continued
Peninsula Gaming LLC/ Peninsula Gaming Corp. 10.750%, 8/15/17	$	390	$	378
Rent-A-Center, Inc. 6.625%, 11/15/20		365		352
Scientific Games International, Inc. 9.250%, 6/15/19		340		344
Spencer Spirit Holdings, Inc./ Spencer Gifts LLC/Spirit Halloween Superstores 144A 11.000%, 5/1/17⁽³⁾		155		147
Time Warner Cable, Inc.
5.000%, 2/1/20		500		532
4.000%, 9/1/21		315		309
5.500%, 9/1/41		160		159
United Artists Theatre Circuit, Inc. Series BD-1 9.300%, 7/1/15⁽⁴⁾⁽⁵⁾		18		18
Unitymedia Hessen GmbH & Co. KG/ Unitymedia NRW GmbH 144A 8.125%, 12/1/17⁽³⁾		420		422
Valassis Communication 6.625%, 2/1/21⁽⁶⁾		390		367
Visteon Corp. 144A 6.750%, 4/15/19⁽³⁾		135		122

				7,984


Consumer Staples—1.2%
Altria Group, Inc. 9.250%, 8/6/19		170		223
Beverages & More, Inc. 144A 9.625%, 10/1/14⁽³⁾		690		688
Kraft Foods, Inc.
2.625%, 5/8/13		190		194
6.125%, 2/1/18		315		370
Philip Morris International, Inc. 6.875%, 3/17/14		185		210
Rite Aid Corp. 6.875%, 8/15/13⁽⁶⁾		90		86

				1,771


Energy—3.8%
Clayton Williams Energy, Inc. 144A 7.750%, 4/1/19⁽³⁾		495		428
El Paso Pipeline Partners Operating Co. LLC 4.100%, 11/15/15		605		616
Enterprise Products Operating LLC
4.050%, 2/15/22		455		457
5.700%, 2/15/42		455		480
Kinder Morgan Energy Partners LP
5.850%, 9/15/12		305		317
9.000%, 2/1/19		225		288
Linn Energy LLC / Linn Energy Finance Corp.
144A 6.500%, 5/15/19⁽³⁾		305		282
7.750%, 2/1/21		190		191
Newfield Exploration Co. 5.750%, 1/30/22		370		366
OGX Petroleo e Gas Participacoes SA 144A 8.500%, 6/1/18⁽³⁾		475		430
Petrobras International Finance Co. 5.375%, 1/27/21		540		546
Petroleos Mexicanos 144A 6.500%, 6/2/41⁽³⁾		770		797
Petropower I Funding Trust 144A 7.360%, 2/15/14⁽³⁾		52		52
Specta Energy Partners LP 4.600%, 6/15/21		145		149
TransCanada Pipelines Ltd. 6.350%, 5/15/67⁽²⁾		215		214

				5,613


Financials—23.5%
Abbey National Capital Trust I 8.963%, 12/29/49⁽²⁾		470		456
Abbey National Treasury Services plc 4.000%, 4/27/16		925		854
AFLAC, Inc. 6.450%, 8/15/40		650		647
Ally Financial, Inc. 0.000%, 6/15/15		760		545
American Express Co. 7.250%, 5/20/14		540		612
Bank of America Corp.
5.750%, 8/15/16		705		653
5.625%, 7/1/20		590		544
5.000%, 5/13/21		675		603
Barclays Bank plc
5.200%, 7/10/14		415		425
Series 1, 5.000%, 9/22/16		670		672
Bear Stearns Cos., Inc. LLC (The) 7.250%, 2/1/18		390		460
Capital One Financial Corp. 7.375%, 5/23/14		250		279
Capital IV 8.875%, 5/15/40		320		325
Capital One Financial Corp. 6.150%, 9/1/16		420		445
Chubb Corp. 6.375%, 3/29/67⁽²⁾		300		291
Citigroup, Inc.
5.000%, 9/15/14		1,185		1,163
4.875%, 5/7/15		190		190
CNA Financial Corp. 5.875%, 8/15/20		785		808
CNL Lifestyles Properties 7.250%, 4/15/19		455		394
Credit Suisse
6.000%, 2/15/18		425		432
5.860%^(2)(8)(9)		385		302
CVS Pass-Through Trust 144A 7.507%, 1/10/32⁽³⁾		257		303
Developers Diversified Realty Corp. 7.875%, 9/1/20		640		680
Digital Realty Trust LP 5.250%, 3/15/21		745		738
Duke Realty LP 5.950%, 2/15/17		645		676
E*Trade Financial Corp. 7.875%, 12/1/15		215		210
Felcor Lodging LP 144A 6.750%, 6/1/19⁽³⁾		560		504
Ford Motor Credit Co. LLC 5.000%, 5/15/18		580		562
General Electric Capital Corp.
2.800%, 1/8/13		810		824
4.375%, 9/16/20		375		382
5.300%, 2/11/21		330		343
GFI Group, Inc. 144A 8.375%, 7/19/18⁽³⁾		260		242
Goldman Sachs Group, Inc. (The)
3.700%, 8/1/15		205		201
6.000%, 6/15/20		425		438
5.250%, 7/27/21		570		563
HSBC Holdings plc 5.100%, 4/5/21		480		495
Icahn Enterprises LP/Icahn Enterprises Finance Corp. 8.000%, 1/15/18		575		576
International Lease Finance Corp.
8.750%, 3/15/17⁽⁶⁾		385		388
6.250%, 5/15/19		260		227
JPMorgan Chase & Co.
5.125%, 9/15/14		585		616
3.450%, 3/1/16		435		437
KeyCorp 5.100%, 3/24/21		480		485
Lloyds TSB Bank plc
4.875%, 1/21/16		320		316
6.375%, 1/21/21		500		494
Macquarie Bank Ltd. 144A 6.625%, 4/7/21⁽³⁾		310		292
Macquarie Group Ltd. 144A 6.250%, 1/14/21⁽³⁾		740		701
MetLife, Inc. 5.000%, 6/15/15		520		570
Metropolitan Life Global Funding I 144A 2.875%, 9/17/12⁽³⁾⁽⁶⁾		455		462
Morgan Stanley
6.000%, 4/28/15		415		413
6.625%, 4/1/18		605		601
5.500%, 7/28/21		70		65
Nomura Holdings, Inc. 4.125%, 1/19/16		645		655
Oppenheimer Holdings, Inc. 8.750%, 4/15/18		130		127
Prudential Financial, Inc.
3.625%, 9/17/12		555		564
6.200%, 1/15/15		345		379
7.375%, 6/15/19		355		416
8.875%, 6/15/38⁽²⁾⁽⁹⁾		430		464
QBE Capital Funding II LP 144A 7.250%, 5/24/41⁽²⁾⁽³⁾		300		271
Rabobank NV
5.250%, 5/24/41		595		654
144A 11.000%^(2)(3)(8)(9)		395		475
Regions Financial Corp. 0.528%, 6/26/12⁽²⁾		835		819

See Notes to Financial Statements

VIRTUS BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE		VALUE
Financials—continued
4.875%, 4/26/13	$	520	$	507
5.750%, 6/15/15		520		499
Resona Bank Ltd. 144A 5.850%, 9/29/49^(2)(3)(8)(9)		985		971
Royal Bank of Scotland plc (The)
4.375%, 3/16/16		305		292
5.625%, 8/24/20		605		585
Santander Issuances S.A Unipersonal 144A 5.911%, 6/20/16⁽³⁾		1,085		1,037
SunTrust Banks, Inc. 5.250%, 11/5/12		210		218
Toronto-Dominion Bank 2.500%, 7/14/16		290		298
Wells Fargo & Co.
3.676%, 6/15/16		370		385
4.600%, 4/1/21		320		342
Woodside Finance Ltd. 144A 4.600%, 5/10/21⁽³⁾		315		326

				35,188


Health Care—1.6%
Aviv Healthcare Properties LP/Aviv Healthcare Capital Corp. 7.750%, 2/15/19		340		322
Boston Scientific Corp. 6.000%, 1/15/20		365		410
Express Scripts, Inc.
5.250%, 6/15/12		375		385
7.250%, 6/15/19		110		135
HCA, Inc. 7.500%, 2/15/22		330		305
Stryker Corp. 2.000%, 9/30/16		310		312
Valeant Pharmaceuticals International, Inc. 144A 7.250%, 7/15/22⁽³⁾		600		530

				2,399


Industrials—1.9%
AE Escrow Corp. 144A 9.750%, 3/15/20⁽³⁾		145		140
Allison Transmission, Inc. 144A 7.125%, 5/15/19⁽³⁾		555		505
B-Corp Merger Sub, Inc. 144A 8.250%, 6/1/19⁽³⁾		300		271
Cenveo Corp. 7.875%, 12/1/13		845		596
DynCorp International, Inc. 10.375%, 7/1/17		660		579
Hutchison Whampoa International Ltd. 144A 5.750%, 9/11/19⁽³⁾		315		339
Valmont Industries, Inc. 6.625%, 4/20/20		415		484

				2,914


Information Technology—1.9%
CommScope, Inc. 144A 8.250%, 1/15/19⁽³⁾		415		407
EarthLink, Inc. 144A 8.875%, 5/15/19⁽³⁾		570		503
Fiserv, Inc.
3.125%, 6/15/16		380		385
4.750%, 6/15/21		305		318
Intuit, Inc. 5.750%, 3/15/17		235		264
Lender Processing Services, Inc. 8.125%, 7/1/16⁽⁶⁾		550		520
Sensata Technologies, Inc. 144A 6.500%, 5/15/19⁽³⁾		130		124
Xerox Corp. 4.250%, 2/15/15		370		391

				2,912


Materials—2.1%
AEP Industries, Inc. 8.250%, 4/15/19		130		123
American Rock Salt Co. LLC 144A 8.250%, 5/1/18⁽³⁾		130		114
Ball Corp. 6.750%, 9/15/20		190		198
Boise Paper Holdings LLC/ Boise Finance Co. 8.000%, 4/1/20		395		403
Corp Nacional del Cobre de Chile 144A 3.750%, 11/4/20⁽³⁾		135		134
Dow Chemical Co. (The)
6.000%, 10/1/12		555		580
5.900%, 2/15/15		540		596
4.250%, 11/15/20		235		237
Reynolds Group Holdings, Inc./Reynolds Group Issuer LLC 144A 8.250%, 2/15/21⁽³⁾		650		517
Solutia, Inc. 7.875%, 3/15/20⁽⁶⁾		215		227

				3,129


Telecommunication Services—2.8%
AT&T, Inc.
4.450%, 5/15/21		300		322
3.875%, 8/15/21		505		520
CenturyLink, Inc. 6.450%, 6/15/21		495		460
Cincinnati Bell, Inc. 8.375%, 10/15/20⁽⁶⁾		400		373
Clearwire Communications LLC / Clearwire Finance, Inc. 144A 12.000%, 12/1/17⁽³⁾⁽⁶⁾		730		442
GCI, Inc. 8.625%, 11/15/19		200		210
Goodman Networks, Inc. 144A 12.125%, 7/1/18⁽³⁾		545		511
NII Capital Corp. 7.625%, 4/1/21		275		274
Telcordia Technologies, Inc. 144A 11.000%, 5/1/18⁽³⁾		295		369
West Corp. 7.875%, 1/15/19		150		142
Windstream Corp.
8.125%, 9/1/18		185		187
7.000%, 3/15/19		335		323

				4,133


Utilities—3.1%
AmeriGas Partners LP/ AmeriGas Finance Corp. 6.250%, 8/20/19		140		135
Atmos Energy Corp. 6.350%, 6/15/17		360		429
Calpine Corp.
144A 7.875%, 7/31/20⁽³⁾⁽⁶⁾		145		141
144A 7.500%, 2/15/21⁽³⁾		375		360
CMS Energy Corp.
2.750%, 5/15/14		155		153
6.250%, 2/1/20		645		669
Dominion Resources, Inc. 8.875%, 1/15/19		120		160
El Paso Pipeline Partners Operating Co. LLC 5.000%, 10/1/21		365		368
Georgia Power Co. 6.000%, 11/1/13		225		247
Nevada Power Co. Series O 6.500%, 5/15/18		345		414
Southern Power Co. 5.150%, 9/15/41		330		344
Texas Competitive Electric Holdings Co. LLC/Texas Competitive Holdings Finance, Inc. 144A 11.500%, 10/1/20⁽³⁾		545		439
Virginia Electric & Power Co. Series A 5.400%, 1/15/16		645		742

				4,601



TOTAL CORPORATE BONDS AND NOTES (Identified Cost $71,224)				70,644


CONVERTIBLE BONDS—0.2%
Wells Fargo Capital XIII 7.700%^(2)(8)(9)		355		355


TOTAL CONVERTIBLE BONDS (Identified Cost $339)				355


LOAN AGREEMENTS⁽²⁾—1.9%

Consumer Discretionary—0.6%
Chrysler Group LLC/ Chrysler Group Co-Issuer, Inc. Tranche B, 4.750%, 5/24/17		474		414
KAR Auction Services, Inc. 3.750%, 5/19/17		249		242
Transtar Industries, Inc. Tranche 2, 8.500%, 12/21/17		250		244

				900


Consumer Staples—0.7%
Roundy’s Supermarkets, Inc. Tranche 2, 8.000%, 4/16/16		1,050		1,032


Financials—0.2%
Springleaf Financial Funding Co. (American General Finance Corp.) 4.250%, 5/10/17		450		391

See Notes to Financial Statements

VIRTUS BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE		VALUE
Telecommunication Services—0.4%
Level 3 Communications, Inc. Tranche A, 2.250%, 3/13/14		600	$	562

TOTAL LOAN AGREEMENTS (Identified Cost $3,041)				2,885


	SHARES
PREFERRED STOCK—1.4%

Financials—1.4%
Citigroup Capital XIII 7.875%,⁽²⁾		16,200	428
GMAC Capital Trust I 8.125%⁽²⁾		32,800	599
ING Capital Funding Trust III 3.907%⁽²⁾		1,060	793
JPMorgan Chase & Co. 7.90%⁽²⁾⁽⁶⁾		280	288

TOTAL PREFERRED STOCK (Identified Cost $2,464)			2,108

TOTAL LONG-TERM INVESTMENTS—97.2% (Identified Cost $142,038)			145,690


	SHARES		VALUE
SHORT-TERM INVESTMENTS—1.3%

Money Market Mutual Funds—1.3%
BlackRock Liquidity Funds TempFund Portfolio — Institutional Shares (seven-day effective yield 0.090%)		1,942,499	$	1,942

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $1,942)				1,942


SECURITIES LENDING COLLATERAL—2.5%
BlackRock Liquidity Funds TempCash Portfolio — Institutional Shares (seven-day effective yield 0.100%)⁽⁷⁾		3,690,107		3,690

TOTAL SECURITIES LENDING COLLATERAL (Identified Cost $3,690)				3,690


TOTAL INVESTMENTS—101.0% (Identified Cost $147,670)				151,322	⁽¹⁾


Other assets and liabilities, net—(1.0)%				(1,549	)

NET ASSETS—100.0%			$	149,773

Abbreviations:


AGM		Assured Guaranty Municipal Corp.

FHLMC		Federal Home Loan Mortgage Corporation (“Freddie Mac”).

FNMA		Federal National Mortgage Association (“Fannie Mae”).

GNMA		Government National Mortgage Association (“Ginnie Mae”).

REMIC		Real Estate Mortgage Investment Conduit

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Variable or step coupon security; interest rate shown reflects the rate in effect at September 30, 2011.

⁽³⁾		Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2011, these securities amounted to a value of $15,918 or 10.6% of net assets.

⁽⁴⁾		Security valued at fair value as determined in good faith by or under the direction of the Trustees. This security is disclosed as a level 3 security in the disclosure table located after the Schedule of Investments.

⁽⁵⁾		Illiquid security.

⁽⁶⁾		All or a portion of security is on loan.

⁽⁷⁾		Represents security purchased with cash collateral received for securities on loan.

⁽⁸⁾		No contractual maturity date.

⁽⁹⁾		Interest payments may be deferred.

⁽¹⁰⁾		Amount less than $500.


Country Weightings (Unaudited)^†
United States (includes short-term investments and securities lending collateral)	90	%
United Kingdom	3
Australia	1
Brazil	1
Japan	1
Netherlands	1
Spain	1
Other	2

Total	100	%


^† %		of total investments as of September 30, 2011

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2011 (see Security Valuation Note 2A in the Notes to Financial Statements).


					Level 2 –		Level 3 –
	Total		Level 1 –		Significant		Significant
	Value at		Quoted		Observable		Unobservable
	September 30, 2011		Prices		Inputs		Inputs
Investments in Securities:
Debt Securities:
Convertible Bonds	$	355	$	—	$	355	$	—
Corporate Bonds and Notes		70,644		—		70,626		18
Loan Agreements		2,885		—		2,885		—
Mortgage-Backed Securities		47,317		—		47,317		—
Municipal Bonds		2,033		—		2,033		—
U.S. Government Securities		20,348		—		20,348		—
Equity Securities:
Preferred Stock		2,108		—		2,108		—
Securities Lending Collateral		3,690		3,690				—
Short-Term Investments		1,942		1,942		—		—

Total Investments	$	151,322	$	5,632	$	145,672	$	18

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

See Notes to Financial Statements

VIRTUS CA TAX-EXEMPT BOND FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE		VALUE
MUNICIPAL TAX-EXEMPT BONDS⁽²⁾ —97.4%

Development Revenue—5.8%
Hercules Redevelopment Agency, Tax-Allocation (AMBAC Insured) 5.000%, 8/1/29	$	500	$	316
Ontario Redevelopment Financing Authority, (NATL Insured) 5.250%, 8/1/13		500		506
San Diego Redevelopment Agency Center City,
Tax Allocation Series B (AMBAC Insured) 5.350%, 9/1/24		1,000		1,002
Tax Allocation Series A (AMBAC Insured) 4.750%, 9/1/30		500		465
Santa Clara Redevelopment Agency, (NATL Insured) 5.000%, 6/1/22		1,000		1,005

				3,294


Education Revenue—1.9%
North City West School Facilities Financing Authority, Series B (AMBAC Insured) 5.250%, 9/1/19		1,000		1,100


General Obligation—18.2%
Antelope Valley Union High School District, Series A (NATL Insured) 5.000%, 2/1/27		1,000		1,020
Brea Olinda Unified School District, Series A (NATL, FGIC Insured) 6.000%, 8/1/15		150		175
Butte-Glenn Community College District, Series A (NATL Insured) 5.500%, 8/1/19		1,000		1,042
California State Veterans Bonds, Series CC 4.500%, 12/1/37		45		41
Gilroy Unified School District, (NATL, FGIC Insured) 5.000%, 8/1/27		500		511
Los Angeles Unified School District, 2002 Election Series C (AGM Insured) 5.000%, 7/1/24		500		547
Series A-1 (NATL Insured) 4.500%, 1/1/28		500		505
New Haven Unified School District, (AGC Insured) 0.000%, 8/1/33		1,500		400
Norwalk — La Mirada Unified School District, 2002 Election Series D (AGM Insured) 0.000%, 8/1/33		1,500		369
Placer Union High School District, (AGM Insured) 0.000%, 8/1/32		1,500		421
Rancho Santiago Community College District, 2002 Election Series C (AGM Insured) 0.000%, 9/1/27		1,200		501
San Rafael City High School District, 2002 Election Series B (NATL, FGIC Insured) 0.000%, 8/1/26		1,000		455
State of California,
5.500%, 3/1/26		500		550
5.000%, 6/1/32		675		690
5.000%, 9/1/32		500		518
5.000%, 11/1/32		250		256
5.000%, 12/1/37		250		255
6.000%, 4/1/38		250		277
Walnut Valley Unified School District, Series A (NATL Insured) 0.000%, 8/1/19		3,095		1,833

				10,366


General Revenue—13.5%
Anaheim Public Financing Authority, Series C (AGM Insured) 6.000%, 9/1/16		1,600		1,833
City of Pomona, Certificates of Participation (AMBAC Insured) 5.500%, 6/1/28		1,365		1,404
Golden State Tobacco Securitization Corp., Series A-1
5.125%, 6/1/47		1,250		793
5.750%, 6/1/47		1,000		704
Los Angeles County Public Works Financing Authority, Series A (AGM Insured) 5.500%, 10/1/18		355		404
South Bay Regional Public Communications Authority, Series B (ACA Insured) 4.750%, 1/1/31		635		494
State of California Public Works Board, Department of Health Services, Series B (XLCA Insured) 5.000%, 11/1/17		460		500
Department of General Services, Series A 6.125%, 4/1/29		500		549
Various Capital Projects Series G-1 5.750%, 10/1/30		500		525
Department of Forestry & Fire Protection Series E 5.000%, 11/1/32		500		482

				7,688


Higher Education Revenue—6.4%
California Educational Facilities Authority, Stanford University 5.250%, 4/1/40		500		653
Pomona College Series A 5.000%, 7/1/45		500		511
California State University, Series A (NATL, FGIC Insured) 5.000%, 11/1/26		250		258
Series A 5.250%, 11/1/38		635		670
University of California, Series D (NATL, FGIC Insured) 5.000%, 5/15/28		500		532
Series G (NATL, FGIC Insured) 4.750%, 5/15/35		525		531
Series B 4.750%, 5/15/38		500		506

				3,661


Medical Revenue—8.5%
California Health Facilities Financing Authority, Stanford Hospital and Clinics Series A 5.000%, 11/15/14		250		269
Cedars-Sinai Medical Center 5.000%, 11/15/34		500		499
Providence Health & Services Series C 6.500%, 10/1/38		295		334
Kaiser Permanente Series A 5.250%, 4/1/39		500		507
California Statewide Communities Development Authority, Kaiser Permanente Series B 5.000%, 3/1/41		500		500
Sutter Health Series B 5.625%, 8/15/42		1,000		1,007
St. Joseph Health System (FGIC Insured) 5.750%, 7/1/47		500		518
San Joaquin General Hospital Project, Certificates of Participation (NATL Insured) 5.250%, 9/1/12		100		100
State of California Public Works Board, Department of Mental Health Series A 5.500%, 6/1/16		1,000		1,091

				4,825


Municipal Utility District Revenue—2.7%
East Bay Municipal Utility District, (NATL Insured) 5.000%, 6/1/35		500		522
Sacramento Municipal Utilities District Financing Authority, (NATL Insured)
4.750%, 7/1/26		500		486
5.000%, 8/15/26		500		549

				1,557

See Notes to Financial Statements

VIRTUS CA TAX-EXEMPT BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE		VALUE
Natural Gas Revenue—1.3%
Roseville Natural Gas Financing Authority, 5.000%, 2/15/24	$	750	$	714


Power Revenue—1.5%
Northern California Power Agency, Series A (NATL Insured) 5.200%, 7/1/32		330		330
Southern California Public Power Authority, Series 1, 5.000%, 7/1/28		500		540

				870


Pre-Refunded—23.7%
California Health Facilities Financing Authority, Providence Health & Services Series C, Pre-refunded 10/1/18 @100 6.500%, 10/1/38		5		7
California Infrastructure & Economic Development Bank, Pre-refunded 7/1/26 @100 (AMBAC Insured) 5.125%, 7/1/37		500		633
Contra Costa County Home Mortgage, (GNMA Collateralized) 7.500%, 5/1/14⁽³⁾		500		591
Cypress Single Family Residential Mortgage, Series B (Private Mortgage Insurance) 7.250%, 1/1/12⁽³⁾		200		203
Grossmont-Cuyamaca Community College District, Election of 2002 Series A Pre-refunded 8/1/13 @100 (NATL Insured) 5.000%, 8/1/19		210		227
Huntington Park Redevelopment Agency Single Family Residential Mortgage, Series A (FHA/VA/PRIV MTGS Insured) 8.000%, 12/1/19⁽³⁾		2,400		3,446
Los Angeles Harbor Department, 7.600%, 10/1/18⁽³⁾		715		885
Northern California Power Agency, Series A Pre-refunded 7/1/21 @ 100 (AMBAC Insured) 7.500%, 7/1/23		195		270
Riverside County Single Family, Series B (GNMA Collateralized) 8.625%, 5/1/16⁽³⁾		1,000		1,313
Series A (GNMA Collateralized) 7.800%, 5/1/21⁽³⁾		4,000		5,778
Stockton Housing Facility, Series A Pre-refunded 9/20/17 @ 100 (GNMA Collateralized) 5.600%, 3/20/28		185		186

				13,539


Transportation Revenue—4.7%
Alameda Corridor Transportation Authority, Series A (NATL Insured) 5.125%, 10/1/17		125		125
Bay Area Toll Authority, San Francisco Bay Area, Series F-1 5.000%, 4/1/34		500		532
Series F-1 5.125%, 4/1/39		500		535
City of Long Beach Airport, Series A 5.000%, 6/1/30		200		207
Los Angeles International Airport, Series A 5.000%, 5/15/40		500		533
San Diego County Regional Airport Authority, Series A 5.000%, 7/1/40		250		253
Series B 5.000%, 7/1/40		500		507

				2,692


Water & Sewer Revenue—9.2%
California Statewide Communities Development Authority, 4.800%, 9/1/46		1,000		908
Delta Diablo Sanitation District, Certificates of Participation (NATL Insured) 0.000%, 12/1/16		1,070		914
El Dorado Irrigation District, Certificates of Participation, Series A (NATL, FGIC Insured) 5.250%, 3/1/16		365		382
Imperial Irrigation District, Series B 5.000%, 11/1/36		300		314
Irvine Ranch Water District, Certificates of Participation, 5.000%, 3/1/24		500		575
Metropolitan Water District of Southern California, Water Works, Series B-1 (NATL, FGIC Insured) 5.000%, 10/1/36		1,000		1,031
Santa Margarita-Dana Point Authority, 5.125%, 8/1/38		600		633
Westlands Water District, Certificates of Participation (NATL Insured) 5.250%, 9/1/14		500		522

				5,279


TOTAL MUNICIPAL TAX-EXEMPT BONDS (Identified Cost $52,923)				55,585


TOTAL LONG-TERM INVESTMENTS—97.4% (Identified Cost $52,923)				55,585


	SHARES		VALUE
SHORT-TERM INVESTMENTS—2.5%

Money Market Mutual Funds—2.5%
BlackRock Liquidity Funds TempFund Portfolio — Insitutional Shares (seven-day effective yield 0.090%)		1,437,490	$	1,437


TOTAL SHORT-TERM INVESTMENTS (Identified Cost $1,437)				1,437


TOTAL INVESTMENTS—99.9% (Identified Cost $54,360)				57,022	⁽¹⁾


Other assets and liabilities, net—0.1%				83

NET ASSETS—100.0%			$	57,105

Abbreviations


ACA		American Capital Access Financial Guarantee Corp.

AGC		Assured Guaranty Corp.

AGM		Assured Guaranty Municipal Corp.

AMBAC		American Municipal Bond Assurance Corp.

FGIC		Financial Guaranty Insurance Company

FHA		Federal Housing Authority

GNMA		Government National Mortgage Association (“Ginnie Mae”)

NATL		National Public Finance Guarantee Corp.

VA		Department of Veterans Affairs

XLCA		XL Capital Assurance

Footnote Legend


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		At September 30, 2011, the concentration of the Fund’s investments by state or territory determined as a percentage of net assets is as follows: California 98%. At September 30, 2011, 67% of the securities in the portfolio are backed by insurance of financial institutions and financial guaranty assurance agencies. Insurers with a concentration greater than 10% of net assets are as follows: NATL 24.7%, and GNMA 13.9%.

⁽³⁾		Escrowed to maturity.

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

See Notes to Financial Statements

VIRTUS GLOBAL COMMODITIES STOCK FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
COMMON STOCKS—85.9%

Consumer Staples—6.5%
Andersons, Inc. (The) (United States)		14,375	$	484
Bunge Ltd. (Bermuda)		2,275		132
Tate & Lyle plc (United Kingdom)		43,495		422

				1,038


Energy—16.8%
Alpha Natural Resources, Inc. (United States)⁽²⁾		3,475		61
Baytex Energy Corp. (Canada)		1,450		61
Birchcliff Energy Ltd. (Canada)⁽²⁾		11,400		111
Cenovus Energy, Inc. (Canada)		17,660		542
Core Laboratories N.V. (Netherlands)		2,850		256
FX Energy, Inc. (United States)⁽²⁾⁽³⁾		33,975		140
MEG Energy Corp. (Canada)⁽²⁾		2,600		96
Mission NewEnergy Ltd. (Australia)⁽²⁾		10,475		46
Newfield Exploration Co. (United States)⁽²⁾		2,775		110
Occidental Petroleum Corp. (United States)		2,775		198
Penn West Petroleum Ltd. (Canada)		18,600		275
Petrominerales Ltd. (Canada)		2,950		58
SandRidge Energy, Inc. (United States)⁽²⁾		41,550		231
Seadrill Ltd. (Bermuda)		15,125		416
Superior Energy Services, Inc. (United States)⁽²⁾		3,075		81

				2,682


Industrials—10.0%
AGCO Corp. (United States)⁽²⁾		4,725		163
CNH Global N.V. (Netherlands)⁽²⁾		10,900		286
Deere & Co. (United States)		7,050		455
Kubota Corp. ADR (Japan)⁽³⁾		6,475		259
Lindsay Corp. (United States)		2,725		147
Raven Industries, Inc. (United States)		4,900		236
Rocky Mountain Dealerships, Inc. (Canada)		7,075		60

				1,606


Materials—52.6%
Agrium, Inc. (Canada)		3,700		247
Alamos Gold, Inc. (Canada)		13,200		198
Allied Nevada Gold Corp. (United States)⁽²⁾		6,775		242
BHP Billiton Ltd. Sponsored ADR (Australia)⁽³⁾		11,300		751
CF Industries Holdings, Inc. (United States)		1,700		210
Du Pont (E.I) de Nemours & Co. (United States)		5,450		218
Eldorado Gold Corp. (Canada)		10,450		179
Franco-Nevada Corp. (Canada)		15,775		571
Freeport-McMoRan Copper & Gold, Inc. (United States)		9,725		296
Goldcorp, Inc. (Canada)		18,245		833
Grupo Mexico S.A.B. de C.V. Series B (Mexico)		107,345		254
Ivanhoe Mines Ltd./CA (Canada)⁽²⁾		12,475		171
Major Drilling Group International (Canada)		44,490		439
Monsanto Co. (United States)		5,800		348
Mosaic Co. (The) (United States)		7,800		382
New Gold, Inc. (Canada)⁽²⁾		32,490		333
Perseus Mining Ltd. (Australia)⁽²⁾		61,472		181
Potash Corp. of Saskatchewan, Inc. (Canada)		10,685		462
Royal Gold, Inc. (United States)		14,795		948
Silver Wheaton Corp. (Canada)		12,100		356
Sociedad Quimica y Minera de Chile SA Sponsored ADR (Chile)		3,425		164
Syngenta AG ADR (Switzerland)		10,475		544
Tahoe Resources, Inc. (Canada)		5,850		84

				8,411

TOTAL COMMON STOCKS (Identified Cost $16,688)				13,737


EXCHANGE-TRADED FUNDS—10.0%
PowerShares DB Gold Fund (United States)⁽²⁾		28,150		1,600


TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $1,504)				1,600


TOTAL LONG-TERM INVESTMENTS—95.9% (Identified Cost $18,192)				15,337


SHORT-TERM INVESTMENTS—4.0%

Money Market Mutual Funds—4.0%
Dreyfus Cash Management Fund — Institutional Shares (seven-day effective yield 0.050%)		643,150		643


TOTAL SHORT-TERM INVESTMENTS (Identified Cost $643)				643


SECURITIES LENDING COLLATERAL—1.9%
Dreyfus Cash Advantage — Institutional Shares (seven-day effective yield 0.070%)⁽⁴⁾		299,960		300


TOTAL SECURITIES LENDING COLLATERAL (Identified Cost $300)				300


TOTAL INVESTMENTS—101.8% (Identified Cost $19,135)				16,280	⁽¹⁾


Other assets and liabilities, net—(1.8)%				(285	)

NET ASSETS—100.0%			$	15,995

ADR American Depositary Receipt

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Non-income producing.

⁽³⁾		All or a portion of security is on loan.

⁽⁴⁾		Represents security purchased with cash collateral received for securities on loan.


Country Weightings (Unaudited)^†
United States (includes short-term investments and securities lending collateral)	46	%
Canada	31
Australia	6
Bermuda	4
Netherlands	3
Switzerland	3
United Kingdom	3
Other	4

Total	100	%


^†		% of total investments as of September 30, 2011

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

See Notes to Financial Statements

VIRTUS GLOBAL INFRASTRUCTURE FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
COMMON STOCKS—98.9%

Consumer Discretionary—1.7%
SES SA (Luxembourg)		45,110	$	1,098


Energy—22.3%
Enbridge, Inc. (Canada)		135,400		4,324
Spectra Energy Corp. (United States)		127,440		3,126
TransCanada Corp. (Canada)		83,380		3,376
Williams Cos., Inc. (The) (United States)		133,330		3,245

				14,071


Industrials—14.4%
Abertis Infraestructuras S.A. (Spain)		78,080		1,201
Atlantia SpA (Italy)⁽²⁾		84,052		1,208
Ferrovial SA (Spain)		64,970		741
Flughafen Zuerich AG (Switzerland)		1,677		632
Fraport AG Frankfurt Airport Services Worldwide (Germany)⁽²⁾		18,950		1,116
Koninklijke Vopak N.V. (Netherlands)		32,650		1,560
Transurban Group (Australia)		378,220		1,966
Vinci SA (France)		15,760		676

				9,100


Telecommunication Services—28.6%
American Tower Corp. Class A (United States)⁽²⁾		31,690		1,705
AT&T, Inc. (United States)		110,290		3,146
BT Group plc (United Kingdom)		237,000		635
Crown Castle International Corp. (United States)⁽²⁾		33,540		1,364
France Telecom SA Sponsored ADR (France)		31,040		508
Koninklijke KPN N.V. (Netherlands)		54,460		717
Nippon Telegraph & Telephone Corp. ADR (Japan)		30,240		724
Singapore Telecommunications Ltd. (Singapore)		496,400		1,197
Telefonica S.A. Sponsored ADR (Spain)		60,040		1,148
TELUS Corp. (Canada)		26,680		1,307
Verizon Communications, Inc. (United States)		41,640		1,532
Vodafone Group plc Sponsored ADR (United Kingdom)		118,970		3,052
Windstream Corp. (United States)		85,410		996

				18,031


Utilities—31.9%
Allete, Inc. (United States)		12,560		460
CenterPoint Energy, Inc. (United States)		45,570		894
Centrica plc (United Kingdom)		126,980		585
CMS Energy Corp. (United States)		42,500		841
Dominion Resources, Inc. (United States)		23,800		1,208
DTE Energy Co. (United States)		12,420		609
E.ON AG (Germany)⁽²⁾		21,080		457
Enel SpA (Italy)		186,100		822
FirstEnergy Corp. (United States)		15,940		716
ITC Holdings Corp. (United States)		14,730		1,141
National Grid plc (United Kingdom)		87,540		868
NextEra Energy, Inc. (United States)		20,130		1,087
NiSource, Inc. (United States)		39,380		842
Northeast Utilities (United States)		19,140		644
Northwest Natural Gas Co. (United States)		14,030		619
NV Energy, Inc. (United States)		47,860		704
ONEOK, Inc. (United States)		12,270		810
Public Service Enterprise Group, Inc. (United States)		27,130		905
Questar Corp. (United States)		23,050		408
Sempra Energy (United States)		21,980		1,132
SevernTrent plc (United Kingdom)		35,345		845
Southern Co. (The) (United States)		23,480		995
United Utilities Group plc (United Kingdom)		71,420		691
Wisconsin Energy Corp. (United States)		34,050		1,066
Xcel Energy, Inc. (United States)		32,570		804

				20,153


TOTAL COMMON STOCKS (Identified Cost $55,270)				62,453


TOTAL LONG-TERM INVESTMENTS—98.9% (Identified Cost $55,270)				62,453


SHORT-TERM INVESTMENTS—0.0%

Money Market Mutual Funds—0.0%
Dreyfus Cash Management Fund — Institutional Shares (seven-day effective yield 0.050%)		8		—	⁽³⁾


TOTAL SHORT-TERM INVESTMENTS (Identified Cost $—⁽³⁾				—	⁽³⁾


TOTAL INVESTMENTS—98.9% (Identified Cost $55,270)				62,453	⁽¹⁾

Other assets and liabilities, net—1.1%				670

NET ASSETS—100.0%			$	63,123


ADR		American Depositary Receipt

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Non-income producing.

⁽³⁾		Amount Less than $500.


Country Weightings (Unaudited)^†

United States (includes short-term investments)	50	%
Canada	14
United Kingdom	11
Spain	5
Netherlands	4
Australia	3
Italy	3

Other	10

Total	100	%


^†		% of total investments as of September 30, 2011

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

See Notes to Financial Statements

VIRTUS GLOBAL OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
PREFERRED STOCK—1.7%

Consumer Staples—1.1%
Companhia de Bebidas das Americas 0.00% (Brazil)		20,820	$	626


Financials—0.6%
Itau Unibanco Holding SA ADR 2.40% (Brazil)		22,857		355


TOTAL PREFERRED STOCK (Identified Cost $956)				981


COMMON STOCKS—97.5%

Consumer Discretionary—12.5%
Bureau Veritas SA (France)		12,450		895
Comcast Corp. Special Class A (United States)		54,875		1,135
Domino’s Pizza plc (United Kingdom)		141,759		977
Hermes International (France)		2,032		609
John Wiley & Sons, Inc. Class A (United States)		14,570		647
McDonald’s Corp. (United States)		29,219		2,566
Norstar Founders Group Ltd. (Cayman Islands)⁽²⁾⁽³⁾		272,000		0
Wynn Macau Ltd. (Hong Kong)		102,400		242

				7,071


Consumer Staples—40.5%
Altria Group, Inc. (United States)		34,540		926
Anheuser-InBev N.V. (Belgium)		22,875		1,214
British American Tobacco (United Kingdom)		84,059		3,549
Coca-Cola Amatil Ltd. (Australia)		79,239		908
Coca-Cola Co. (The) (United States)		37,617		2,541
Imperial Tobacco Group plc (United Kingdom)		46,459		1,568
ITC Ltd. (India)		242,685		978
L’Oreal S.A. (France)⁽²⁾		6,725		656
Nestle India Ltd. (India)		11,890		1,029
Nestle S.A. Registered Shares (Switzerland)		39,923		2,198
Philip Morris International, Inc. (United States)		52,295		3,262
Reckitt Benckiser Group plc (United Kingdom)		10,179		516
Tesco plc (United Kingdom)		207,541		1,216
Unilever N.V. (Netherlands)		13,600		430
Wal-Mart Stores, Inc. (United States)		22,024		1,143
Woolworths Ltd. (Australia)		32,665		781

				22,915


Energy—3.6%
Canadian Natural Resources Ltd. (Canada)		19,550		574
Core Laboratories N.V. (Netherlands)		9,250		831
Royal Dutch Shell plc A Shares (United Kingdom)		20,764		640

				2,045


Financials—12.8%
Accenture plc Class A (Ireland)		13,525		712
CETIP SA — Balcao Organizado de Ativos e Derivativos (Brazil)		56,613		666
CME Group, Inc. (United States)		3,425		844
Housing Development Finance Corp. (India)		133,858		1,743
Housing Development Finance Corp. Bank Ltd. (India)		209,870		1,985
Housing Development Finance Corp. Bank Ltd. ADR (India)		20,125		587
IntercontinentalExchange, Inc. (United States)⁽²⁾		6,225		736

				7,273


Health Care—5.9%
Abbott Laboratories (United States)		18,197		930
Becton, Dickinson & Co. (United States)		11,535		846
Covidien plc (Ireland)		22,835		1,007
Novo Nordisk A/S Class B (Denmark)		5,743		573

				3,356


Industrials—1.5%
Canadian National Railway Co. (Canada)		12,525		836


Information Technology—16.9%
Apple, Inc. (United States)⁽²⁾		5,535		2,110
Baidu.com, Inc. Sponsored ADR (China)⁽²⁾		4,180		447
Cognizant Technology Solutions Corp. Class A (United States)⁽²⁾		24,582		1,541
Google, Inc. Class A (United States)⁽²⁾		2,653		1,365
Intel Corp. (United States)		42,125		898
International Business Machines Corp. (United States)		5,100		893
MasterCard, Inc. Class A (United States)		3,910		1,240
Visa, Inc. Class A (United States)		12,276		1,052

				9,546


Materials—3.8%
Fresnillo plc (United Kingdom)		15,127		370
Goldcorp, Inc. (Canada)		13,400		615
Newcrest Mining Ltd. (Australia)		15,473		510
Praxair, Inc. (United States)		7,125		666

				2,161


TOTAL COMMON STOCKS (Identified Cost $46,874)				55,203


TOTAL LONG-TERM INVESTMENTS—99.2% (Identified Cost $47,830)				56,184


SHORT-TERM INVESTMENTS—0.6%

Money Market Mutual Funds—0.6%
Dreyfus Cash Management Fund — Institutional Shares (seven-day effective yield 0.050%)		330,536		331


TOTAL SHORT-TERM INVESTMENTS (Identified Cost $331)				331


TOTAL INVESTMENTS—99.8% (Identified Cost $48,161)				56,515	⁽¹⁾

Other assets and liabilities, net—0.2%				129

NET ASSETS—100.0%			$	56,644

Abbreviations:


ADR		American Depositary Receipt

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Non-income producing.

⁽³⁾		Security value at fair value as determined in good faith by or under the direction of the Trustees. This security is disclosed as a level 3 security in the disclosure table located after the Schedule of Investments.


Country Weightings (Unaudited)^†

United States (includes short-term investments)	45	%
United Kingdom	16
India	11
Australia	4
Canada	4
France	4
Switzerland	4
Other	12

Total	100	%


^†		% of total investments as of September 30, 2011

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

See Notes to Financial Statements

VIRTUS GLOBAL REAL ESTATE SECURITIES FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
COMMON STOCKS—98.6%

Australia—9.2%
BGP Holdings plc^(2)(3)(4)		13,566	$	0
CFS Retail Property Trust		28,200		47
Dexus Property Group		109,140		86
Goodman Group		167,800		92
GPT Group		3,700		11
Investa Office Fund		23,824		14
Westfield Group		29,750		221
Westfield Retail Trust		50,150		117

				588


Canada—4.8%
Allied Properties Real Estate Investment Trust		710		16
Brookfield Properties Corp.		6,070		84
Canadian Real Estate Investment Trust		1,175		40
Cominar Real Estate Investment Trust		1,045		21
First Capital Realty, Inc.		2,895		47
RioCan Real Estate Investment Trust		3,862		96

				304


Finland—0.2%
Citycon Oyj		4,000		14


France—5.7%
Fonciere Des Regions		394		28
Klepierre		2,615		73
Societe Immobiliere de Location Pour L’industrie Et Le Commerce		480		46
Unibail-Rodamco		1,203		215

				362


Germany—0.2%
GSW Immobilien AG⁽²⁾		500		14


Hong Kong—3.2%
Champion Reit		30,418		11
Hongkong Land Holdings Ltd.		23,900		107
Link (The)		26,504		84

				202


Italy—0.7%
Beni Stabili SpA		77,478		41


Japan—3.5%
AEON Mall Co., Ltd.		3,470		79
Japan Prime Realty Investment Corp.		12		31
Japan Real Estate Investment Corp.		5		49
Nippon Building Fund, Inc.		6		62

				221


Netherlands—1.8%
Corio N.V.		1,891		87
Eurocommercial Properties N.V.		765		29

				116


Norway—0.8%
Norwegian Property ASA		38,475		51


Singapore—3.5%
Ascendas Real Estate Investment Trust		23,800		37
CapitaCommercial Trust		24,000		18
CapitaMall Trust		29,450		41
CapitaRetail China Trust		30,275		27
Global Logistic Properties Ltd.⁽²⁾		31,500		39
Mapletree Logistics Trust		92,545		60

				222


Sweden—1.2%
Castellum AB		3,890		48
Fabege AB		4,000		30

				78


Switzerland—0.6%
PSP Swiss Property AG⁽²⁾		390		35


United Kingdom—7.0%
Big Yellow Group plc		16,625		62
British Land Co. plc		10,425		77
Derwent London plc		935		21
Great Portland Estates plc		1,521		8
Hammerson plc		14,770		86
Land Securities Group plc		9,931		99
Safestore Holdings plc		25,626		41
SEGRO plc		15,690		53

				447


United States—56.2%
Alexandria Real Estate Equities, Inc.		531		33
Apartment Investment & Management Co. Class A		3,700		82
AvalonBay Communities, Inc.		1,280		146
BioMed Realty Trust, Inc.		3,255		54
Boston Properties, Inc.		1,953		174
BRE Properties, Inc.		1,306		55
Camden Property Trust		1,550		86
Campus Crest Communities, Inc.		584		6
DDR Corp		4,529		49
Digital Realty Trust, Inc.		1,109		61
Duke Realty Corp.		7,820		82
Equity Lifestyle Properties, Inc.		1,373		86
Equity Residential		4,076		212
Essex Property Trust, Inc.		594		71
Extra Space Storage, Inc.		5,419		101
General Growth Properties, Inc.		6,064		73
HCP, Inc.		3,204		112
Health Care REIT, Inc.		1,358		64
Host Hotels & Resorts, Inc.		11,658		128
Kilroy Realty Corp.		3,652		114
Kimco Realty Corp.		4,860		73
LaSalle Hotel Properties		3,695		71
Macerich Co. (The)		1,298		55
Prologis, Inc.		6,506		158
Public Storage		1,980		221
Regency Centers Corp.		1,170		41
Simon Property Group, Inc.		4,011		441
SL Green Realty Corp.		1,256		73
Starwood Hotels & Resorts Worldwide, Inc.		730		28
Taubman Centers, Inc.		1,930		97
UDR, Inc.		3,448		76
Ventas, Inc.		4,607		228
Vornado Realty Trust		2,275		170
Weingarten Realty Investors		2,770		59

				3,580


TOTAL COMMON STOCKS (Identified Cost $6,094)				6,275


TOTAL LONG-TERM INVESTMENTS—98.6% (Identified Cost $6,094)				6,275


SHORT-TERM INVESTMENTS—1.3%

Money Market Mutual Funds—1.3%
Dreyfus Cash Management Fund — Institutional Shares (seven-day effective yield 0.050%)		86,260		86


TOTAL SHORT-TERM INVESTMENTS (Identified Cost $86)				86


TOTAL INVESTMENTS—99.9% (Identified Cost $6,180)				6,361	⁽¹⁾

Other assets and liabilities, net—0.1%				9

NET ASSETS—100.0%			$	6,370

Abbreviations:


REIT		Real Estate Investment Trust

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Non-income producing.

⁽³⁾		Illiquid security.

⁽⁴⁾		Security valued at fair value as determined in good faith by or under the direction of the Trustees. This security is disclosed as a level 3 security in the disclosure table located after the Schedule of Investments.

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

See Notes to Financial Statements

VIRTUS GREATER ASIA ex JAPAN OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
COMMON STOCKS—100.6%

Consumer Discretionary—10.1%
BEC World plc (Thailand)		52,200	$	61
Cox & Kings India Ltd. (India)		13,000		56
Genting Malaysia Bhd (Malaysia)		97,300		106
Hero Honda Motors Ltd. (India)⁽²⁾		3,000		119
Jollibee Foods Corp. (Philippines)		10,200		20
Jubilant Foodworks Ltd. (India)⁽²⁾		3,100		50
Kangwon Land, Inc. (South Korea)		7,410		170
L’Occitane International SA (Luxembourg)		44,900		90
Parkson Retail Group Ltd. (China)		66,800		81
Super Retail Group Ltd. (Australia)		15,670		95
Wynn Macau Ltd. (Hong Kong)		50,098		118

				966


Consumer Staples—39.2%
AmorePacific Corp. (South Korea)		215		214
British American Tobacco (Malaysia)		4,500		63
British American Tobacco (Bangladesh)		26,300		215
Ceylon Tobacco Co., plc (Sri Lanka)		26,200		93
Coca-Cola Amatil Ltd. (Australia)		17,627		202
Colgate Palmolive India Ltd. (India)		4,600		92
Dabur India Ltd. (India)		47,053		98
Dairy Farm International Holdings Ltd. (Hong Kong)		13,600		116
GlaxoSmithKline Consumer Healthcare Ltd. (India)		1,900		92
Gudang Garam Tbk PT (Indonesia)		31,626		187
Guinness Anchor Bhd (Malaysia)		33,735		105
Hengan International Group Co., Ltd. (China)		9,591		77
Hindustan Unilever Ltd. (India)		8,000		55
ITC Ltd. (India)		98,675		397
LG Household & Health Care Ltd. (South Korea)		425		191
Marico Bangladesh Ltd. (Bangladesh)		23,000		148
Nestle India Ltd. (India)		4,000		346
Nestle Malaysia Bhd (Malaysia)		7,100		107
Nestle Pakistan Ltd. (Pakistan)		3,114		133
Pakistan Tobacco Co., Ltd. (Pakistan)		101,516		84
Puregold Price Club, Inc. (Philippines)		186,400		53
Tsingtao Brewery Co., Ltd. (China)		33,983		186
Unilever Indonesia Tbk PT (Indonesia)		75,097		140
Unilever Pakistan Ltd. (Pakistan)		1,557		99
Want Want China Holdings Ltd. (China)		99,765		90
Woolworths Ltd. (Australia)		7,306		175

				3,758


Energy—1.7%
CNOOC Ltd. (Hong Kong)		36,971		60
PTT Exploration & Production plc (Thailand)		24,500		109

				169


Financials—16.2%
Commercial Bank of Ceylon plc (Sri Lanka)		41,980		43
Delta Brac Housing Finance Corp., Ltd. (Bangladesh)		4,650		155
Housing Development Finance Corp. (India)		34,645		451
Housing Development Finance Corp. Bank Ltd. (India)		47,855		453
ICICI Bank Ltd. Sponsored ADR (India)		961		33
Jammu & Kashmir Bank Ltd. (India)⁽²⁾		4,400		72
Mahindra & Mahindra Financial Services (India)		4,420		59
Oversea-Chinese Banking Corp., Ltd. (Singapore)		14,100		87
Public Bank Bhd (Malaysia)		25,500		97
QBE Insurance Group Ltd. (Australia)		3,873		48
Shriram Transport Finance Co., Ltd. (India)		4,374		54

				1,552


Health Care—5.3%
Glaxosmithkline Pharmaceuticals Ltd (India)		1,700		73
Kalbe Farma Tbk PT (Indonesia)		170,000		62
Lupin Ltd. (India)⁽²⁾		8,600		83
ResMed, Inc. (United States)⁽²⁾		75,621		212
Sun Pharmaceutical Industries Ltd. (India)⁽²⁾		8,100		76

				506


Industrials—9.4%
Bharat Electronics Ltd. (India)⁽²⁾		2,671		83
Bharat Heavy Electricals Ltd. (India)⁽²⁾		2,700		90
Jardine Matheson Holdings Ltd. (Hong Kong)		2,418		111
Jardine Strategic Holdings Ltd. (Bermuda)		2,606		68
Jasa Marga Tbk PT (Indonesia)		46,000		21
Keells (John) Holdings plc (Sri Lanka)		162,333		303
Singapore Airport Terminal Servises Ltd. (Singapore)		26,900		45
Taiwan Secom Co., Ltd. (Taiwan)		48,346		87
UGL Ltd. (Australia)		8,500		93

				901


Information Technology—6.9%
Baidu.com, Inc. Sponsored ADR (China)⁽²⁾		2,485		266
NetEase.Com, Inc. ADR (China)⁽²⁾⁽³⁾		2,781		106
NHN Corp. (South Korea)⁽²⁾		621		118
Tata Consultancy Services Ltd. (India)		3,800		80
Tencent Holdings Ltd. (China)		4,500		94

				664


Materials—4.8%
Asian Paints Ltd. (India)		1,700		109
Engro Corp., Ltd. (Pakistan)		21,136		35
Fauji Fertilizer Co., Ltd. (Pakistan)		53,650		99
Newcrest Mining Ltd. (Australia)		4,400		145
Semen Gresik (Persero) Tbk PT (Indonesia)		79,186		74

				462


Utilities—7.0%
China Resources Gas Group Ltd. (Bermuda)		27,498		37
GAIL India Ltd. (India)⁽²⁾		11,000		92
Gujarat Gas Co., Ltd. (India)		4,500		39
Power Assets Holdings Ltd. (Hong Kong)		55,981		428
Power Grid Corp. of India Ltd. (India)⁽²⁾		37,700		76

				672


TOTAL COMMON STOCKS (Identified Cost $8,398)				9,650


TOTAL LONG-TERM INVESTMENTS—100.6% (Identified Cost $8,398)				9,650

See Notes to Financial Statements

VIRTUS GREATER ASIA ex JAPAN OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
SHORT-TERM INVESTMENTS—0.5%

Money Market Mutual Funds—0.5%
Dreyfus Cash Management Fund — Institutional Shares (seven-day effective yield 0.050%)		45,137	$	45


TOTAL SHORT-TERM INVESTMENTS (Identified Cost $45)				45


SECURITIES LENDING COLLATERAL—0.9%
Dreyfus Cash Advantage — Institutional Shares (seven-day effective yield 0.070%)⁽⁴⁾		91,425		91


TOTAL SECURITIES LENDING COLLATERAL (Identified Cost $91)				91


TOTAL INVESTMENTS—102.0% (Identified Cost $8,534)	$	9,786	⁽¹⁾

Other assets and liabilities, net—(2.0)%		(190	)

NET ASSETS—100.0%	$	9,596


ADR		American Depositary Receipt

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Non-income producing.

⁽³⁾		All or a portion of security is on loan.

⁽⁴⁾		Represents security purchased with cash collateral received for securities on loan.


Country Weightings (Unaudited)^†

India	33	%
China	9
Hong Kong	9
Australia	8
South Korea	7
Bangladesh	5
Indonesia	5
Other	24

Total	100	%


^†		% total investments as of September 30, 2011

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2011 (see Security Valuation Note 2A in the Notes to Financial Statements).


					Level 2 –
	Total Value		Level 1 –		Significant
	at		Quoted		Observable
	September 30, 2011		Prices		Inputs
Investments in Securities:
Equity Securities:
Common Stocks	$	9,650	$	2,310	$	7,340
Securities Lending Collateral		91		91		—
Short-Term Investments		45		45		—

Total Investments	$	9,786	$	2,446	$	7,340

There are no Level 3 (significant unobservable inputs) priced securities. Securities held by the Fund with an end of period value of $5,715 were transferred from Level 1 into Level 2. Please refer to the security valuation note in the Notes to Financial Statements.

The following is a reconciliation of assets of the Fund, for Level 3 investments for which significant unobservable inputs were used to determine fair value:


	Common Stocks
Balance as of September 30, 2010:	$	254
Accrued discounts (premiums)		—
Realized gain (loss)		(8	)
Change in unrealized appreciation (depreciation)		(34	)
Net purchases (sales)		(29	)
Transfers in and/or out of Level 3^(a)		(183	)

Balance as of September 30, 2011:	$	—


^(a)		“Transfers in and/or out” represent the ending value as of September 30, 2011, for any investment security where a change in the pricing level occurred from the beginning to the end of the period.

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

See Notes to Financial Statements

VIRTUS GREATER EUROPEAN OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
COMMON STOCKS—98.0%

Consumer Discretionary—15.4%
Bureau Veritas SA (France)		2,610	$	188
Compagnie Financiere Richemont SA (Switzerland)		250		11
Domino’s Pizza plc (United Kingdom)		23,776		164
Luxottica Group S.p.A (Italy)⁽²⁾		3,475		88
LVMH Moet Hennessy Louis Vuitton S.A. (France)		350		46
Paddy Power plc (Ireland)		2,242		116
Pearson plc (United Kingdom)		8,202		145

				758


Consumer Staples—40.1%
Anheuser-InBev N.V. (Belgium)		3,966		211
British American Tobacco plc (United Kingdom)		5,719		242
Colruyt SA (Belgium)		1,585		66
Diageo plc (United Kingdom)		7,263		138
Groupe Danone S.A. (France)		1,148		71
Imperial Tobacco Group plc (United Kingdom)		3,852		130
L’Oreal S.A. (France)		700		68
Lindt & Spruengli AG (Switzerland)		11		32
Nestle S.A. Registered Shares (Switzerland)		4,059		223
Pernod-Ricard S.A. (France)		860		67
Philip Morris International, Inc. (United States)		3,594		224
Reckitt Benckiser Group plc (United Kingdom)		1,499		76
SABMiller plc (United Kingdom)		3,521		115
Tesco plc (United Kingdom)		22,296		131
Unilever N.V. (Netherlands)		5,629		178

				1,972


Energy—4.9%
BG Group plc (United Kingdom)		3,692		71
Core Laboratories N.V. (Netherlands)		1,093		98
Royal Dutch Shell plc A Shares (United Kingdom)		2,342		72

				241


Financials—9.9%
Accenture plc Class A (Ireland)		2,037		107
Admiral Group plc (United Kingdom)		3,927		77
Amlin plc (United Kingdom)		11,969		53
Deutsche Boerse AG (Germany)⁽²⁾		1,706		86
Muenchener Rueckversicherungs- Gesellschaft AG Registered Shares (Germany)		730		91
Reinet Investments SCA (Luxembourg)⁽²⁾		4,546		71

				485


Health Care—12.8%
BioMerieux (France)		871		76
Cie Generale D’optique Essilor International SA (France)		1,466		105
Covidien plc (Ireland)		3,105		137
Fresenius Medical Care AG & Co. KGaA (Germany)		1,514		103
Novartis AG Registered Shares (Switzerland)		1,529		85
Novo Nordisk A/S Class B (Denmark)		1,264		126

				632


Industrials—11.2%
Andritz AG (Austria)		1,421		116
Bunzl plc (United Kingdom)		5,604		67
Indutrade AB (Sweden)		3,018		72
Kuehne & Nagel International AG (Switzerland)		607		68
Orkla ASA (Norway)		10,275		78
Prosegur Cia de Seguridad SA (Spain)		1,855		79
Rolls-Royce Holdings plc (United Kingdom)		7,675		70

				550


Materials—3.2%
Air Liquide SA (France)		1,033		120
Fresnillo plc (United Kingdom)		1,586		39

				159


Utilities—0.5%
Scottish & Southern Energy plc (United Kingdom)		1,226		25


TOTAL COMMON STOCKS (Identified Cost $4,144)				4,822


TOTAL LONG-TERM INVESTMENTS—98.0% (Identified Cost $4,144)				4,822


SHORT-TERM INVESTMENTS—2.3%

Money Market Mutual Funds—2.3%
Dreyfus Cash Management Fund — Institutional Shares (seven-day effective yield 0.050%)		114,618		115


TOTAL SHORT-TERM INVESTMENTS (Identified Cost $115)				115


TOTAL INVESTMENTS—100.3% (Identified Cost $4,259)				4,937	⁽¹⁾

Other assets and liabilities, net—(0.3)%				(16	)

NET ASSETS—100.0%			$	4,921

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Non-income producing.


Country Weightings (Unaudited)^†

United Kingdom (includes short-term investments)	33	%
France	15
Switzerland	8
Ireland	7
United States	7
Belgium	6
Germany	6
Other	18

Total	100	%


^†		% of total investments as of September 30, 2011

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2011 (see Security Valuation Note 2A in the Notes to Financial Statements).


					Level 2 –
	Total Value		Level 1 –		Significant
	at		Quoted		Observable
	September 30, 2011		Prices		Inputs
Investments in Securities:
Equity Securities:
Common Stocks	$	4,822	$	653	$	4,169
Short-Term Investments		115		115		—

Total Investments	$	4,937	$	768	$	4,169

There are no Level 3 (significant unobservable inputs) priced securities. Securities held by the Fund with an end of period value of $3,012 were transferred from Level 1 into Level 2. Please refer to the security valuation note in the Notes to Financial Statements.

See Notes to Financial Statements

VIRTUS HIGH YIELD FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE		VALUE
CORPORATE BONDS AND NOTES—91.1%

Consumer Discretionary—22.2%
Affinion Group, Inc. 11.500%, 10/15/15⁽⁷⁾	$	1,025	$	805
AMC Entertainment, Inc. 9.750%, 12/1/20		750		683
Ameristar Casinos, Inc. 144A 7.500%, 4/15/21⁽²⁾		250		243
AutoNation, Inc. 6.750%, 4/15/18		105		108
Bon-Ton Department Stores, Inc. (The) 10.250%, 3/15/14⁽⁷⁾		840		676
Brown Shoe Co., Inc. 7.125%, 5/15/19		975		829
Cablevision Systems Corp. 8.000%, 4/15/20⁽²⁾		430		440
Caesar’s Entertainment Operating Co., Inc. 10.000%, 12/15/18		645		387
CCO Holdings LLC/CCO Holdings Capital Corp. 6.500%, 4/30/21		295		280
Cequel Communications Holdings I LLC/Cequel Capital Corp. 144A 8.625%, 11/15/17⁽²⁾		1,105		1,100
Cinemark USA, Inc. 8.625%, 6/15/19		670		693
CSC Holdings LLC 8.625%, 2/15/19⁽⁷⁾		1,025		1,130
Dana Holding Corp. 6.750%, 2/15/21		730		697
Hanesbrands, Inc. 6.375%, 12/15/20		1,000		975
Intelsat Jackson Holdings SA 144A 7.250%, 10/15/20⁽²⁾		980		904
Jarden Corp. 7.500%, 5/1/17		415		425
Lamar Media Corp. Series C 6.625%, 8/15/15		125		123
Landry’s Holdings, Inc. 144A 11.500%, 6/1/14⁽²⁾		980		911
Levi Strauss & Co. 8.875%, 4/1/16⁽⁷⁾		740		751
Peninsula Gaming LLC/ Peninsula Gaming Corp. 10.750%, 8/15/17		920		892
Rent-A-Center, Inc. 6.625%, 11/15/20		245		236
Scientific Games International, Inc. 9.250%, 6/15/19⁽⁷⁾		965		977
Seminole Indian Tribe of Florida 144A 7.750%, 10/1/17⁽²⁾		250		253
Service Corp. International 8.000%, 11/15/21		305		321
Sirius XM Satellite Radio, Inc. 144A 7.625%, 11/1/18⁽²⁾		920		934
Spencer Spirit Holdings, Inc./ Spencer Gifts LLC/Spirit Halloween Superstores 144A 11.000%, 5/1/17⁽²⁾		375		356
UCI International, Inc. 8.625%, 2/15/19⁽⁷⁾		960		894
United Artists Theatre Circuit, Inc.
Series 95-A 9.300%, 7/1/15⁽⁴⁾⁽⁵⁾		217		212
Series BD-1 9.300%, 7/1/15⁽⁴⁾⁽⁵⁾		234		228
Series AW-0 9.300%, 7/1/15⁽⁴⁾⁽⁵⁾		1		1
Series BE-9 9.300%, 7/1/15⁽⁴⁾⁽⁵⁾		8		8
Unitymedia Hessen GmbH & Co. KG/ Unitymedia NRW GmbH 144A 8.125%, 12/1/17⁽²⁾		720		724
Valassis Communication 6.625%, 2/1/21⁽⁷⁾		885		832
Visteon Corp. 144A 6.750%, 4/15/19⁽²⁾		250		226
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 7.750%, 8/15/20		500		528

				19,782


Consumer Staples—5.2%
Ingles Markets, Inc. 8.875%, 5/15/17		500		526
B&G Foods, Inc. 7.625%, 1/15/18		300		311
Beverages & More, Inc. 144A 9.625%, 10/1/14⁽²⁾		995		993
Dole Food Co., Inc. 144A 8.000%, 10/1/16⁽²⁾		335		344
Michael Foods, Inc. 9.750%, 7/15/18		490		508
Pantry, Inc. (The) 7.750%, 2/15/14⁽⁷⁾		900		887
Rite Aid Corp. 6.875%, 8/15/13⁽⁷⁾		480		457
Tops Holding Corp./ Tops Markets LLC 10.125%, 10/15/15		590		593

				4,619


Energy—7.6%
Antero Resources Finance Corp. 144A 7.250%, 8/1/19⁽²⁾		500		478
Clayton Williams Energy, Inc. 144A 7.750%, 4/1/19⁽²⁾		310		268
Concho Resources, Inc. 6.500%, 1/15/22		905		896
Copano Energy LLC/ Copano Energy Finance Corp. 7.125%, 4/1/21		425		418
Crosstex Energy LP/ Crosstex Energy Finance Corp. 8.875%, 2/15/18		335		345
Ferrellgas Partners LP/ Ferrellgas Partners Finance Corp. 8.625%, 6/15/20		218		213
Linn Energy LLC/Linn Energy Finance Corp.
144A 6.500%, 5/15/19⁽²⁾		250		231
7.750%, 2/1/21		490		492
OGX Petroleo e Gas Participacoes SA 144A 8.500%, 6/1/18⁽²⁾		1,000		905
Plains Exploration & Production Co. 7.000%, 3/15/17		700		703
Precision Drilling Corp. 6.625%, 11/15/20		500		490
Sandridge Energy, Inc. 8.750%, 1/15/20		840		827
SESI LLC 144A 6.375%, 5/1/19⁽²⁾		500		485

				6,751


Financials—13.6%
Ally Financial, Inc. 0.000%, 6/15/15		2,000		1,435
CIT Group, Inc. 7.000%, 5/1/17		1,225		1,190
CNL Lifestyles Properties 7.250%, 4/15/19		500		433
Developers Diversified Realty Corp. 7.875%, 9/1/20		195		207
Dycom Investments, Inc. 7.125%, 1/15/21		1,000		970
E*Trade Financial Corp.
7.875%, 12/1/15		600		585
6.750%, 6/1/16		430		431
Felcor Lodging LP 144A 6.750%, 6/1/19⁽²⁾		1,000		900
Ford Motor Credit Co. LLC 5.000%, 5/15/18		1,380		1,338
GFI Group, Inc. 144A 8.375%, 7/19/18⁽²⁾		500		465
Icahn Enterprises LP/ Icahn Enterprises Finance Corp. 8.000%, 1/15/18		1,200		1,202
International Lease Finance Corp.
8.750%, 3/15/17⁽⁷⁾		715		720
6.250%, 5/15/19		165		144
8.250%, 12/15/20		265		260
Oppenheimer Holdings, Inc. 8.750%, 4/15/18		1,130		1,107
Regions Financial Corp. 5.750%, 6/15/15		545		523
Ventas Realty LP/ Ventas Capital Corp. Series 1 6.500%, 6/1/16		155		160

				12,070

See Notes to Financial Statements

VIRTUS HIGH YIELD FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE		VALUE
Health Care—5.7%
Aviv Healthcare Properties LP/ Aviv Healthcare Capital Corp. 7.750%, 2/15/19	$	465	$	441
Biomet, Inc. 11.625%, 10/15/17		790		824
Community Health Systems, Inc. 8.875%, 7/15/15		930		916
Davita, Inc.
6.375%, 11/1/18		195		188
6.625%, 11/1/20		615		593
Giant Funding Corp. 144A 8.250%, 2/1/18⁽²⁾		500		502
HCA, Inc.
8.500%, 4/15/19		285		304
7.500%, 2/15/22		410		379
Omnicare, Inc. 6.125%, 6/1/13		103		103
Valeant Pharmaceuticals International, Inc. 144A 7.250%, 7/15/22⁽²⁾		905		799

				5,049


Industrials—7.9%
AE Escrow Corp. 144A 9.750%, 3/15/20⁽²⁾		250		241
Allison Transmission, Inc. 144A 7.125%, 5/15/19⁽²⁾		975		887
American Standard Americas 144A 10.750%, 1/15/16⁽²⁾		495		379
ARAMARK Corp.
8.500%, 2/1/15		265		270
144A PIK 8.625%, 5/1/16⁽²⁾		750		743
B-Corp Merger Sub, Inc. 144A 8.250%, 6/1/19⁽²⁾		250		226
Briggs & Stratton Corp. 6.875%, 12/15/20		155		157
Cenveo Corp. 7.875%, 12/1/13⁽⁷⁾		1,085		765
DynCorp International, Inc. 10.375%, 7/1/17		1,110		974
GeoEye, Inc. 8.625%, 10/1/16		205		208
Gibraltar Industries, Inc. Series B 8.000%, 12/1/15		990		946
Iron Mountain, Inc. 7.750%, 10/1/19		435		434
L-3 Communications Corp. Series B, 6.375%, 10/15/15		80		82
Valmont Industries, Inc. 6.625%, 4/20/20		635		740

				7,052


Information Technology—7.3%
CommScope, Inc. 144A 8.250%, 1/15/19⁽²⁾		785		769
CoreLogic, Inc. 144A 7.250%, 6/1/21⁽²⁾		500		451
Digicel Ltd. 144A 8.250%, 9/1/17⁽²⁾		825		784
EarthLink, Inc. 144A 8.875%, 5/15/19⁽²⁾		770		680
Equinix, Inc. 7.000%, 7/15/21		750		747
First Data Corp. 11.250%, 3/31/16⁽⁷⁾		855		581
Lender Processing Services, Inc. 8.125%, 7/1/16⁽⁷⁾		1,370		1,295
Seagate HDD Cayman 144A 7.000%, 11/1/21⁽²⁾		500		463
Sensata Technologies, Inc. 144A 6.500%, 5/15/19⁽²⁾		250		239
SunGard Data Systems, Inc. 10.250%, 8/15/15		475		482

				6,491


Materials—7.7%
AEP Industries, Inc. 8.250%, 4/15/19		250		237
American Rock Salt Co. LLC 144A 8.250%, 5/1/18⁽²⁾		500		440
Ball Corp. 6.750%, 9/15/20		435		452
Boise Paper Holdings LLC/ Boise Finance Co. 8.000%, 4/1/20		1,020		1,039
Cascades, Inc. 7.875%, 1/15/20		880		832
Celanese US Holdings LLC 6.625%, 10/15/18		500		519
Freeport-McMoRan Copper & Gold, Inc. 8.375%, 4/1/17		615		660
Polypore International, Inc. 7.500%, 11/15/17		500		505
Reynolds Group Holdings, Inc./ Reynolds Group Issuer LLC 144A 8.250%, 2/15/21⁽²⁾		825		656
Sappi Papier Holding GmbH 144A 6.625%, 4/15/21⁽²⁾		500		428
Solutia, Inc. 7.875%, 3/15/20⁽⁷⁾		920		973
Taseko Mines Ltd. 7.750%, 4/15/19		165		154

				6,895


Telecommunication Services—10.7%
Clearwire Communications LLC/ Clearwire Finance, Inc. 144A 12.000%, 12/1/17⁽²⁾⁽⁷⁾		885		535
Crown Castle International Corp. 7.125%, 11/1/19		555		574
Echostar Holding Corp./ Echostar Corp. 144A 7.625%, 6/15/21⁽²⁾		250		242
Frontier Communications Corp. 8.125%, 10/1/18		585		576
GCI, Inc. 8.625%, 11/15/19		1,130		1,184
Goodman Networks, Inc. 144A 12.125%, 7/1/18⁽²⁾		900		844
ITC DeltaCom, Inc. 10.500%, 4/1/16		845		866
MetroPCS Wireless, Inc. 6.625%, 11/15/20		570		503
NII Capital Corp. 7.625%, 4/1/21		750		748
PAETEC Holding Corp. 9.875%, 12/1/18		1,020		1,074
Poland Telecom Finance BV Series B 14.000%, 7/1/12^(5)(6)(9)		4,942		62
Virgin Media Finance plc 8.375%, 10/15/19		250		267
West Corp. 7.875%, 1/15/19		1,030		973
Windstream Corp.
8.125%, 9/1/18		95		96
7.000%, 3/15/19		750		724
7.750%, 10/15/20		250		245

				9,513


Utilities—3.2%
AmeriGas Partners LP/ AmeriGas Finance Corp. 6.250%, 8/20/19		600		577
Calpine Corp.
144A 7.875%, 7/31/20⁽²⁾⁽⁷⁾		245		238
144A 7.500%, 2/15/21⁽²⁾		490		470
NRG Energy, Inc. 8.250%, 9/1/20⁽⁷⁾		805		765
Texas Competitive Electric Holdings Co. LLC/Texas Competitive Holdings Finance, Inc. 144A 11.500%, 10/1/20⁽²⁾		990		797

				2,847


TOTAL CORPORATE BONDS AND NOTES (Identified Cost $89,204)				81,069


LOAN AGREEMENTS⁽³⁾—4.0%

Consumer Discretionary—1.7%
Cengage Learning Acquisitions, Inc. 2.250%, 7/3/14		997		784
Chrysler Group LLC/ Chrysler Group Co-Issuer, Inc. Tranche B, 4.750%, 5/24/17		299		262
KAR Auction Services, Inc. 3.750%, 5/19/17		249		242
Transtar Industries, Inc. Tranche 2, 8.500%, 12/21/17		200		195

				1,483

See Notes to Financial Statements

VIRTUS HIGH YIELD FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE		VALUE
Consumer Staples—1.1%
Roundy’s Supermarkets, Inc. Tranche 2, 8.000%, 4/16/16	$	1,000	$	983


Financials—0.3%
Springleaf Financial Funding Co. (American General Finance Corp.) 4.250%, 5/10/17		300		261


Materials—0.5%
Rock Tenn Tranche B, 2.750%, 5/28/18		499		496


Telecommunication Services—0.4%
Level 3 Communications, Inc. Tranche A, 2.250%, 3/13/14		400		375


TOTAL LOAN AGREEMENTS (Identified Cost $3,728)				3,598


	SHARES
PREFERRED STOCK—0.8%

Financials—0.8%
GMAC Capital Trust I 8.125%⁽³⁾		20,800		379
ING Capital Funding Trust III 3.907%⁽³⁾		425		318


TOTAL PREFERRED STOCK (Identified Cost $905)				697


TOTAL LONG-TERM INVESTMENTS—95.9% (Identified Cost $93,837)				85,364


SHORT-TERM INVESTMENTS—1.5%

Money Market Mutual Funds—1.5%
BlackRock Liquidity Funds TempFund Portfolio — Institutional Shares (seven-day effective yield 0.090%)		1,315,471	$	1,315

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $1,315)				1,315


SECURITIES LENDING COLLATERAL—9.4%
BlackRock Liquidity Funds TempCash Portfolio — Institutional Shares (seven-day effective yield 0.100%)⁽⁸⁾		8,322,911		8,323


TOTAL SECURITIES LENDING COLLATERAL (Identified Cost $8,323)				8,323


TOTAL INVESTMENTS—106.8% (Identified Cost $103,475)				95,002	⁽¹⁾


Other assets and liabilities, net—(6.8)%				(6,040	)

NET ASSETS—100.0%			$	88,962

Abbreviations:


PIK		Payment-in-Kind Security

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2011, these securities amounted to a value of $22,973 or 25.8% of net assets.

⁽³⁾		Variable or step coupon security; interest rate shown reflects the rate in effect at September 30, 2011.

⁽⁴⁾		Illiquid security.

⁽⁵⁾		Security valued at fair value as determined in good faith by or under the direction of the Trustees. This security is disclosed as a Level 3 security in the disclosure table located after the Schedule of Investments.

⁽⁶⁾		Security in default.

⁽⁷⁾		All or a portion of security is on loan.

⁽⁸⁾		Represents security purchased with cash collateral received for securities on loan.

⁽⁹⁾		Illiquid and restricted security. At September 30, 2011, this security amounted to a value of $62 or 0.0% of net assets. For acquisition information see Note 7 Illiquid and Restricted Securities in the Notes to Financial Statements.


Country Weightings (Unaudited)^†

United States (includes short-term investments and securities lending collateral)	93	%
Bermuda	1
Brazil	1
Canada	1
Germany	1
Luxembourg	1
New Zealand	1
Other	1

Total	100	%


^†		% of total investments as of September 30, 2011

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2011 (see Security Valuation Note 2A in the Notes to Financial Statements).


					Level 2 –		Level 3 –
	Total Value		Level 1 –		Significant		Significant
	at		Quoted		Observable		Unobservable
	September 30, 2011		Prices		Inputs		Inputs
Investments in Securities:
Debt Securities:
Corporate Bonds and Notes	$	81,069	$	—	$	80,558	$	511
Loan Agreements		3,598		—		3,598		—
Equity Securities:
Preferred Stock		697		—		697		—
Securities Lending Collateral		8,323		8,323		—		—
Short-Term Investments		1,315		1,315		—		—

Total Investments	$	95,002	$	9,638	$	84,853	$	511

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

See Notes to Financial Statements

VIRTUS INTERNATIONAL EQUITY FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
COMMON STOCKS—94.3%

Consumer Discretionary—6.0%
adidas AG (Germany)		2,280	$	139
British Sky Broadcasting Group plc (United Kingdom)		15,700		162
Casio Computer Co., Ltd. (Japan)		30,800		195
Compass Group plc (United Kingdom)		7,900		64
Reed Elsevier N.V. (Netherlands)		28,960		318
Sumitomo Rubber Industries Ltd. (Japan)		18,800		240

				1,118


Consumer Staples—12.9%
British American Tobacco (United Kingdom)		4,200		177
Colruyt SA (Belgium)		8,640		359
Foster’s Group Ltd. (Australia)		47,000		239
Nestle S.A. Registered Shares (Switzerland)		10,180		560
President Chain Store Corp. (Taiwan)		10,000		56
Swedish Match AB (Sweden)		5,960		197
Tesco plc (United Kingdom)		29,300		172
Treasury Wine Estates Ltd. (Australia)⁽²⁾		17,333		65
Unilever N.V. (Netherlands)		8,862		280
Woolworths Ltd. (Australia)		13,020		311

				2,416


Energy—9.5%
BP plc (United Kingdom)		29,400		176
CNOOC Ltd. (Hong Kong)		131,000		211
Royal Dutch Shell plc A Shares (United Kingdom)		11,970		369
Royal Dutch Shell plc B Shares (United Kingdom)		8,000		249
Straits Asia Resources Ltd. (Singapore)		46,000		69
Total SA (France)		12,000		529
Woodside Petroleum Ltd. (Australia)		5,810		180

				1,783


Financials—8.3%
Hang Seng Bank Ltd. (Hong Kong)		23,000		270
Legal & General Group plc (United Kingdom)		121,900		182
Malayan Banking Bhd (Malaysia)		103,566		258
QBE Insurance Group Ltd. (Australia)		23,880		293
Tokyu REIT, Inc. (Japan)		28		150
United Overseas Bank Ltd. (Singapore)		12,200		157
Zurich Financial Services AG (Switzerland)⁽²⁾		1,180		246

				1,556


Health Care—10.8%
GlaxoSmithKline plc (United Kingdom)		13,100		270
Novartis AG Registered Shares (Switzerland)		8,530		477
Roche Holding AG (Switzerland)		3,620		585
Sanofi-Aventis S.A. (France)⁽²⁾		4,930		324
Teva Pharmaceutical Industries Ltd. (Israel)		9,857		365

				2,021


Industrials—9.7%
Brambles Ltd. (Australia)		45,000		277
ComfortDelgro Corp., Ltd. (Singapore)		167,000		166
Deutsche Post AG Registered Shares (Germany)		15,800		202
Koninklijke Vopak N.V. (Netherlands)		2,430		116
Legrand SA (France)		4,560		142
Makita Corp. (Japan)		5,900		210
Mitsubishi Electric Corp. (Japan)		24,000		213
Panalpina Welttransport Holding AG Registered Shares (Switzerland)⁽²⁾		1,310		112
Rolls-Royce Holdings plc (United Kingdom)		11,500		106
Schindler Holding AG (Switzerland)		1,112		118
Toyota Tsusho Corp. (Japan)		9,600		164

				1,826


Information Technology—8.3%
Advantech Co., Ltd (Taiwan)		49,000		129
ASM Pacific Technology Ltd. (Hong Kong)		18,600		181
Media Tek, Inc. (Taiwan)		11,000		120
Nintendo Co., Ltd. (Japan)		900		132
Nippon Electric Glass Co., Ltd. (Japan)		19,000		173
SAP AG (Germany)		5,260		268
Venture Corp., Ltd. (Singapore)		16,000		81
VTech Holdings Ltd. (Hong Kong)		25,000		232
Wincor Nixdorf AG (Germany)		5,552		249

				1,565


Materials—7.9%
Air Liquide SA (France)		2,160		252
CRH plc (Ireland)		14,500		224
Fuchs Petrolub AG (Germany)		5,044		206
Givaudan SA Registered Shares (Switzerland)		116		90
Lafarge Malayan Cement Bhd (Malaysia)		79,800		163
Rio Tinto Ltd. (Australia)		2,130		125
Shin-Etsu Chemical Co., Ltd. (Japan)		3,400		167
Symrise AG (Germany)		6,698		155
Syngenta AG Registered Shares (Switzerland)		400		104

				1,486


Telecommunication Services—14.1%
Belgacom SA (Belgium)		7,300		220
Bezeq Israeli Telecommunication Corp., Ltd. (Israel)		77,446		145
Chunghwa Telecom Co., Ltd. (Taiwan)		67,600		224
Koninklijke KPN N.V. (Netherlands)		26,050		343
StarHub Ltd. (Singapore)		86,900		189
Telefonica S.A. (Spain)		20,920		401
Telekom Malaysia Bhd (Malaysia)		184,800		236
Telenor ASA (Norway)		13,020		201
Telstra Corp., Ltd. (Australia)		94,000		280
Vodafone Group plc (United Kingdom)		154,300		397

				2,636


Utilities—6.8%
National Grid plc (United Kingdom)		23,600		235
Power Assets Holdings Ltd. (Hong Kong)		55,000		421
Scottish & Southern Energy plc (United Kingdom)		9,000		180
Snam Rete Gas S.p.A. (Italy)		47,880		221
United Utilities Group plc (United Kingdom)		22,500		218

				1,275

TOTAL COMMON STOCKS (Identified Cost $19,448)				17,682

TOTAL LONG-TERM INVESTMENTS—94.3% (Identified Cost $19,448)				17,682

See Notes to Financial Statements

VIRTUS INTERNATIONAL EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
SHORT-TERM INVESTMENTS—4.6%

Money Market Mutual Funds—4.6%
Dreyfus Cash Management
Fund — Institutional Shares (seven-day effective yield 0.050%)		859,327	$	859

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $859)				859

TOTAL INVESTMENTS—98.9% (Identified Cost $20,307)				18,541	⁽¹⁾
Other assets and liabilities, net—1.1%				198

NET ASSETS—100.0%			$	18,739

Abbreviation:

REIT Real Estate Investment Trust

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Non-income producing.


Country Weightings (Unaudited)^†

United Kingdom	16	%
Switzerland	12
Australia	9
Japan	9
France	7
Germany	7
Hong Kong	7
Other	33

Total	100	%


^†		% of total investments as of September 30, 2011

At September 30, 2011, the Fund had entered into forward currency contracts as follows (reported in 000’s):

Unrealized

Contracts

In Exchange

Settlement

Market

Appreciation

to Receive

for

Counterparty

Date

Value

(Depreciation)

AUD 200

USD 210

State Street Bank and Trust Co.

1/24/12

191

(19

)

Unrealized

Contracts

In Exchange

Settlement

Market

Appreciation

to Sell

for

Counterparty

Date

Value

(Depreciation)

AUD 2,100

USD 2,171

State Street Bank and Trust Co.

1/24/12

2,005

166

147

Currency:

AUD Australian Dollar USD United States Dollar

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2011 (see Security Valuation Note 2A in the Notes to Financial Statements).


					Level 2 –
	Total Value		Level 1 –		Significant
	at		Quoted		Observable
	September 30, 2011		Prices		Inputs
Investments in Securities:
Equity Securities:
Common Stocks	$	17,682	$	65	$	17,617
Short-Term Investments		859		859		—

Total Investments	$	18,541	$	924	$	17,617


Other Financial Instruments:
Forward Currency Contracts⁽¹⁾	$	147	$	—	$	147

There are no Level 3 (significant unobservable inputs) priced securities. Securities held by the Fund with an end of period value of $15,958 were transferred from Level 1 into Level 2. Please refer to the security valuation note in the Notes to Financial Statements.


⁽¹⁾		Valued at the unrealized appreciation (depreciation) on the investment.

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

See Notes to Financial Statements

VIRTUS INTERNATIONAL REAL ESTATE SECURITIES FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
COMMON STOCKS—99.3%

Australia—20.8%
BGP Holdings plc^(2)(3)(4)		588,920	$	0
CFS Retail Property Trust		260,252		437
Dexus Property Group		1,101,415		868
Goodman Group		1,729,280		947
Westfield Group		345,673		2,563
Westfield Retail Trust		483,173		1,125

				5,940


Canada—12.4%
Allied Properties Real Estate Investment Trust		6,415		142
Brookfield Properties Corp.		78,250		1,082
Canadian Real Estate Investment Trust		11,545		393
Cominar Real Estate Investment Trust		11,915		244
First Capital Realty, Inc.		34,385		558
RioCan Real Estate Investment Trust		45,750		1,135

				3,554


Finland—0.5%
Citycon Oyj		42,000		143


France—13.2%
Fonciere Des Regions		4,140		289
Klepierre		25,424		713
Societe Immobiliere de Location Pour L’industrie Et Le Commerce		4,457		430
Unibail-Rodamco		13,090		2,336

				3,768


Germany—0.6%
GSW Immobilien AG⁽²⁾		6,000		170


Hong Kong—7.6%
Champion Reit		351,576		134
Hongkong Land Holdings Ltd.		267,100		1,197
Link (The)		267,441		845

				2,176


Italy—1.6%
Beni Stabili SpA		888,257		468


Japan—8.6%
AEON Mall Co., Ltd.		38,130		871
Japan Prime Realty Investment Corp.		149		383
Japan Real Estate Investment Corp.		54		528
Nippon Building Fund, Inc.		67		693

				2,475


Netherlands—4.5%
Corio N.V.		19,990		921
Eurocommercial Properties N.V.		9,597		369

				1,290


Norway—1.9%
Norwegian Property ASA		414,600		552


Singapore—6.4%
CapitaCommercial Trust		253,000		193
CapitaMall Trust		152,650		212
CapitaRetail China Trust		323,725		287
Global Logistic Properties Ltd.⁽²⁾		446,500		560
Mapletree Logistics Trust		890,544		577

				1,829


Sweden—2.9%
Castellum AB		41,166		502
Fabege AB		44,000		332

				834


Switzerland—0.9%
PSP Swiss Property AG⁽²⁾		2,741		246


United Kingdom—17.4%
Big Yellow Group plc		179,961		667
British Land Co. plc		96,105		708
Derwent London plc		12,946		289
Great Portland Estates plc		26,118		138
Hammerson plc		164,609		964
Land Securities Group plc		113,785		1,131
Safestore Holdings plc		318,876		506
SEGRO plc		168,857		576

				4,979


TOTAL COMMON STOCKS (Identified Cost $28,524)				28,424


TOTAL LONG-TERM INVESTMENTS—99.3% (Identified Cost $28,524)				28,424


SHORT-TERM INVESTMENTS—0.5%

Money Market Mutual Funds—0.5%
Dreyfus Cash Management Fund — Institutional Shares (seven-day effective yield 0.050%)		148,997		149


TOTAL SHORT-TERM INVESTMENTS (Identified Cost $149)				149


TOTAL INVESTMENTS—99.8% (Identified Cost $28,673)				28,573	⁽¹⁾
Other assets and liabilities, net—0.2%				52

NET ASSETS—100.0%			$	28,625

Abbreviation:

REIT Real Estate Investment Trust

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Non-income producing.

⁽³⁾		Illiquid security.

⁽⁴⁾		Security valued at fair value as determined in good faith by or under the direction of the Trustees. This security is disclosed as a level 3 security in the disclosure table located after the Schedule of Investments.


Country Weightings (Unaudited)^†

Australia	21	%
United Kingdom	17
France	13
Canada	12
Japan	9
Hong Kong	8
Singapore	6
Other	14

Total	100	%


^†		% of total investments as of September 30, 2011

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

See Notes to Financial Statements

VIRTUS INTERNATIONAL REAL ESTATE SECURITIES FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2011 (see Security Valuation Note 2A in the Notes to Financial Statements).


					Level 2 –		Level 3 –
	Total Value		Level 1 –		(Significant		Significant
	at		Quoted		Observable		Unobservable
	September 30, 2011		Prices		inputs)		Inputs

Investments in Securities:
Equity Securities:
Common Stocks	$	28,424	$	5,120	$	23,304	$	0	⁽¹⁾
Short-Term Investments		149		149		—		—

Total Investments	$	28,573	$	5,269	$	23,304	$	0	⁽¹⁾


⁽¹⁾		Level 3 Common Stock valued at zero at beginning and end of period.

Securities held by the Fund with an end of period value of $20,830 were transferred from Level 1 into Level 2. Please refer to the security valuation note in the Notes to Financial Statements.

The following is a reconciliation of assets of the Fund, for Level 3 investments for which significant unobservable inputs were used to determine fair value:


	Common
	Stock		Rights
Balance as of September 30, 2010:	$	0	$	1
Accrued discounts (premiums)		—		—
Realized gain (loss)		—		—
Change in unrealized appreciation (depreciation)		—		—
Net purchases (sales)		—		(1	)
Transfers in and/or out of Level 3⁽¹⁾		—		—

Balance as of September 30, 2011:	$	0	$	—


⁽¹⁾		“Transfers in and/or out” represent the ending value as of September 30, 2011, for any investment security where a change in the pricing level occurred from the beginning to the end of the period.

See Notes to Financial Statements

VIRTUS MARKET NEUTRAL FUND
SCHEDULE OF INVESTMENTS AND SECURITIES SOLD SHORT
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
COMMON STOCKS—92.4%

Consumer Discretionary—14.9%
Abercrombie & Fitch Co. Class A		2,790	$	172
Amazon.com, Inc.⁽²⁾⁽⁶⁾		1,110		240
Daimler AG Registered Shares		3,740		166
Esprit Holdings Ltd.		72,924		88
Ethan Allen Interiors, Inc.⁽⁶⁾		12,310		168
Focus Media Holding Ltd. ADR⁽²⁾		16,060		270
Inchcape plc		47,340		204
Jack in the Box, Inc.⁽²⁾⁽⁶⁾		10,600		211
Kingfisher plc		58,820		228
Limited Brands, Inc.⁽⁶⁾		9,430		363
Liz Claiborne, Inc.⁽²⁾⁽⁶⁾		66,940		335
Macy’s, Inc.⁽⁶⁾		12,090		318
Melco PBL Entertainment Ltd. ADR⁽²⁾		67,310		559
Omnicom Group, Inc.		7,160		264
Phillips-Van Heusen Corp.		3,960		231
Ryland Group, Inc. (The)⁽⁶⁾		10,050		107
Saks, Inc.⁽²⁾⁽⁶⁾		34,720		304
Skechers U.S.A., Inc. Class A⁽²⁾⁽⁶⁾		9,760		137
Toyoda Gosei Co., Ltd.		15,900		303
Viacom, Inc. Class B		13,810		535
Warnaco Group, Inc. (The)⁽²⁾		3,530		163
Williams-Sonoma, Inc.⁽⁶⁾		5,970		184

				5,550


Consumer Staples—13.7%
BJ’s Wholesale Club, Inc.⁽²⁾⁽⁶⁾		5,770		296
Carrefour S.A.		11,220		256
China Agri-Industries Holdings Ltd.		488,000		307
Coca-Cola Amatil Ltd.		29,950		343
Coca-Cola Enterprises, Inc.⁽⁶⁾		14,280		355
ConAgra Foods, Inc.⁽⁶⁾		16,320		395
Estee Lauder Cos., Inc. (The) Class A⁽⁶⁾		3,040		267
Fomento Economico Mexicano S.A.B. de C.V. Sponsored ADR⁽⁶⁾		8,470		549
Kirin Brewery Co., Ltd.		24,000		314
Metro AG		3,420		145
Ralcorp Holdings, Inc.⁽²⁾		2,710		208
Sanderson Farms, Inc.		14,060		668
Toyo Suisan Kaisha Ltd.		14,000		384
Unilever N.V.		13,850		438
Unilever plc Sponsored ADR		5,040		157

				5,082


Energy—6.7%
Anadarko Petroleum Corp.		3,250		205
Cabot Oil & Gas Corp.⁽⁶⁾		9,910		613
China Coal Energy Co., Ltd.		168,000		150
Ensco International plc Sponsored ADR		5,300		214
EQT Corp.		3,560		190
Occidental Petroleum Corp.⁽⁶⁾		2,600		186
Petroleo Brasileiro S.A. ADR		9,180		206
Pioneer Natural Resources Co.⁽⁶⁾		4,150		273
Schlumberger Ltd.⁽⁶⁾		4,670		279
TGS Nopec Geophysical Co., ASA		10,240		190

				2,506


Financials—13.4%
American Express Co.		4,400		198
Ameriprise Financial, Inc.		4,580		180
AON Corp.⁽⁶⁾		4,580		192
Banco Santander Brasil S.A. ADR⁽⁶⁾		16,370		120
Capital One Financial Corp.		3,990		158
CBOE Holdings, Inc.		7,696		188
CME Group, Inc.		600		148
Comerica, Inc.		23,020		529
DFC Global Corp.⁽²⁾⁽⁶⁾		7,910		173
Fidelity National Financial, Inc. Class A⁽⁶⁾		25,510		387
Fifth Third Bancorp⁽⁶⁾		27,740		280
Hartford Financial Services Group, Inc. (The)⁽⁶⁾		14,880		240
Marsh & McLennan Cos., Inc.⁽⁶⁾		7,470		198
Muenchener Rueckversicherungs- Gesellschaft AG Registered Shares		2,090		260
NASDAQ OMX Group, Inc. (The)⁽²⁾		15,600		361
Public Storage		1,640		183
RenaissanceRe Holdings Ltd.		3,120		199
U.S. Bancorp		6,170		145
Webster Financial Corp.		13,500		206
Wells Fargo & Co.⁽⁶⁾		10,980		265
Willis Group Holdings plc		7,440		256
Zions Bancorp		7,680		108

				4,974


Health Care—15.3%
Alexion Pharmaceuticals, Inc.⁽²⁾⁽⁶⁾		2,260		145
Align Technology, Inc.⁽²⁾⁽⁶⁾		12,810		194
Amarin Corp. plc ADR⁽²⁾⁽⁶⁾		11,080		102
Biogen Idec, Inc.⁽²⁾		2,170		202
CareFusion Corp.⁽²⁾		8,640		207
Covidien plc⁽⁶⁾		5,400		238
Cubist Pharmaceuticals, Inc.⁽²⁾		6,490		229
Emergent Biosolutions, Inc.⁽²⁾⁽⁶⁾		13,280		205
Gerresheimer AG		5,430		227
Hanger Orthopedic Group, Inc.⁽²⁾⁽⁶⁾		10,180		192
HealthSouth Corp.⁽²⁾		8,410		126
Idenix Pharmaceuticals, Inc.⁽²⁾⁽⁶⁾		24,130		120
McKesson Corp.⁽⁶⁾		4,420		321
Medicis Pharmaceutical Corp. Class A		3,510		128
Mitsubishi Tanabe Pharma Corp.		14,600		271
Omnicare, Inc.		7,280		185
Pfizer, Inc.⁽⁶⁾		13,220		234
Salix Pharmaceuticals Ltd.⁽²⁾		4,040		120
Sanofi-Aventis S.A.⁽²⁾		2,930		193
Sanofi-Aventis S.A. ADR⁽⁶⁾		6,880		226
Smith & Nephew plc		28,240		254
St. Jude Medical, Inc.⁽⁶⁾		5,560		201
Thermo Fisher Scientific, Inc.⁽²⁾		4,020		204
UnitedHealth Group, Inc.		5,390		249
Vertex Pharmaceuticals, Inc.⁽²⁾		4,940		220
Warner Chilcott plc Class A⁽⁶⁾		14,350		205
Watson Pharmaceuticals, Inc.⁽²⁾		3,800		259
WuXi PharmaTech Cayman, Inc. ADR⁽²⁾		20,110		234

				5,691


Industrials—7.6%
BAE Systems plc		73,033		302
Dover Corp.		5,540		258
Eaton Corp.		5,060		180
Finmeccanica S.p.A		11,480		79
Goodrich Corp.		2,730		329
Huron Consulting Group, Inc.⁽²⁾⁽⁶⁾		7,140		222
IDEX Corp.⁽⁶⁾		5,360		167
Meritor, Inc.⁽²⁾⁽⁶⁾		16,540		117
Oshkosh Corp.⁽²⁾		12,510		197
Roper Industries, Inc.		3,250		224
RSC Holdings, Inc.⁽²⁾		18,840		134
Spirit Aerosystems Holdings, Inc. Class A⁽²⁾⁽⁶⁾		11,960		191
SPX Corp.⁽⁶⁾		920		42
TrueBlue, Inc.⁽²⁾		18,420		209
United Technologies Corp.⁽⁶⁾		2,400		169

				2,820


Information Technology—15.5%
Alliance Data Systems Corp.⁽²⁾⁽⁶⁾		3,810		353
Apple, Inc.⁽²⁾⁽⁶⁾		310		118
AU Optronics Corp. Sponsored ADR		37,060		147
Cognizant Technology Solutions Corp. Class A⁽²⁾		6,070		381
Cree, Inc.⁽²⁾		3,460		90
DealerTrack Holdings, Inc.⁽²⁾⁽⁶⁾		10,820		169
Electronic Arts, Inc.⁽²⁾⁽⁶⁾		33,200		679
Equinix, Inc.⁽²⁾		2,830		251
F5 Networks, Inc.⁽²⁾		3,490		248

See Notes to Financial Statements

VIRTUS MARKET NEUTRAL FUND
SCHEDULE OF INVESTMENTS AND SECURITIES SOLD SHORT (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES			VALUE
Information Technology—continued
Informatica Corp.⁽²⁾⁽⁶⁾		2,090		$	86
Microsemi Corp.⁽²⁾⁽⁶⁾		14,940			239
Motorola Mobility Holdings, Inc.⁽²⁾		1,577			60
NetApp, Inc.⁽²⁾		17,290			587
QUALCOMM, Inc.⁽⁶⁾		8,130			395
Ricoh Co. Ltd.		30,000			251
Riverbed Technology, Inc.⁽²⁾		8,160			163
SanDisk Corp.⁽²⁾		2,560			103
Siliconware Precision Industries Co. Sponsored ADR⁽⁶⁾		70,220			336
Symantec Corp.⁽²⁾		12,000			196
Teradata Corp.⁽²⁾⁽⁶⁾		5,349			286
Velti plc⁽²⁾		25,620			169
Visa, Inc. Class A		4,180			358
VMware, Inc. Class A⁽²⁾		1,190			96

					5,761


Materials—1.9%
Alcoa, Inc.⁽⁶⁾		37,060			355
China Vanadium Titano — Magnetite Mining Co., Ltd.		547,000			85
Rio Tinto plc		3,510			156
Yingde Gases Group Co., Ltd.		128,000			116

					712


Telecommunication Services—1.9%
Frontier Communications Corp.⁽⁶⁾		43,140			264
MTN Group Ltd. Sponsored ADR		15,140			248
Telefonica Moviles S.A.^(3)(4)(6)		1,400			—	⁽⁵⁾
VimpelCom Ltd. ADR		20,370			194

					706


Utilities—1.5%
Companhinia Paranaense de Energia ADR⁽⁶⁾		14,550			265
E.ON AG⁽²⁾		6,110			133
Tokyo Gas Co., Ltd.		38,000			176

					574


TOTAL COMMON STOCKS (Identified Cost $38,434)					34,376


TOTAL LONG-TERM INVESTMENTS—92.5% (Identified Cost $38,434)					34,376


SHORT-TERM INVESTMENTS—0.0%

Money Market Mutual Funds—0.0%
Dreyfus Cash Management Fund — Institutional Shares (seven-day effective yield 0.050%)		11			—	⁽⁵⁾


TOTAL SHORT-TERM INVESTMENTS (Identified Cost $—⁽⁵⁾)					—	⁽⁵⁾


TOTAL INVESTMENTS—92.4% (Identified Cost $38,434)					34,376	⁽¹⁾


SECURITIES SOLD SHORT—(92.3)% (Proceeds ($38,581))					(34,353	)
Other assets and liabilities, net—99.9%					37,158

NET ASSETS—100.0%				$	37,181


SECURITIES SOLD SHORT—92.3%

COMMON STOCKS SOLD SHORT—(92.3)%

Consumer Discretionary—(16.3)%
Anta Sports Products Ltd.		(187,000	)		(216	)
Bayerische Motoren Werke AG		(3,180	)		(210	)
Best Buy Co., Inc.		(8,090	)		(188	)
Carpetright plc		(56,440	)		(435	)
Gap, Inc. (The)		(18,540	)		(301	)
hhgregg, Inc.		(18,350	)		(179	)
Kohl’s Corp.		(6,860	)		(337	)
Li & Fung Ltd.		(232,000	)		(387	)
LKQ Corp.		(22,229	)		(537	)
Mattel, Inc.		(8,000	)		(207	)
NetFlix, Inc.		(2,430	)		(275	)
NGK Spark Plug Co., Ltd.		(22,000	)		(299	)
Panera Bread Co. Class A		(3,250	)		(338	)
Penney (J.C.) Co., Inc.		(26,860	)		(719	)
Thomson Reuters Corp.		(19,920	)		(539	)
Urban Outfitters, Inc.		(9,120	)		(204	)
Wynn Resorts Ltd.		(6,090	)		(701	)

					(6,072	)


Consumer Staples—(12.6)%
Asahi Breweries Ltd.		(14,700	)		(311	)
Casino Guichard Perrachon S.A.		(3,290	)		(257	)
Church & Dwight Co., Inc.		(7,160	)		(316	)
Flowers Foods, Inc.		(24,490	)		(477	)
Hormel Foods Corp.		(18,298	)		(494	)
J & J Snack Foods Corp.		(4,930	)		(237	)
Kimberly-Clark de Mexico S.A.B. de C.V. ADR		(11,360	)		(293	)
Lindt & Spruengli AG		(136	)		(396	)
Metcash Ltd.		(25,450	)		(100	)
Pernod-Ricard S.A.		(3,047	)		(239	)
Seven & I Holdings Co., Ltd.		(13,400	)		(376	)
Smucker (J.M.) Co. (The)		(3,946	)		(288	)
SYSCO Corp.		(6,070	)		(157	)
Tingyi Cayman Islands Holding Corp.		(178,000	)		(436	)
Wal-Mart de Mexico S.A.B de C.V. Sponsored ADR		(5,610	)		(129	)
Woolworths Ltd.		(7,530	)		(180	)

					(4,686	)


Energy—(6.4)%
Arch Coal, Inc.		(10,740	)		(156	)
Bourbon S.A.		(3,835	)		(87	)
BP plc Sponsored ADR		(5,760	)		(208	)
CNOOC Ltd. ADR		(1,280	)		(205	)
Concho Resources, Inc.		(4,930	)		(351	)
ConocoPhillips		(4,260	)		(270	)
Murphy Oil Corp.		(4,230	)		(187	)
Patriot Coal Corp.		(14,740	)		(125	)
Range Resources Corp.		(6,710	)		(392	)
Seadrill Ltd.		(9,580	)		(264	)
Yanzhou Coal Mining Co., Ltd. Class H		(70,000	)		(149	)

					(2,394	)


Financials—(14.1)%
Banco Bradesco S.A.
Sponsored ADR		(9,570	)		(141	)
BlackRock, Inc.		(2,330	)		(345	)
Goldman Sachs Group, Inc. (The)		(3,660	)		(346	)
Green Dot Corp. Class A		(5,750	)		(180	)
Hannover Rueckversicherung AG Registered Shares		(6,870	)		(311	)
Huntington Bancshares, Inc.		(109,760	)		(527	)
Jefferies Group, Inc.		(29,680	)		(368	)
JPMorgan Chase & Co.		(5,240	)		(158	)
Legg Mason, Inc.		(17,920	)		(461	)
New York Community Bancorp, Inc. Class A		(31,250	)		(372	)
Northern Trust Corp.		(5,390	)		(188	)
Progressive Corp. (The)		(9,080	)		(161	)
Prosperity Bancshares, Inc.		(6,310	)		(206	)
T. Rowe Price Group, Inc.		(4,350	)		(208	)
TFS Financial Corp.		(44,140	)		(359	)
Trustmark Corp.		(7,710	)		(140	)
Valley National Bancorp		(30,846	)		(327	)
Waddell & Reed Financial, Inc. Class A		(7,570	)		(189	)
Westamerica Bancorp		(6,880	)		(264	)

					(5,251	)


Health Care—(15.5)%
Acorda Therapeutics, Inc.		(9,280	)		(185	)
AMAG Pharmaceuticals, Inc.		(8,350	)		(123	)
Ansell Ltd.		(21,440	)		(268	)
AstraZeneca plc Sponsored ADR		(5,130	)		(228	)
Auxilium Pharmaceuticals, Inc.		(5,450	)		(82	)
Bard (C.R.), Inc.		(1,180	)		(103	)
CONMED Corp.		(8,030	)		(185	)
Covance, Inc.		(6,250	)		(284	)
DENTSPLY International, Inc.		(16,710	)		(513	)
Edwards Lifesciences Corp.		(3,470	)		(247	)
Eisai Co., Ltd.		(12,150	)		(490	)
Genomic Health, Inc.		(10,610	)		(233	)
H Lundbeck A/S		(9,240	)		(176	)
Haemonetics Corp.		(4,350	)		(254	)
Integra LifeSciences Holdings Corp.		(6,690	)		(239	)

See Notes to Financial Statements

VIRTUS MARKET NEUTRAL FUND
SCHEDULE OF INVESTMENTS AND SECURITIES SOLD SHORT (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES			VALUE
Health Care—continued
Invacare Corp.		(8,740	)	$	(201	)
Nobel Biocare Holding AG		(7,120	)		(72	)
Novo Nordisk A/S Sponsored ADR		(5,290	)		(527	)
Owens & Minor, Inc.		(8,540	)		(243	)
Regeneron Pharmaceuticals, Inc.		(4,310	)		(251	)
ResMed, Inc.		(10,290	)		(296	)
Varian Medical Systems, Inc.		(4,440	)		(232	)
VCA Antech, Inc.		(13,690	)		(219	)
XenoPort, Inc.		(16,670	)		(98	)

					(5,749	)


Industrials—(8.8)%
BE Aerospace, Inc.		(9,430	)		(312	)
Boeing Co. (The)		(6,990	)		(423	)
CSX Corp.		(10,090	)		(188	)
Donaldson Co., Inc.		(2,860	)		(157	)
Esterline Technologies Corp.		(1,870	)		(97	)
Lockheed Martin Corp.		(7,080	)		(514	)
Rollins, Inc.		(16,990	)		(318	)
Rolls-Royce Holdings plc		(68,296	)		(628	)
Terex Corp.		(19,930	)		(204	)
UniFirst Corp.		(5,310	)		(241	)
United Rentals, Inc.		(12,290	)		(207	)

					(3,289	)


Information Technology—(13.1)%
Adobe Systems, Inc.		(6,760	)		(163	)
Advanced Semiconductor Engineering, Inc. ADR		(105,212	)		(444	)
Aixtron SE N.A. Sponsored ADR		(4,980	)		(72	)
Amphenol Corp. Class A		(2,550	)		(104	)
ANSYS, Inc.		(3,940	)		(193	)
Aruba Networks, Inc.		(18,370	)		(384	)
Canon, Inc.		(5,900	)		(268	)
Hewlett-Packard Co.		(10,540	)		(237	)
Infosys Technologies Ltd. Sponsored ADR		(6,370	)		(325	)
Intel Corp.		(15,260	)		(326	)
Juniper Networks, Inc.		(5,240	)		(90	)
KLA-Tencor Corp.		(3,260	)		(125	)
Lam Research Corp.		(1,420	)		(54	)
Microsoft Corp.		(21,010	)		(523	)
Nokia Oyj Sponsored ADR		(39,310	)		(222	)
Polycom, Inc.		(4,960	)		(91	)
Research In Motion Ltd.		(27,240	)		(553	)
SAP AG Sponsored ADR		(7,480	)		(379	)
Telefonaktiebolaget LM Ericsson Sponsored ADR		(25,540	)		(244	)
Xilinx, Inc.		(2,650	)		(73	)

					(4,870	)


Materials—(2.1)%
Aluminum Corp. of China Ltd.		(228,000	)		(97	)
Arcelormittal South Africa Ltd.		(18,220	)		(136	)
Glencore International plc		(32,410	)		(204	)
Greif, Inc. Class A		(8,362	)		(359	)

					(796	)


Telecommunication Services—(2.2)%
Indosat Tbk PT ADR		(8,860	)		(253	)
tw telecom, inc.		(17,030	)		(281	)
Verizon Communications, Inc.		(7,320	)		(270	)

					(804	)


Utilities—(1.2)%
Toho Gas Co. Ltd.		(31,000	)		(204	)
Tractebel Energia S.A. Sponsored ADR		(16,780	)		(238	)

					(442	)


TOTAL COMMON STOCKS SOLD SHORT—(92.3)% (Proceeds ($38,581))					(34,353	)

TOTAL SECURITIES SOLD SHORT—(92.3)% (Proceeds ($38,581))					(34,353)	⁽¹⁾

Abbreviations:

ADR American Depositary Receipt
GDR Global Depositary Receipt

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Non-income producing.

⁽³⁾		Illiquid and restricted security. At September 30, 2011, this security amounted to a value of $0 or 0.0% of net assets. For acquisition information, see Note 7, “Illiquid and Restricted Securities in the Notes to Financial Statements.

⁽⁴⁾		Security valued at fair value as determined in good faith by or under the direction of the Trustees. This security is disclosed as a Level 3 security in the disclosure table located after the Schedule of Investments.

⁽⁵⁾		Amounts are less than $500.

⁽⁶⁾		All or a portion segregated as collateral.


Country Weightings - Long (Unaudited)^†

United States (includes short-term investments)	72	%
Japan	5
United Kingdom	5
Germany	3
China	2
France	2
Ireland	2
Other	9

Total	100	%


^†		% of total investments as of September 30, 2011


Country Weightings - Short (Unaudited)^†

United States	64	%
Japan	6
United Kingdom	4
Canada	3
Germany	3
Denmark	2
Hong Kong	2
Other	16

Total	100	%


^†		% of total investments as of September 30, 2011

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

See Notes to Financial Statements

VIRTUS MULTI-SECTOR FIXED INCOME FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE			VALUE
U.S. GOVERNMENT SECURITIES—1.1%
U.S. Treasury Bond 3.750%, 8/15/41	$	2,300		$	2,688

TOTAL U.S. GOVERNMENT SECURITIES (Identified Cost $2,689)					2,688


MUNICIPAL BONDS—0.8%

Kentucky—0.2%
Commonwealth of Kentucky Taxable 3.165%, 4/1/18		505			515


Michigan—0.1%
Tobacco Settlement Finance Authority Taxable Series 06-A, 7.309%, 6/1/34		160			121


Virginia—0.1%
Tobacco Settlement Financing Corp. Taxable Series 07-A1, 6.706%, 6/1/46		345			228


Washington—0.4%
County of King Sewer Revenue 5.000%, 1/1/45		900			961


TOTAL MUNICIPAL BONDS (Identified Cost $1,934)					1,825


FOREIGN GOVERNMENT SECURITIES—11.0%
Bolivarian Republic of Venezuela
8.500%, 10/8/14		560			496
RegS 5.750%, 2/26/16⁽⁵⁾		1,765			1,266
7.650%, 4/21/25		1,000			570
9.250%, 9/15/27		1,035			662
9.375%, 1/13/34		950			591
Commonwealth of Australia Series 123, 5.750%, 4/15/12		3,362	^AUD		3,281
Commonwealth of Canada 2.000%, 9/1/12		2,359	^CAD		2,274
Commonwealth of New Zealand
Series 1111, 6.000%, 11/15/11		510	^NZD		390
Series 413, 6.500%, 4/15/13		677	^NZD		544
6.000%, 4/15/15		855	^NZD		709
Federative Republic of Brazil
12.500%, 1/5/22		1,125	^BRL		703
10.250%, 1/10/28		2,530	^BRL		1,413
Kingdom of Norway Series 470, 6.500%, 5/15/13		9,013	^NOK		1,657
Kingdom of Sweden Series 1046, 5.500%, 10/8/12		6,550	^SEK		996
Republic of Argentina
provincia de Bueno Aires Series GDP, 144A 10.875%, 1/26/21⁽⁴⁾		500			365
provincia de Neuquen 144A 7.875%, 4/26/21⁽⁴⁾		628			597
PIK Interest Capitalization 8.280%, 12/31/33		4,281			2,954
Series GDP 0.000%, 12/15/35⁽³⁾		1,740			244
Republic of Colombia
12.000%, 10/22/15		925,000	^COP		584
6.125%, 1/18/41		1,000			1,138
Republic of Hungary 6.375%, 3/29/21		140			136
Republic of Indonesia Series FR-23, 11.000%, 12/15/12		6,200,000	^IDR		753
Republic of Korea Series 1112, 4.750%, 12/10/11		1,427,500	^KRW		1,215
Republic of Lithuania 144A 7.375%, 2/11/20⁽⁴⁾		500			537
Republic of Poland Series 0414, 5.750%, 4/25/14		4,405	^PLZ		1,362
Republic of Sri Lanka 144A 6.250%, 7/27/21⁽⁴⁾		200			193
Republic of Turkey
0.000%, 4/25/12		880	^TRY		453
6.750%, 5/30/40		500			524

TOTAL FOREIGN GOVERNMENT SECURITIES (Identified Cost $26,346)					26,607


MORTGAGE-BACKED SECURITIES—11.9%

Agency—0.6%
FNMA 4.500%, 5/1/41		1,421			1,509


Non-Agency—11.3%
American Tower Trust 07-1A, C 144A 5.615%, 4/15/37⁽⁴⁾		750			796
Americold LLC Trust 10-ARTA, B 144A 6.031%, 1/14/29⁽⁴⁾		900			971
Banc of America Commercial Mortgage, Inc. 07-1, AMFX 5.482%, 1/15/49⁽³⁾		1,000			875
Bear Stearns Commercial Mortgage Securities, Inc.
06-T22, AM 5.705%, 4/12/38⁽³⁾		900			880
06-PW12, AM 5.759%, 9/11/38⁽³⁾		650			625
06-PW14, A4 5.201%, 12/11/38		350			379
05-PW10, A4 5.405%, 12/11/40⁽³⁾		225			243
05-PW10, AM 5.449%, 12/11/40⁽³⁾		725			692
07-T28, A4 5.742%, 9/11/42⁽³⁾		800			888
07-PW18, A4 5.700%, 6/11/50		750			808
07-PW18, AM 6.084%, 6/11/50⁽³⁾		725			630
Citigroup/Deutsche Bank Commercial Mortgage Trust
05-CD1, AM 5.226%, 7/15/44⁽³⁾		610			627
07-CD4, A4 5.322%, 12/11/49		475			490
Credit Suisse First Boston Mortgage Securities Corp. 04-C5, A3 4.499%, 11/15/37		825			825
Credit Suisse Mortgage Capital Certificates 06-C1, A3 5.420%, 2/15/39⁽³⁾		456			477
Extended Stay America Trust 10-ESHA, D, 144A 5.498%, 11/5/27⁽⁴⁾		355			334
GE Capital Commercial Mortgage Corp. 03-C1, C 4.975%, 1/10/38⁽³⁾		595			598
GMAC Commercial Mortgage Securities, Inc. 04-C2, A3 5.134%, 8/10/38		450			465
Goldman Sachs Mortgage Securities Corp. II 07-GG10, A4 5.790%, 8/10/45⁽³⁾		600			624
JPMorgan Chase Commercial Mortgage Securities Corp.
10-CNTR, A2 144A 4.311%, 8/5/32⁽⁴⁾		300			299
06-CB17, AM 5.464%, 12/12/43		600			549
06-LDP7, AM 5.878%, 4/15/45⁽³⁾		1,000			962
06-LDP9, A3 5.336%, 5/15/47		850			878
07-LD12, A4 5.882%, 2/15/51⁽³⁾		750			797
Lehman Brothers-UBS Commercial Mortgage Trust
07-C2, A3 5.430%, 2/15/40		1,100			1,131
07-C2, H 144A 6.202%, 2/15/40⁽³⁾⁽⁴⁾		850			77
05-C3, AM 4.794%, 7/15/40		350			340
07-C6, A4 5.858%, 7/15/40⁽³⁾		700			750
07-C7, A3 5.866%, 9/15/45⁽³⁾		600			644
Lehman Brothers Commercial Conduit Mortgage Trust 07-C3, A4 6.140%, 7/15/44⁽³⁾		500			542
Merrill Lynch Mortgage Trust 06-C1, AM 5.666%, 5/12/39⁽³⁾		715			682
Merrill Lynch-Countrywide Commercial Mortgage Trust 06-4, A3 5.172%, 12/12/49⁽³⁾		650			694
Morgan Stanley Capital I
05-HQ5, A3 5.007%, 1/14/42		43			44
06-IQ12, A4 5.332%, 12/15/43		1,300			1,404
07-IQ14, A4 5.692%, 4/15/49⁽³⁾		820			851
Timberstar Trust 06-1A, C 144A 5.884%, 10/15/36⁽⁴⁾		1,000			1,017

See Notes to Financial Statements

VIRTUS MULTI-SECTOR FIXED INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE			VALUE
Non-Agency—continued
Wachovia Bank Commercial Mortgage Trust
04-C12, A4 5.316%, 7/15/41⁽³⁾	$	450		$	484
07-C30, A5 5.342%, 12/15/43		410			418
05-C21, D 5.205%, 10/15/44⁽³⁾		600			457
06-C29, A4 5.308%, 11/15/48		1,000			1,066
07-C33, A4 5.899%, 2/15/51⁽³⁾		550			580
Wells Fargo Mortgage Backed Securities Trust 07-16, 1A7 6.000%, 12/28/37		475			426

					27,319

TOTAL MORTGAGE-BACKED SECURITIES (Identified Cost $27,501)					28,828


ASSET-BACKED SECURITIES—2.1%
AmeriCredit Automobile Receivables Trust 11-4, E, 144A 6.530%, 1/8/19⁽⁴⁾		300			299
Bombardier Capital Mortgage Securitization Corp. 99-A, A3 5.980%, 1/15/18⁽³⁾		642			626
Conseco Finance Securitizations Corp. 01-3, A4 6.910%, 5/1/33⁽³⁾		588			626
Conseco Financial Corp. 01-3, A4 7.600%, 4/15/26⁽³⁾		700			671
Countrywide Asset-Backed Certificates 04-13, AF4 4.583%, 1/25/33 ⁽³⁾		555			541
GSAA Home Equity Trust 05-12, AF3W 4.999%, 9/25/35⁽³⁾		512			475
Harley-Davidson Motorcycle Trust 07-2, C 5.410%, 8/15/15		565			573
IndyMac Manufactured Housing Contract 98-1, A3 6.370%, 9/25/28		447			453
Popular ABS Mortgage Pass-Through Trust 05-5, AF3 5.086%, 11/25/35⁽³⁾		338			327
Trip Rail Master Funding LLC 11-1A, A1A, 144A 4.370%, 7/15/41⁽⁴⁾		422			424

TOTAL ASSET-BACKED SECURITIES (Identified Cost $4,873)					5,015


CORPORATE BONDS AND NOTES—52.5%

Consumer Discretionary—8.0%
American Axle & Manufacturing Holdings, Inc. 144A 9.250%, 1/15/17⁽⁴⁾		315			329
Arcos Dorados B.V. 144A 7.500%, 10/1/19 ⁽⁴⁾		175			183
Boyd Gaming Corp. 144A 9.125%, 12/1/18⁽⁴⁾		215			178
Caesar’s Entertainment Operating Co., Inc.
11.250%, 6/1/17		425			431
12.750%, 4/15/18		90			61
Cengage Learning Acquisitions, Inc. 144A 10.500%, 1/15/15⁽⁴⁾		400			258
Cequel Communications Holdings I LLC/Cequel Capital Corp. 144A 8.625%, 11/15/17⁽⁴⁾		170			169
Chrysler Group LLC/Chrysler Group Co-Issuer, Inc. 144A 8.000%, 6/15/19⁽⁴⁾		500			392
CityCenter Holdings LLC/ CityCenter Finance Corp. 144A 7.625%, 1/15/16⁽⁴⁾		189			179
Clear Channel Communications, Inc. 9.000%, 3/1/21		500			374
Dana Holding Corp. 6.500%, 2/15/19		426			407
Delphi Corp. 144A 5.875%, 5/15/19⁽⁴⁾		125			117
DigitalGlobe, Inc. 10.500%, 5/1/14		65			72
DISH DBS Corp. 7.125%, 2/1/16		600			610
Gap, Inc. (The) 5.950%, 4/12/21		300			282
Gateway Casinos & Entertainment Ltd. 144A 8.875%, 11/15/17⁽⁴⁾		200	^CAD		193
HOA Restaurant Group LLC/ HOA Finance Corp. 144A 11.250%, 4/1/17⁽⁴⁾		250			231
Hyatt Hotels Corp.
144A 5.750%, 8/15/15⁽⁴⁾		100			107
5.375%, 8/15/21		500			514
International Game Technology 7.500%, 6/15/19		580			693
inVentiv Health, Inc. 144A 10.000%, 8/15/18⁽⁴⁾		400			354
Isle of Capri Casinos, Inc. 7.000%, 3/1/14		400			365
Landry’s Holdings, Inc. 144A 11.500%, 6/1/14⁽⁴⁾		275			256
Landry’s Restaurants, Inc. 11.625%, 12/1/15		245			247
Marina District Finance Co., Inc. 9.500%, 10/15/15		325			295
Mediacom LLC/Mediacom Capital Corp. 9.125%, 8/15/19		750			750
MGM Resorts International, Inc.
7.625%, 1/15/17		400			345
11.125%, 11/15/17		225			248
Mobile Mini, Inc. 6.875%, 5/1/15		350			345
NCLCorp., Ltd. 11.750%, 11/15/16		500			565
Needle Merger Sub Corp. 144A 8.125%, 3/15/19⁽⁴⁾		500			437
Ono Finance II plc 144A 10.875%, 7/15/19⁽⁴⁾		150			106
Penn National Gaming, Inc. 8.750%, 8/15/19		700			749
Pittsburgh Glass Works LLC 144A 8.500%, 4/15/16⁽⁴⁾		650			601
Polymer Group, Inc. 144A 7.750%, 2/1/19⁽⁴⁾		92			92
Production Resource Group, Inc. 144A 8.875%, 5/1/19⁽⁴⁾		250			227
QVC, Inc. 144A 7.500%, 10/1/19⁽⁴⁾		1,070			1,145
River Rock Entertainment Authority (The) 9.750%, 11/1/11		250			184
Royal Caribbean Cruises Ltd.
6.875%, 12/1/13		1,250			1,266
7.250%, 6/15/16		375			382
Scientific Games International, Inc. 9.250%, 6/15/19		170			172
Seminole Hard Rock Entertainment, Inc./ Seminole Hard Rock International LLC 144A 2.847%, 3/15/14⁽³⁾⁽⁴⁾		75			67
Seneca Gaming Corp. 144A 8.250%, 12/1/18⁽⁴⁾		70			68
Starwood Hotels & Resorts Worldwide, Inc. 7.150%, 12/1/19		750			810
Time Warner Cable, Inc. 4.000%, 9/1/21		1,000			979
Toys “R” Us Property Co., LLC 8.500%, 12/1/17		600			588
TRW Automotive, Inc. 144A 8.875%, 12/1/17⁽⁴⁾		140			150
United Rentals North America, Inc. 10.875%, 6/15/16		198			215
Univision Communications, Inc. 144A 7.875%, 11/1/20⁽⁴⁾		125			118
Videotron Ltee
6.375%, 12/15/15		180			182
9.125%, 4/15/18		82			90
Wyndham Worldwide Corp. 7.375%, 3/1/20		590			656
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 7.875%, 11/1/17		450			474

					19,308


Consumer Staples—1.0%
American Achievement Corp. 144A 10.875%, 4/15/16⁽⁴⁾		365			279
Bumble Bee Acquisition Corp. 144A 9.000%, 12/15/17⁽⁴⁾		75			71

See Notes to Financial Statements

VIRTUS MULTI-SECTOR FIXED INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE		VALUE
Consumer Staples—continued
Bunge Ltd. Finance Corp. 8.500%, 6/15/19	$	250	$	312
Cencosud SA 144A 5.500%, 1/20/21⁽⁴⁾		400		403
Constellation Brands, Inc. 8.375%, 12/15/14		165		182
Diversey, Inc. 8.250%, 11/15/19		50		60
Michael Foods, Inc. 9.750%, 7/15/18		275		285
Pilgrim’s Pride Corp. 144A 7.875%, 12/15/18⁽⁴⁾		500		384
Reynolds Group Issuer, Inc./ Reynolds Group Issuer LLC/ Reynolds Group Issuer 144A 9.000%, 4/15/19⁽⁴⁾		115		98
Rite Aid Corp. 8.000%, 8/15/20		120		126
Yankee Candle Co., Inc. Series B, 8.500%, 2/15/15		250		241

				2,441


Energy—8.0%
Afren plc 144A 11.500%, 2/1/16⁽⁴⁾		475		451
Antero Resources Finance Corp. 9.375%, 12/1/17		250		261
Bill Barrett Corp. 7.625%, 10/1/19		650		640
Breitburn Energy Partners LP/ Breitburn Finance Corp. 8.625%, 10/15/20		240		236
Calumet Specialty Products Partners LP/Calumet Finance Corp. 144A 9.375%, 5/1/19⁽⁴⁾		213		199
Carrizo Oil & Gas, Inc. 8.625%, 10/15/18		436		429
Coffeyville Resources Inc. LLC/Coffeyville Finance, Inc., 144A 10.875%, 4/1/17⁽⁴⁾		675		756
Energy Partners Ltd. 8.250%, 2/15/18		500		460
Energy Transfer Equity LP 7.500%, 10/15/20		75		77
Energy XXI Gulf Coast, Inc. 9.250%, 12/15/17		500		490
Expro Finance Luxembourg SCA 144A 8.500%, 12/15/16⁽⁴⁾		750		656
Frontier Oil Corp. 6.875%, 11/15/18		210		213
Gazprom International SA 144A 7.201%, 2/1/20⁽⁴⁾		454		477
Gazprom OAO (Gaz Capital SA)
144A 6.212%, 11/22/16⁽⁴⁾		935		942
144A 8.146%, 4/11/18⁽⁴⁾		100		110
144A 6.510%, 3/7/22⁽⁴⁾		315		309
Helix Energy Solutions Group, Inc. 144A 9.500%, 1/15/16⁽⁴⁾		200		204
Hercules Offshore, Inc. 144A 10.500%, 10/15/17⁽⁴⁾		640		608
Hilcorp Energy I LP/Hilcorp Finance Co. 144A 7.750%, 11/1/15⁽⁴⁾		600		608
HollyFrontier Corp. 9.875%, 6/15/17		88		95
Linn Energy LLC/Linn Energy Finance Corp. 144A 6.500%, 5/15/19⁽⁴⁾		512		474
Lukoil International Finance BV
144A 7.250%, 11/5/19⁽⁴⁾		525		530
144A 6.125%, 11/9/20^(4)(10)		500		465
MIE Holdings Corp. 144A 9.750%, 5/12/16⁽⁴⁾		550		429
OPTI Canada, Inc. 7.875%, 12/15/14⁽¹¹⁾		600		381
Petrohawk Energy Corp. 10.500%, 8/1/14		475		536
Petroleos de Venezuela SA 5.250%, 4/12/17		1,450		830
Petroleos Mexicanos
6.000%, 3/5/20		270		295
144A 5.500%, 1/21/21⁽⁴⁾		550		578
Petroplus Finance Ltd. 144A 6.750%, 5/1/14⁽⁴⁾		535		468
Petropower I Funding Trust 144A 7.360%, 2/15/14⁽⁴⁾		300		301
Pioneer Drilling Co. 9.875%, 3/15/18		110		116
Pride International, Inc. 8.500%, 6/15/19		330		414
QEP Resources, Inc. 6.875%, 3/1/21		480		504
SEACOR Holdings, Inc. 7.375%, 10/1/19		600		649
SESI LLC 144A 6.375%, 5/1/19⁽⁴⁾		650		631
Swift Energy Co. 8.875%, 1/15/20		500		528
Tesoro Corp. 6.500%, 6/1/17		680		680
TNK-BP Finance SA
144A 7.500%, 3/13/13⁽⁴⁾		325		336
144A 7.250%, 2/2/20⁽⁴⁾		100		100
Venoco, Inc.
11.500%, 10/1/17		600		615
8.875%, 2/15/19		225		195
Weatherford International Ltd. 9.625%, 3/1/19		318		411
Western Refining, Inc. 144A 11.250%, 6/15/17⁽⁴⁾		600		651

				19,338


Financials—18.5%
ABH Financial Ltd. (Alfa Markets Ltd.) 144A 8.200%, 6/25/12⁽⁴⁾		150		152
ADCB Finance Cayman Ltd. 144A 4.750%, 10/8/14⁽⁴⁾		560		587
Agile Property Holdings Ltd. 144A 10.000%, 11/14/16⁽⁴⁾		240		190
Alfa Invest Ltd. 144A 9.250%, 6/24/13⁽⁴⁾		350		357
Allstate Corp. 6.125%, 5/15/37⁽³⁾		680		611
Alta Mesa Holdings/Alta Mesa Finance Services Corp. 9.625%, 10/15/18		775		709
American General (Springleaf) Finance Corp. 5.400%, 12/1/15		750		551
American International Group, Inc. 8.175%, 5/15/58⁽³⁾		650		574
AmSouth Bank N.A. 4.850%, 4/1/13		825		798
Associated Banc Corp. 5.125%, 3/28/16		355		370
Banco Bilbao Vizcaya Argentaria Bancomer SA 144A 6.500%, 3/10/21⁽⁴⁾		425		392
Banco Bradesco SA 144A 5.900%, 1/16/21⁽⁴⁾		750		731
Banco de Credito del Peru 144A 4.750%, 3/16/16⁽⁴⁾		600		579
Banco do Brasil SA 144A 5.375%, 1/15/21⁽⁴⁾		600		579
Banco Santander SA Unipersonal 144A 3.781%, 10/7/15⁽⁴⁾		800		713
Banco Votorantim SA 144A 7.375%, 1/21/20⁽⁴⁾		550		564
Bank of America Corp. 5.420%, 3/15/17		700		609
Capital Trust XI 6.625%, 5/23/36⁽⁷⁾		525		400
Barclays Bank plc
144A 6.050%, 12/4/17⁽⁴⁾		435		400
144A 5.926%^(3)(4)(6)(7)		600		444
Blackstone Holdings Finance Co., LLC 144A 6.625%, 8/15/19⁽⁴⁾		385		417
Brandywine Operating Partnership LP 7.500%, 5/15/15		500		542
Capital One Capital IV 8.875%, 5/15/40⁽⁷⁾		1,000		1,017
Chubb Corp. 6.375%, 3/29/67⁽³⁾		680		659
Citigroup, Inc.
4.875%, 5/7/15		845		845
5.500%, 2/15/17		255		254
City National Corp. 5.250%, 9/15/20		475		470
Discover Bank
8.700%, 11/18/19		250		286
7.000%, 4/15/20		700		743
DuPont Fabros Technology LP 8.500%, 12/15/17		700		728
Equity One, Inc. 6.250%, 12/15/14		375		397
Fidelity National Financial Sevices, Inc. 6.600%, 5/15/17		750		791
Fifth Third Capital Trust IV 6.500%, 4/15/37⁽³⁾		800		760
First Niagara Financial Group, Inc. 6.750%, 3/19/20		500		563

See Notes to Financial Statements

VIRTUS MULTI-SECTOR FIXED INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE			VALUE
Financials—continued
First Tennessee Bank N.A. 5.050%, 1/15/15	$	1,325		$	1,366
Ford Motor Credit Co., LLC
8.000%, 6/1/14		400			424
8.700%, 10/1/14		125			135
6.625%, 8/15/17		255			266
8.125%, 1/15/20		650			741
Genworth Financial, Inc.
5.750%, 6/15/14		500			493
6.515%, 5/22/18		700			615
Glen Meadow Pass-Through Trust 144A 6.505%, 2/12/67⁽³⁾⁽⁴⁾		970			684
HBOS plc 144A 6.750%, 5/21/18⁽⁴⁾		115			98
HSBC Bank plc 144A 3.100%, 5/24/16⁽⁴⁾		325			323
Huntington Bancshares, Inc. 7.000%, 12/15/20		500			567
ICICI Bank Ltd.
144A 5.750%, 11/16/20⁽⁴⁾		450			424
144A 6.375%, 4/30/22⁽³⁾⁽⁴⁾		375			311
ING Bank NV 144A 5.000%, 6/9/21⁽⁴⁾		600			606
International Lease Finance Corp.
6.375%, 3/25/13		625			608
5.650%, 6/1/14		600			559
6.250%, 5/15/19		399			348
Jefferies Group, Inc. 8.500%, 7/15/19		500			557
JPMorgan Chase Capital XXVII Series AA 7.000%, 11/1/39		500			503
JSC Severstal (Steel Capital SA) 144A 6.250%, 7/26/16⁽⁴⁾		445			380
Kazkommerts Bank International BV
RegS 8.500%, 4/16/13⁽⁵⁾		500			485
RegS 8.000%, 11/3/15⁽⁵⁾		250			212
Lincoln National Corp. 6.050%, 4/20/67⁽³⁾⁽⁷⁾		300			243
Lloyds Banking Group Capital No. 1 plc 144A 7.875%, 11/1/20⁽⁴⁾		600			435
Lloyds TSB Bank plc 144A 6.500%, 9/14/20⁽⁴⁾		750			638
Macquarie Bank Ltd. 144A 6.625%, 4/7/21⁽⁴⁾		150			141
Macquarie Group Ltd. 144A 7.625%, 8/13/19⁽⁴⁾		500			528
Morgan Stanley 144A 10.090%, 5/3/17⁽⁴⁾		1,000	^BRL		495
National Retail Properties, Inc. 5.500%, 7/15/21		600			611
ORIX Corp. 5.000%, 1/12/16		343			355
Pinnacle Foods Finance LLC/ Pinnacle Foods Finance Corp. 9.250%, 4/1/15		175			175
ProLogis LP 7.625%, 8/15/14		500			545
Prudential Financial, Inc. 8.875%, 6/15/38⁽³⁾⁽⁷⁾		450			485
Realogy Corp. 144A 7.875%, 2/15/19⁽⁴⁾		500			380
Regions Financial Corp.
7.750%, 11/10/14		200			199
5.750%, 6/15/15		210			202
Resona Bank Ltd. 144A 5.850%^(3)(4)(6)(7)		750			739
Royal Bank of Scotland Group plc (The)
6.400%, 10/21/19		370			354
7.648%^(3)(6)(7)		550			360
Royal Bank of Scotland plc (The)
4.875%, 3/16/15		285			279
3.950%, 9/21/15		205			193
5.625%, 8/24/20		750			725
Russian Agricultural Bank OJSC (RSHB Capital SA)
144A 9.000%, 6/11/14⁽⁴⁾		100			107
144A 6.299%, 5/15/17⁽⁴⁾		380			374
SLM Corp.
6.250%, 1/25/16		500			491
8.450%, 6/15/18		1,050			1,093
Societe Generale 144A 5.922%^(3)(4)(6)(8)		650			381
Sovereign Bank 8.750%, 5/30/18		400			466
SunTrust Bank 5.400%, 4/1/20		250			263
SunTust Capital Vlll 6.100%, 12/15/36⁽³⁾		750			742
Vanguard Health Holding Co. II, LLC/Vanguard Holding Co. II, Inc. 7.750%, 2/1/19		466			418
Vnesheconombank Via VEB Finance Ltd. 144A 6.800%, 11/22/25⁽⁴⁾		500			471
Webster Financial Corp. 5.125%, 4/15/14		205			202
Willis North America, Inc. 7.000%, 9/29/19		500			579
XL Group Ltd. 5.750%, 10/1/21		500			499
Yankee Candle Co. Holdings LLC/Yankee Finance, Inc. PIK Interest Capitalization 10.250%, 2/15/16		440			376
Zions Bancorp
5.650%, 5/15/14		225			229
7.750%, 9/23/14		225			237

					44,497


Health Care—0.9%
Healthsouth Corp. 7.250%, 10/1/18		410			392
Mylan, Inc. 144A 7.625%, 7/15/17⁽⁴⁾		113			118
Omnicare, Inc. 7.750%, 6/1/20		240			246
Patheon, Inc. 144A 8.625%, 4/15/17⁽⁴⁾		110			94
Rotech Healthcare, Inc.
10.750%, 10/15/15		75			76
10.500%, 3/15/18		550			447
Select Medical Corp. 7.625%, 2/1/15		225			196
Symbion, Inc. 144A 8.000%, 6/15/16⁽⁴⁾		589			533
U.S. Oncology, Inc. 0.000%, 2/16/49⁽⁹⁾		300			0
Universal Health Services, Inc. 7.000%, 10/1/18		140			137

					2,239


Industrials—5.2%
ADS Tactical, Inc. 144A 11.000%, 4/1/18⁽⁴⁾		600			591
America West Airlines 00-1G 8.057%, 7/2/20		485			485
AWAS Aviation Capital Ltd. 144A 7.000%, 10/15/16⁽⁴⁾		410			404
CHC Helicopter SA 144A 9.250%, 10/15/20⁽⁴⁾		325			278
Continental Airlines, Inc. Pass-Through Trust
98-1A, 6.648%, 9/15/17		327			327
97-4A, 6.900%, 1/2/18		503			513
01-1A1, 6.703%, 6/15/21		241			247
Delta Air Lines, Inc. Pass-Through Trust 02-1, G-1 6.718%, 1/2/23		980			968
Deluxe Corp. 144A 7.000%, 3/15/19⁽⁴⁾		510			495
Dematic SA 144A 8.750%, 5/1/16⁽⁴⁾		525			491
General Cable Corp. 7.125%, 4/1/17		500			502
Iron Mountain, Inc. 7.750%, 10/1/19		650			648
Kratos Defense & Security Solutions, Inc. 10.000%, 6/1/17		625			625
Liberty Tire Recycling 144A 11.000%, 10/1/16⁽⁴⁾		170			173
Marquette Transportation Co./ Marquette Transportation Finance Corp. 10.875%, 1/15/17		125			121
McJunkin Red Man Corp. 9.500%, 12/15/16		360			331
Moog, Inc. 7.250%, 6/15/18		100			103
Oshkosh Corp. 8.250%, 3/1/17		600			585
Owens Corning, Inc. 6.500%, 12/1/16		595			642
Steelcase, Inc. 6.375%, 2/15/21		675			724
Teekay Corp. 8.500%, 1/15/20		300			289
Thermadyne Holdings Corp. 9.000%, 12/15/17		500			493
U.S. Airways Pass-Through Trust
99-1A 8.360%, 1/20/19		312			312
01-1G 7.076%, 3/20/21		536			504
11-1 A 7.125%, 10/22/23		600			570
UAL Pass-Through Trust 09-2A 9.750%, 1/15/17		356			390

See Notes to Financial Statements

VIRTUS MULTI-SECTOR FIXED INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE		VALUE
Industrials—continued
Voto-Votorantim Ltd. 144A 6.750%, 4/5/21⁽⁴⁾	$	750	$	746

				12,557


Information Technology—2.6%
Audatex North America, Inc. 144A 6.750%, 6/15/18⁽⁴⁾		325		324
Broadridge Financial Solutions, Inc. 6.125%, 6/1/17		525		590
CDW LLC/CDW Finance Corp. 144A Escrow 8.500%, 4/1/19⁽⁴⁾		575		509
CommScope, Inc. 144A 8.250%, 1/15/19⁽⁴⁾		520		510
Crown Castle Holdings GS V LLC/Crown Castle GS III Corp. 144A 7.750%, 5/1/17⁽⁴⁾		400		426
eAccess Ltd. 144A 8.250%, 4/1/18⁽⁴⁾		400		368
EarthLink, Inc. 144A 8.875%, 5/15/19⁽⁴⁾		225		199
Equinix, Inc. 7.000%, 7/15/21		240		239
Freescale Semiconductor, Inc. 10.125%, 12/15/16		350		358
iGate Corp. 144A 9.000%, 5/1/16⁽⁴⁾		600		561
Jabil Circuit, Inc. 8.250%, 3/15/18		600		682
Seagate HDD Cayman 144A 7.750%, 12/15/18⁽⁴⁾		600		591
Sorenson Communications, Inc. 144A 10.500%, 2/1/15⁽⁴⁾		500		292
Spansion LLC 144A 7.875%, 11/15/17⁽⁴⁾		350		345
SunGard Data Systems, Inc. 7.375%, 11/15/18		150		140

				6,134


Materials—4.5%
AbitibiBowater, Inc. 144A 10.250%, 10/15/18⁽⁴⁾		434		456
APERAM 144A 7.375%, 4/1/16⁽⁴⁾		250		221
Berry Plastics Corp. 9.500%, 5/15/18		435		372
Braskem Finance Ltd. 144A 5.750%, 4/15/21⁽⁴⁾		500		456
Building Materials Corp. of America 144A 6.750%, 5/1/21⁽⁴⁾		46		44
Carpenter Technology Corp. 5.200%, 7/15/21		600		611
Catalyst Paper Corp. 7.375%, 3/1/14		645		152
Celanese US Holdings LLC 6.625%, 10/15/18		45		47
Cemex Finance LLC 144A 9.500%, 12/14/16⁽⁴⁾		245		180
Commercial Metals Co. 7.350%, 8/15/18		730		743
Edgen Murray Corp. 12.250%, 1/15/15		650		586
Fosun International Ltd. 144A 7.500%, 5/12/16⁽⁴⁾		530		421
Georgia-Pacific LLC 144A 7.125%, 1/15/17⁽⁴⁾		475		499
Gerdau Holdings, Inc. 144A 7.000%, 1/20/20⁽⁴⁾		250		256
Graham Packaging Co., LP/GPC Capital Corp I 8.250%, 10/1/18		140		141
Huntsman International LLC 8.625%, 3/15/21		125		120
Ineos Group Holdings plc 144A 8.500%, 2/15/16⁽⁴⁾		1,550		1,155
JMC Steel Group, Inc. 144A 8.250%, 3/15/18⁽⁴⁾		195		184
Lyondell Chemical Co. 11.000%, 5/1/18		250		271
Nortek, Inc. 144A 8.500%, 4/15/21⁽⁴⁾		500		405
Nova Chemicals Corp. 3.542%, 11/15/13⁽³⁾		1,000		970
Owens-Brockway Glass Container, Inc. 7.375%, 5/15/16		475		496
Plastipak Holdings, Inc. 144A 8.500%, 12/15/15⁽⁴⁾		500		498
Sealed Air Corp. 144A 8.375%, 9/15/21⁽⁴⁾		270		273
Severstal OAO Via Steel Capital SA 144A 6.700%, 10/25/17^(4)(10)		125		107
Steel Dynamics, Inc. 7.375%, 11/1/12		225		231
USG Corp. 144A 9.750%, 8/1/14⁽⁴⁾		100		96
Vedanta Resources plc 144A 9.500%, 7/18/18⁽⁴⁾		375		330
Verso Paper Holdings LLC/ Verso Paper, Inc. Series B, 11.375%, 8/1/16		750		547

				10,868


Telecommunication Services—2.8%
Axtel SAB de C.V. 144A 9.000%, 9/22/19⁽⁴⁾		200		170
Cincinnati Bell, Inc. 8.250%, 10/15/17		180		176
Clearwire Communications LLC/Clearwire Finance, Inc.
144A 12.000%, 12/1/15⁽⁴⁾		100		85
144A 12.000%, 12/1/15⁽⁴⁾		100		85
Cricket Communications, Inc. 144A 7.750%, 10/15/20⁽⁴⁾		262		227
Crown Castle Towers LLC 144A 4.883%, 8/15/20⁽⁴⁾		500		521
France Telecom S.A. 4.125%, 9/14/21		800		796
Frontier Communications Corp.
7.875%, 4/15/15		325		327
8.125%, 10/1/18		275		271
ITC DeltaCom, Inc. 10.500%, 4/1/16		400		410
Nextel Communications, Inc.
Series E 6.875%, 10/31/13		175		171
Series D 7.375%, 8/1/15		650		619
OJSC Vimpel Communications (VIP Finance Ireland Ltd.) 144A 6.493%, 2/2/16⁽⁴⁾		200		185
Qwest Corp.
8.375%, 5/1/16		200		219
6.500%, 6/1/17		215		222
Telemar Norte Leste SA 144A 5.500%, 10/23/20⁽⁴⁾		305		290
Virgin Media Finance plc Series 1, 9.500%, 8/15/16		410		445
West Corp.
8.625%, 10/1/18		150		147
7.875%, 1/15/19		480		454
Wind Acquisition Finance S.A. 144A 11.750%, 7/15/17⁽⁴⁾		350		299
Windstream Corp.
7.000%, 3/15/19		250		241
7.750%, 10/15/20		450		441

				6,801


Utilities—1.0%
AmeriGas Partners LP/ AmeriGas Finance Corp. 6.250%, 8/20/19		535		515
Calpine Corp. 144A 7.875%, 1/15/23⁽⁴⁾		250		243
Centrais Eletricas Brasileiras SA 144A 6.875%, 7/30/19⁽⁴⁾		100		112
Israel Electric Corp., Ltd. 144A 7.250%, 1/15/19⁽⁴⁾		200		213
Mega Advance Investments Ltd. 144A 5.000%, 5/12/21⁽⁴⁾		500		479
Midwest Generation LLC Series B 8.560%, 1/2/16		82		81
NRG Energy, Inc.
144A 7.625%, 1/15/18⁽⁴⁾		105		98
144A 7.625%, 5/15/19⁽⁴⁾		500		457
Suburban Propane Partners LP/Suburban Energy Finance Corp. 7.375%, 3/15/20		180		181
Texas Competitive Electric Holdings Co. LLC Series A 10.250%, 11/1/15		200		76

				2,455


TOTAL CORPORATE BONDS AND NOTES (Identified Cost $129,921)				126,638


CONVERTIBLE BONDS—0.2%
Transocean, Inc. Series C, 1.500%, 12/15/37		500		487

TOTAL CONVERTIBLE BONDS (Identified Cost $472)				487

See Notes to Financial Statements

VIRTUS MULTI-SECTOR FIXED INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE		VALUE
LOAN AGREEMENTS⁽³⁾—15.9%

Consumer Discretionary—4.9%
Advantage Sales & Marketing, Inc. 9.250%, 6/18/18	$	385	$	372
Affinity Gaming LLC (Herbest Gaming LLC) 10.000%, 12/31/15		249		251
AMF Bowling Worldwide, Inc. Tranche B, 2.739%, 6/7/13		465		378
Autoparts Holdings, Inc. (Fram Group Holdings, Inc.) 10.500%, 1/29/18		500		493
Bourland & Leverich Supply Co. LLC 11.000%, 8/19/15		352		348
Brickman Group Holdings, Inc. Tranche B, 7.250%, 10/14/16		527		521
Caesars Entertainment Operating Co., Inc. (Harrah’s Operating Company, Inc.)
Tranche B-2, 3.244%, 1/28/15		346		290
Tranche B-4, 9.500%, 10/31/16		211		206
Caesars Linq LLC/Caesars Octavius LLC Tranche B, 9.250%, 4/25/17		300		286
Cengage Learning Acquisitions, Inc. 2.490%, 7/3/14		780		613
Chrysler Group LLC/Chrysler Group Co-Issuer, Inc. Tranche B, 6.000%, 5/24/17		249		218
CityCenter Holdings LLC 7.500%, 1/21/15		63		62
Clear Channel Communications, Inc. Tranche B, 3.889%, 1/29/16		241		169
Cumulus Media Holdings, Inc. 7.500%, 9/16/19		500		474
Filimyard Holdings LLC (Miramax) 7.750%, 6/22/16		155		155
Focus Brands, Inc. 5.583%, 11/5/16		114		112
Gateway Casinos & Entertainment Ltd. Tranche B, 6.000%, 5/12/16		495		446
Getty Images, Inc. 5.250%, 11/7/16		324		322
Guitar Center, Inc. — Extended Term Loan 5.620%, 4/9/17		250		221
HHI Holdings LLC 7.000%, 3/21/17		249		238
Hubbard Radio LLC 8.750%, 4/29/18		200		196
Intelsat Jackson Holding SA (Intelsat Jackson Holding Ltd.) 3.246%, 2/1/14		575		538
Kalispel Tribal Economic Authority 7.500%, 2/25/17		495		465
Landry’s Restaurants, Inc. 6.625%, 12/1/14		173		169
Las Vegas Sands LLC Tranche B, 2.740%, 11/23/16		295		276
Tranche DD-I, 2.740%, 11/23/16		60		56
Michaels Stores, Inc. Tranche B-2, 4.813%, 7/31/16		509		488
Nielsen Finance LLC Tranche B, 3.976%, 5/1/16		203		197
Ozburn-Hessey Holding Co., LLC 7.625%, 4/8/16		394		351
Radio One, Inc. 7.500%, 3/31/16		224		216
Revel AC, Inc. Tranche B, 9.000%, 2/17/17		258		215
Sinclair Television Group, Inc. Tranche B 4.000%, 10/28/16		135		133
Sports Authority, Inc. (The) Tranche B, 7.500%, 11/16/17		323		305
SRAM LLC 8.500%, 12/7/18		229		227
Stackpole Powertrain International ULC 7.500%, 7/8/17		500		479
Transtar Industries, Inc. Tranche 2, 10.250%, 12/21/17		275		268
Visant Corp. (Jostens) Tranche B, 5.250%, 12/22/16		744		683
Vision Solutions, Inc. 6.000%, 7/23/16		453		435

				11,872


Consumer Staples—0.5%
Del Monte Foods Co. 4.500%, 3/8/18		114		106
Revlon Consumer Products Corp. Tranche B, 4.750%, 11/19/17		443		430
Spectrum Brands Holdings, Inc. 5.417%, 6/17/16		542		537
U.S. Foodservice, Inc. 5.750%, 5/11/17		249		233

				1,306


Energy—0.1%
Hercules Offshore LLC 7.500%, 7/11/13		281		270


Financials—0.7%
Asurion LLC (Asurion Corp.) 9.000%, 5/24/19		400		383
iStar Financial, Inc. Tranche A-2 7.000%, 6/30/14		465		440
Ocwen Financial Corp. 7.000%, 9/1/16		244		237
Springleaf Financial Funding Co. (American General Finance Corp.) 5.500%, 5/10/17		420		366
Walter Investments, Inc. 7.750%, 6/30/16		333		325

				1,751


Health Care—1.8%
Alkermes, Inc. 6.750%, 9/16/17		500		490
Ardent Health Services LLC 6.500%, 9/15/15		493		480
Aveta, Inc.
Tranche NAMM 8.500%, 4/14/15		228		223
Tranche MMM 8.500%, 4/14/15		228		223
Axcan Intermediate Holdings, Inc. 5.500%, 2/10/17		412		367
InVentiv Health, Inc. (Ventive Health, Inc.) 6.500%, 8/4/16		296		283
Medical Card Systems, Inc. 12.000%, 9/17/15		356		347
National Specialty Hospitals, Inc.
Tranche DD 0.750%, 2/3/17		74		72
8.250%, 2/3/17		424		409
Res-Care, Inc. Tranche B, 7.250%, 12/22/16		496		481
Sheridan Healthcare, Inc. Tranche B, 4.119%, 6/15/14		99		94
Smile Brands, Inc. Tranche B, 7.250%, 12/21/17		372		360
Surgery Center Holdings, Inc. 6.500%, 2/4/17		402		380

				4,209


Industrials—2.0%
Alliance Laundry Holdings LLC 6.250%, 9/30/16		579		574
API Technologies Corp. 7.750%, 6/1/16		499		474
Brock Holdings Ill, Inc. 10.000%, 3/16/18		285		261
CHG Healthcare Services, Inc. 5.500%, 10/7/16		445		436
Goodman Global, Inc. 9.000%, 10/30/17		200		202
Harland Clarke Holdings Corp. (Clarke American Corp.) Tranche B, 2.761%, 6/30/14		976		823
Hawker Beechcraft Acquisition Co., LLC Letter of Credit, 0.000%, 3/26/14		34		23
2.369%, 3/26/14		542		376
Holdings Gaming Borrower LP Tranche B-1, 12.000%, 6/30/15		159		164
Husky Injection Molding System 7.750%, 6/30/18		599		584
Intelligrated, Inc. 7.500%, 2/17/17		481		470
Protection One, Inc. 6.000%, 6/4/16		201		198
Vertrue LLC 5.370%, 8/16/14		169		100
Zuffa LLC 0.000%, 6/19/15		208		204

				4,889

See Notes to Financial Statements

VIRTUS MULTI-SECTOR FIXED INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE		VALUE
Information Technology—3.3%
Applied Systems, Inc. 9.250%, 6/8/17	$	333	$	324
Avaya, Inc.
Tranche B-1 3.064%, 10/24/14		244		220
Tranche B-3 4.814%, 10/26/17		489		417
AVG Technologies N.V. 7.500%, 3/15/16		425		406
DynCorp International LLC 6.500%, 7/7/16		353		347
Fibertech Networks LLC (Firefox Merger Sub LLC) 6.750%, 11/30/16		165		162
First Data Corp.
Tranche B-1, 2.985%, 9/24/14		352		306
Tranche B-3, 2.985%, 9/24/14		562		489
Freescale Semiconductor, Inc. 4.472%, 12/1/16		389		358
ILC Industries LLC (Data Device Corp.) 7.250%, 12/23/16		341		328
Infor Enterprise Solutions Holdings, Inc. (Magellan Holdings, Inc.)
2.492%, 3/2/14		301		236
Tranche DD, 6.489%, 3/2/14		174		137
Instant Web, Inc. 3.614%, 8/7/14		404		368
Tranche DD 3.614%, 8/7/14		42		38
Ipreo Holdings LLC 8.000%, 8/5/17		500		472
Lawson Software, Inc. (SoftBrands, Inc.) 6.750%, 7/5/17		400		380
Novell, Inc. (Attachmate Corp.) 6.500%, 4/27/17		550		532
Smart Modular Technologies (Global), Inc. 8.250%, 8/27/17		250		227
SonicWALL, Inc. 8.250%, 1/23/16		307		306
Sorenson Communications, Inc. Tranche C 6.000%, 8/16/13		226		209
Spansion LLC 4.750%, 2/9/15		299		292
Springboard Finance LLC 7.000%, 2/23/15		195		195
SRA International, Inc. 6.500%, 7/20/18		600		556
Transaction Network Services, Inc. 6.000%, 11/18/15		210		211
Wall Street Systems, Inc. 9.000%, 7/5/18		335		324

				7,840


Materials—1.1%
Anchor Glass Container Corp. 10.000%, 9/2/16		760		756
CPG International, Inc. Tranche B, 6.000%, 2/18/17		264		252
General Chemical Corp. Tranche B, 5.000%, 10/6/15		327		315
Hoffmaster Group, Inc. 7.000%, 6/2/16		434		424
New Sunward Holding BV Tranche B, 4.847%, 2/14/14		257		214
NewPage Corp. 0.000%, 3/7/13		350		349
Norit Holding B.V. 7.500%, 7/8/17		340		335

				2,645


Telecommunication Services—1.4%
Level 3 Communications, Inc.
Tranche A, 2.494%, 3/13/14		420		393
Tranche B 11.500%, 3/13/14		130		136
Presidio, Inc. 7.250%, 3/31/17		238		233
Securus Technologies Holdings, Inc. (Securus Technologies, Inc.) 5.250%, 5/31/17		439		428
Sidera Networks, Inc. (RCN Corp.) 5.500%, 8/26/16		533		516
U.S. TelePacific Corp. 5.750%, 2/23/17		917		879
Univision Communications, Inc. 4.489%, 3/31/17		948		800

				3,385


Utilities—0.1%
Texas Competitive Electric Holdings Co., LLC Tranche 2014, 3.749%, 10/10/14		377		268

TOTAL LOAN AGREEMENTS (Identified Cost $39,972)				38,435


	SHARES
PREFERRED STOCK—1.7%
Financials—1.5%
Ally Financial, Inc. Series A, 8.50%		20,000		349
Ally Financial, Inc. Series G, 144A 7.00%⁽⁴⁾		321		215
Banco Bilbao Vizcaya Argentaria S.A. International Preferred S.A. Unipersonal 5.92%⁽³⁾		675		458
Banco do Brasil S.A. 144A 8.50%⁽³⁾⁽⁴⁾		600		668
Bank of America Corp. Series K, 8.00%⁽³⁾		375		319
Citigroup Capital XIII 7.875%,⁽³⁾		10,650		281
FNMA Series S, 8.250%⁽³⁾		38,000		72
JPMorgan Chase & Co. 7.90%⁽³⁾		247		255
PNC Financial Services Group, Inc. Series K, 8.25%⁽³⁾		350		353
UOB Cayman Ltd. 144A 5.80%⁽³⁾⁽⁴⁾		500		492

				3,462


Industrials—0.2%
Seaspan Corp. Series C, 9.50%⁽³⁾		20,000		534

TOTAL PREFERRED STOCK (Identified Cost $4,622)				3,996


COMMON STOCKS—0.0%

Consumer Discretionary—0.0%
Mark IV Industries⁽²⁾		117		5
TOTAL COMMON STOCKS (Identified Cost $1)				5

TOTAL LONG-TERM INVESTMENTS—97.2% (Identified Cost $238,331)				234,524


SHORT-TERM INVESTMENTS—0.9%

Money Market Mutual Funds—0.9%
BlackRock Liquidity Funds TempFund Portfolio — Institutional Shares (seven-day effective yield 0.090%)		2,187,166		2,187

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $2,187)				2,187

TOTAL INVESTMENTS—98.1% (Identified Cost $240,518)				236,711	⁽¹⁾
Other assets and liabilities, net—1.9%				4,512


NET ASSETS—100.0%			$	241,223


Abbreviations:
ADS		American Depositary Share
FNMA		Federal National Mortgage Association (“Fannie Mae”)
PIK		Payment-in-Kind Security


Country Weightings (Unaudited)^†

United States (includes short-term investments)	73	%
United Kingdom	3
Argentina	2
Brazil	2
Canada	2
Russia	2
Venezuela	2
Other	14

Total	100	%


^†		% of total investments as of September 30, 2011

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

See Notes to Financial Statements

VIRTUS MULTI-SECTOR FIXED INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Non-income producing.

⁽³⁾		Variable or step coupon security; interest rate shown reflects the rate in effect at September 30, 2011.

⁽⁴⁾		Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2011, these securities amounted to a value of $55,472 or 23.0% of net assets.

⁽⁵⁾		Regulation S Security. Security is offered and sold outside of the United States.

⁽⁶⁾		No contractual maturity date.

⁽⁷⁾		Interest payments may be deferred.

⁽⁸⁾		Issuer may elect not to pay interest causing the payment to be forfeited and no longer due. The issuer has not invoked this election since the fund purchased this security.

⁽⁹⁾		Security valued at fair value as determined in good faith by or under the direction of the Trustees. This security is disclosed as a Level 3 security in the disclosure table located after the Schedule of Investments.

⁽¹⁰⁾		This note was issued for the sole purpose of funding a loan agreement between the issuer and the borrower. As the credit risk for this security lies solely with the borrower, the name represented here is that of the borrower.

⁽¹¹⁾		Security in default.


Foreign Currencies:

AUD		Australian Dollar

BRL		Brazilian Real

CAD		Canadian Dollar

COP		Colombian Peso

IDR		Indonesian Rupiah

KRW		South Korean Won

NOK		Norwegian Krone

NZD		New Zealand Dollar

PLZ		Polish Zloty

SEK		Swedish Krona

TRY		Turkish Lira

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2011 (see Security Valuation Note 2A in the Notes to Financial Statements).


					Level 2		Level 3
	Total Value		Level 1		Significant		Significant
	at		Quoted		Observable		Unobservable
	September 30, 2011		Prices		Inputs		Inputs
Investments in Securities:
Debt Securities:
Asset-Backed Securities	$	5,015	$	—	$	5,015	$	—
Convertible Bonds		487		—		487		—
Corporate Bonds and Notes		126,638		—		126,638		0
Foreign Government Securities		26,607		—		26,607		—
Loan Agreements		38,435		—		38,435		—
Mortgage-Backed Securities		28,828		—		28,828		—
Municipal Bonds		1,825		—		1,825		—
U.S. Government Securities		2,688		—		2,688		—
Equity Securities:
Common Stocks		5		—		—		5
Preferred Stock		3,996		—		3,996		—
Short-Term Investments		2,187		2,187		—		—

Total Investments	$	236,711	$	2,187	$	234,519	$	5

There were no significant transfers between Level 1 and Level 2 during the period.

The following is a reconciliation of assets of the Fund, for Level 3 investments for which significant unobservable inputs were used to determine fair value:


				Loan			Common
	Total			Agreements			Stocks
Balance as of September 30, 2010:	$	294		$	290		$	4
Accrued discounts (premiums)^(a)		3			3			—
Realized gain (loss)^(b)		15			15			—
Change in unrealized appreciation (depreciation)^(b)		8			7			1
Net purchases (sales)^(c)		(315	)		(315	)		—
Transfers in and/or out of level 3^(d)		—			—			—


Balance as of September 30, 2011:	$	5		$	—		$	5


^(a)		Disclosed in the Statement of Operations under interest income.

^(b)		Disclosed in the Statement of Operations under Net realized and unrealized gain (loss) on investments.

^(c)		Includes paydowns, if any.

^(d)		“Transfers in and/or out” represent the ending value as of September 30, 2011, for any investment security where a change in the pricing level occurred from the beginning to the end of the period.

See Notes to Financial Statements

VIRTUS SENIOR FLOATING RATE FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE			VALUE
FOREIGN GOVERNMENT SECURITIES—0.5%
Bolivarian Republic of Venezuela RegS 5.750%, 2/26/16⁽⁴⁾	$	1,000		$	717
Republic of Argentina PIK Interest Capitalization 8.280%, 12/31/33		1,712			1,182

TOTAL FOREIGN GOVERNMENT SECURITIES (Identified Cost $2,208)					1,899


ASSET-BACKED SECURITIES—0.3%
Harley-Davidson Motorcycle Trust 07-2, C 5.410%, 8/15/15		170			173
New Century Home Equity Loan Trust 05-A, A4W 5.035%, 8/25/35⁽²⁾		1,044			930


TOTAL ASSET-BACKED SECURITIES (Identified Cost $1,148)					1,103


CORPORATE BONDS AND NOTES—10.5%

Consumer Discretionary—1.7%
American Axle & Manufacturing Holdings, Inc. 144A 9.250%, 1/15/17⁽³⁾		315			329
Boyd Gaming Corp. 144A 9.125%, 12/1/18⁽³⁾		150			124
Caesar’s Entertainment Operating Co., Inc.
11.250%, 6/1/17		140			142
12.750%, 4/15/18		80			55
Cengage Learning Acquisitions, Inc. 144A 10.500%, 1/15/15⁽³⁾		450			290
Cequel Communications Holdings I LLC/Cequel Capital Corp. 144A 8.625%, 11/15/17⁽³⁾		750			746
CityCenter Holdings LLC/ CityCenter Finance Corp. 144A 7.625%, 1/15/16⁽³⁾		462			437
DISH DBS Corp. 7.125%, 2/1/16		1,000			1,017
Gateway Casinos & Entertainment Ltd. 144A 8.875%, 11/15/17⁽³⁾		140	^CAD		135
HOA Restaurant Group LLC/ HOA Finance Corp. 144A 11.250%, 4/1/17⁽³⁾		750			694
inVentiv Health, Inc. 144A 10.000%, 8/15/18⁽³⁾		270			239
Isle of Capri Casinos, Inc. 7.000%, 3/1/14		600			548
Landry’s Holdings, Inc. 144A 11.500%, 6/1/14⁽³⁾		200			186
Landry’s Restaurants, Inc. 11.625%, 12/1/15		166			168
Marina District Finance Co., Inc. 9.500%, 10/15/15		500			454
MGM Resorts International, Inc. 10.375%, 5/15/14		47			51
Ono Finance II plc 144A 10.875%, 7/15/19⁽³⁾		315			222
Pittsburgh Glass Works LLC 144A 8.500%, 4/15/16⁽³⁾		225			208
Production Resource Group, Inc. 144A 8.875%, 5/1/19⁽³⁾		500			454

					6,499


Consumer Staples—0.3%
American Achievement Corp. 144A 10.875%, 4/15/16⁽³⁾		300			229
Yankee Candle Co., Inc. Series B, 8.500%, 2/15/15		750			724

					953


Energy—2.4%
Afren plc 144A 11.500%, 2/1/16⁽³⁾		760			722
Calumet Specialty Products Partners LP/Calumet Finance Corp. 144A 9.375%, 5/1/19⁽³⁾		333			311
Carrizo Oil & Gas, Inc. 8.625%, 10/15/18		450			443
Coffeyville Resources Inc. LLC/ Coffeyville Finance, Inc., 144A 10.875%, 4/1/17⁽³⁾		700			784
Compagnie Generale de Geophysique-Veritas 7.750%, 5/15/17		511			506
Energy Partners Ltd. 8.250%, 2/15/18		1,250			1,150
Expro Finance Luxembourg SCA 144A 8.500%, 12/15/16⁽³⁾		1,200			1,050
Hercules Offshore, Inc. 144A 10.500%, 10/15/17⁽³⁾		685			651
Hilcorp Energy I LP/Hilcorp Finance Co. 144A 7.750%, 11/1/15⁽³⁾		400			405
Linn Energy LLC/Linn Energy Finance Corp. 144A 6.500%, 5/15/19⁽³⁾		186			172
MIE Holdings Corp. 144A 9.750%, 5/12/16⁽³⁾		430			336
Petroleos de Venezuela SA 5.250%, 4/12/17		475			272
Petroplus Finance Ltd. 144A 6.750%, 5/1/14⁽³⁾		1,350			1,181
Venoco, Inc. 8.875%, 2/15/19		875			757
Western Refining, Inc. 144A 10.750%, 6/15/14⁽²⁾⁽³⁾		325			342

					9,082


Financials—1.6%
Ally Financial, Inc. 4.500%, 2/11/14		625			573
Alta Mesa Holdings/Alta Mesa Finance Services Corp. 9.625%, 10/15/18		1,300			1,189
Ford Motor Credit Co., LLC
8.700%, 10/1/14		140			152
6.625%, 8/15/17		205			214
International Lease Finance Corp.
5.650%, 6/1/14		850			793
5.750%, 5/15/16		455			405
JSC Severstal (Steel Capital SA) 144A 6.250%, 7/26/16⁽³⁾		890			761
SLM Corp.
6.250%, 1/25/16		750			737
8.450%, 6/15/18		475			495
Springleaf Finance Corp. 5.850%, 6/1/13		500			430
Yankee Candle Co. Holdings LLC/Yankee Finance, Inc. PIK Interest Capitalization 10.250%, 2/15/16		605			517

					6,266


Health Care—0.3%
Rotech Healthcare, Inc.
10.750%, 10/15/15		100			101
10.500%, 3/15/18		600			488
Select Medical Corp. 7.625%, 2/1/15		238			207
Symbion, Inc. 144A 8.000%, 6/15/16⁽³⁾		495			448

					1,244


Industrials—1.2%
ADS Tactical, Inc. 144A 11.000%, 4/1/18⁽³⁾		875			862
AWAS Aviation Capital Ltd. 144A 7.000%, 10/15/16⁽³⁾		1,295			1,275
Dematic SA 144A 8.750%, 5/1/16⁽³⁾		700			655
Kratos Defense & Security Solutions, Inc. 10.000%, 6/1/17		575			575
Liberty Tire Recycling 144A 11.000%, 10/1/16⁽³⁾		165			168
Oshkosh Corp. 8.250%, 3/1/17		1,150			1,121

					4,656


Information Technology—0.8%
CDW LLC/CDW Finance Corp. PIK Interest Capitalization
11.500%, 10/12/15		17			18
144A Escrow 8.500%, 4/1/19⁽³⁾		725			642
Freescale Semiconductor, Inc. 10.125%, 12/15/16		450			460
iGate Corp. 144A 9.000%, 5/1/16⁽³⁾		1,025			958
Sorenson Communications, Inc. 144A 10.500%, 2/1/15⁽³⁾		750			439
Spansion LLC 144A 7.875%, 11/15/17⁽³⁾		275			271
SunGard Data Systems, Inc. 7.375%, 11/15/18		70			65

					2,853

See Notes to Financial Statements

VIRTUS SENIOR FLOATING RATE FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE		VALUE
Materials—1.8%
AbitibiBowater, Inc. 144A 10.250%, 10/15/18⁽³⁾	$	276	$	290
Appleton Papers, Inc. 144A 10.500%, 6/15/15⁽³⁾		625		616
Ardagh Packaging Finance plc 144A 7.375%, 10/15/17⁽³⁾		250		240
Berry Plastics Corp. 9.500%, 5/15/18		1,265		1,081
Catalyst Paper Corp. 7.375%, 3/1/14		300		70
Cemex SAB de CV 144A 5.246%, 9/30/15⁽²⁾⁽³⁾		750		457
Fosun International Ltd. 144A 7.500%, 5/12/16⁽³⁾		600		477
Ineos Group Holdings plc 144A 8.500%, 2/15/16⁽³⁾		750		559
Lyondell Chemical Co. 11.000%, 5/1/18		499		542
Sealed Air Corp. 144A 8.125%, 9/15/19⁽³⁾		790		800
Solo Cup Co./Solo Cup Operating Corp. 10.500%, 11/1/13		411		409
Verso Paper Holdings LLC/ Verso Paper, Inc.
11.500%, 7/1/14		328		343
Series B, 4.004%, 8/1/14⁽²⁾		500		380
Series B, 11.375%, 8/1/16		560		409

				6,673


Telecommunication Services—0.4%
Clearwire Communications LLC/ Clearwire Finance, Inc.
144A 12.000%, 12/1/15⁽³⁾		100		85
144A 12.000%, 12/1/15⁽³⁾		375		318
ITC DeltaCom, Inc. 10.500%, 4/1/16		700		717
Level 3 Financing, Inc. 4.202%, 2/15/15⁽²⁾		200		169
Nextel Communications, Inc. Series D 7.375%, 8/1/15		300		286

				1,575


TOTAL CORPORATE BONDS AND NOTES (Identified Cost $43,467)				39,801


LOAN AGREEMENTS⁽²⁾—86.8%

Consumer Discretionary—25.5%
24 Hour Fitness Worldwide, Inc. Tranche B, 6.750%, 4/22/16		988		952
Academy Sports and Outdoors 6.000%, 8/3/18		1,000		959
Acosta, Inc. Tranche B, 4.750%, 3/1/18		1,995		1,910
Advantage Sales & Marketing, Inc.
5.250%, 12/17/17		256		248
9.250%, 6/18/18		615		594
Affinity Gaming LLC (Herbest Gaming LLC) 10.000%, 12/31/15		498		501
AMF Bowling Worldwide, Inc. Tranche B, 2.739%, 6/7/13		550		447
Atlantic Broadband Finance LLC Tranche B, 4.000%, 3/8/16		914		871
Autoparts Holdings, Inc. (Fram Group Holdings, Inc.) 10.500%, 1/29/18		500		492
Avis Budget Group, Inc. 0.000%, 9/22/18		469		467
Bourland & Leverich Supply Co. LLC 11.000%, 8/19/15		314		310
Boyd Gaming Corp. 3.739%, 12/17/15		2,406		2,244
Bresnan Broadband Holdings LLC Tranche B, 4.500%, 12/14/17		993		961
Brickman Group Holdings, Inc. Tranche B, 7.250%, 10/14/16		1,645		1,626
Burger King Holdings, Inc. Tranche B 4.500%, 10/19/16		1,340		1,297
Caesars Entertainment Operating Co., Inc. (Harrah’s Operating Company, Inc.) Tranche B-4, 9.500%, 10/31/16		1,572		1,533
Caesars Linq LLC/Caesars Octavius LLC Tranche B, 9.250%, 4/25/17		900		858
Carmike Cinemas, Inc. 5.500%, 1/27/16		795		780
Cedar Fair LP Tranche 1, 4.000%, 12/15/17		882		872
Cengage Learning Acquisitions, Inc. 2.490%, 7/3/14		888		698
Charter Communications Operating LLC Tranche B-1, 2.240%, 3/6/14		4		4
Chrysler Group LLC/ Chrysler Group Co-Issuer, Inc. Tranche B, 6.000%, 5/24/17		3,990		3,488
CityCenter Holdings LLC 7.500%, 1/21/15		180		177
Clear Channel Communications, Inc. Tranche B, 3.889%, 1/29/16		1,683		1,182
Cumulus Media Holdings, Inc.
5.750%, 9/16/18		2,000		1,889
7.500%, 9/16/19		1,000		948
Dave & Buster’s, Inc. 5.500%, 6/1/16		2,928		2,862
Delphi Automotive LLP 3.500%, 3/31/17		428		424
DineEquity, Inc. Tranche B-1 4.250%, 10/19/17		814		791
Emmis Operating Co. Tranche B, 4.329%, 11/1/13		705		655
Filimyard Holdings LLC (Miramax) 0.000%, 6/22/16		654		655
Focus Brands, Inc. 0.000%, 11/5/16		1,079		1,068
Fram Group Holdings, Inc./ Prestone Holdings, Inc. 6.500%, 7/29/17		1,500		1,498
Gateway Casinos & Entertainment Ltd. Tranche B, 6.000%, 5/12/16		985		888
General Nutrition Center 4.250%, 3/2/18		750		732
Getty Images, Inc. 5.250%, 11/7/16		1,206		1,200
Guitar Center, Inc. — Extended Term Loan 5.620%, 4/9/17		525		465
Gymboree Corp. 5.000%, 2/23/18		1,165		1,043
Hertz Corp.
Letter of Credit 1.875%, 3/11/18		250		236
Tranche B, 3.750%, 3/11/18		1,244		1,185
HHI Holdings LLC 0.000%, 3/21/17		1,493		1,425
Hubbard Radio LLC
5.250%, 4/29/17		623		602
8.750%, 4/29/18		600		589
Intelsat Jackson Holding SA (Intelsat Jackson Holding Ltd.)
3.246%, 2/1/14		1,000		936
Tranche B, 5.250%, 4/2/18		1,995		1,910
Isle of Capri Casinos 4.750%, 11/1/13		1,493		1,465
J.Crew Group, Inc. 4.750%, 3/7/18		998		890
Jo-Ann Stores, Inc. 4.750%, 3/16/18		998		929
Kalispel Tribal Economic Authority 7.500%, 2/25/17		989		930
KAR Auction Services, Inc. 5.000%, 5/19/17		998		966
Lamar Media Corp. Tranche B, 4.000%, 12/30/16		947		939
Landry’s Restaurants, Inc. 6.250%, 12/1/14		817		799
Las Vegas Sands LLC
Tranche B, 1.740%, 5/23/14		370		354
Tranche DD-I, 1.740%, 5/23/14		76		73
Tranche B, 2.740%, 11/23/16		1,236		1,154
Tranche DD-I, 2.740%, 11/23/16		249		233
Leslie’s Poolmart, Inc. Tranche B 4.500%, 11/21/16		1,017		966
Live Nation Entertainment, Inc. Tranche B, 4.500%, 11/7/16		493		479
MCC LLC (Mediacom Broadband Group) Tranche F, 4.500%, 10/23/17		988		955
Mediacom Illinois LLC (Mediacom Communications LLC) Tranche D, 5.500%, 3/31/17		1,333		1,307
Metaldyne LLC 5.250%, 5/18/17		1,043		1,014
MGM Mirage Tranche E, 7.000%, 2/21/14		3,989		3,775
Michaels Stores, Inc. Tranche B-2, 4.813%, 7/31/16		1,317		1,262

See Notes to Financial Statements

VIRTUS SENIOR FLOATING RATE FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE		VALUE
Consumer Discretionary—continued
Midcontinent Communications Tranche B, 4.000%, 12/31/16	$	1,158	$	1,126
Neiman Marcus Group, Inc. 4.750%, 5/16/18		3,000		2,782
Nielsen Finance LLC
Tranche A, 2.226%, 8/9/13		593		577
Tranche B, 3.976%, 5/1/16		1,588		1,537
OSI Restaurant Partners, LLC
Tranche RC, 1.425%, 6/14/13		138		129
2.563%, 6/14/14		1,416		1,323
Ozburn-Hessey Holding Co., LLC 7.625%, 4/8/16		887		791
Pelican Products, Inc. 5.000%, 3/7/17		993		964
PetCo Animal Supplies, Inc. 0.000%, 11/24/17		1,485		1,410
Pilot Travel Centers LLC Tranche B, 4.250%, 3/25/18		697		689
Playboy Enterprises 8.250%, 3/6/17		498		475
Radio One, Inc. 7.500%, 3/31/16		609		587
Remy International, Inc. Tranche B, 6.250%, 12/16/16		496		480
Revel AC, Inc. Tranche B, 9.000%, 2/17/17		1,014		844
San Juan Cable Tranche B 6.000%, 6/9/17		998		966
Savers, Inc. 4.250%, 3/4/17		993		979
Sinclair Television Group, Inc. Tranche B 4.000%, 10/28/16		388		383
Six Flags Theme Parks, Inc. Tranche B, 5.250%, 6/30/16		1,693		1,679
Sports Authority, Inc. (The) Tranche B, 7.500%, 11/16/17		1,092		1,033
SRAM LLC
0.000%, 6/7/18		424		409
8.500%, 12/7/18		571		567
Stackpole Powertrain International ULC 7.500%, 7/8/17		1,000		957
Tenneco, Inc. Tranche B, 4.739%, 6/3/16		494		491
Toys “R” Us, Inc. 6.000%, 9/1/16		1,857		1,787
Transtar Industries, Inc.
4.500%, 12/21/16		1,985		1,913
Tranche 2, 10.250%, 12/21/17		450		439
UCI International, Inc. 5.500%, 7/26/17		1,265		1,259
US Securities Holdings, Inc.
1.500%, 7/28/17		163		159
6.000%, 7/28/17		837		814
Visant Corp. (Jostens) Tranche B, 5.250%, 12/22/16		2,844		2,610
Vision Solutions, Inc. 6.000%, 7/23/16		800		768
VML U.S. Finance LLC
Tranche DD-B, 4.740%, 5/25/12		238		237
Tranche B, 4.740%, 5/27/13		655		653
VWR Funding, Inc. 2.739%, 6/30/14		1,234		1,159

				96,938


Consumer Staples—4.8%
American Rock Salt Co. LLC 5.500%, 4/25/17		1,226		1,176
Amscan Holdings, Inc. 6.750%, 12/2/17		990		974
Dean Foods Co. Tranche B, 3.370%, 4/2/16		1,583		1,506
Del Monte Foods Co. 4.500%, 3/8/18		1,621		1,510
Diversey, Inc. (JohnsonDiversey, Inc.) Tranche B, 4.000%, 11/24/15		213		213
Dole Food Co.
5.143%, 7/8/18		698		690
5.143%, 7/8/18		1,297		1,281
JBS USA Holdings, Inc. 0.000%, 5/25/18		998		965
Revlon Consumer Products Corp. Tranche B, 0.000%, 11/19/17		1,897		1,842
Reynolds Group Holdings, Inc. Tranche B, 6.500%, 2/9/18		3,781		3,678
Rite Aid Corp. Tranche 5 4.500%, 3/3/18		972		900
Spectrum Brands Holdings, Inc. 5.417%, 6/17/16		1,311		1,299
U.S. Foodservice, Inc.
2.735%, 7/3/14		1,488		1,365
5.750%, 5/11/17		498		465
Yankee Candle Co., Inc. 2.240%, 2/6/14		378		365

				18,229


Energy—1.7%
AL Gulf Coast Terminals LLC 6.750%, 7/22/16		968		973
Buffalo Gulf Coast Terminals 0.000%, 9/2/17		667		670
CITGO Petroleum Corp. Tranche C, 9.000%, 6/24/17		232		238
Frac Tech International Tranche B 6.250%, 5/6/16		1,300		1,277
Helix Energy Solutions Group, Inc. 3.734%, 7/1/16		547		527
Hercules Offshore LLC 7.500%, 7/11/13		774		745
Walter Energy, Inc. Tranche B 4.000%, 4/2/18		1,995		1,934

				6,364


Financials—6.5%
Asurion LLC (Asurion Corp.)
5.500%, 5/24/18		1,224		1,159
9.000%, 5/24/19		1,250		1,195
Capital Automotive LP Tranche B 5.000%, 3/11/17		1,463		1,400
CNO Financial Group, Inc. Tranche B-1 6.250%, 9/30/16		1,077		1,071
Delos Aircraft, Inc. 7.000%, 3/17/16		727		727
Fifth Third Processing Tranche B-1 4.500%, 11/3/16		1,988		1,930
First American Payment Systems LP 6.750%, 11/1/16		937		923
Fortress Invest Group LLC (FIG) 5.750%, 10/7/15		149		148
iPayment, Inc . 5.750%, 5/8/17		481		471
iStar Financial, Inc.
Tranche A-1 5.000%, 6/28/13		1,076		1,042
Tranche A-2 7.000%, 6/30/14		846		801
MIP Delaware, LLC (MIPL (LUX) S.A.R.L) 5.500%, 7/12/18		1,088		1,064
MoneyGram International, Inc. 4.500%, 11/18/17		1,914		1,858
Nuveen Investments, Inc.
Non-Extended 3.311%, 11/13/14		1,380		1,266
Extended 5.810%, 5/13/17		1,045		971
Ocwen Financial Corp. 7.000%, 9/1/16		975		948
Pinnacle Foods Finance LLC 2.722%, 4/2/14		1,726		1,643
Re/Max International, Inc. 5.500%, 4/16/16		918		905
Realogy Corp.
4.400%, 10/10/16		105		86
4.522%, 10/10/16		625		510
Richard Ellis (CB) Group, Inc. Tranche D, 3.726%, 9/4/19		998		957
Springleaf Financial Funding Co. (American General Finance Corp.) 5.500%, 5/10/17		950		826
Tomkins, LLC (Pinafore LLC) Tranche B-1, 4.250%, 9/29/16		406		399
TransUnion LLC 4.750%, 2/10/18		1,547		1,514
Walter Investments, Inc. 7.750%, 6/30/16		833		814

				24,628

See Notes to Financial Statements

VIRTUS SENIOR FLOATING RATE FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE		VALUE
Health Care—11.6%
Alkermes, Inc. 6.750%, 9/16/17	$	1,500	$	1,470
Ardent Health Services LLC 6.500%, 9/15/15		887		865
Ardent Medical Services, Inc. 6.500%, 9/15/15		1,000		970
Aveta, Inc.
Tranche MMM 8.500%, 4/14/15		431		423
Tranche NAMM 8.500%, 4/14/15		431		423
Axcan Intermediate Holdings, Inc. 5.500%, 2/10/17		1,037		925
Biomet, Inc. Tranche B, 3.277%, 3/25/15		980		940
Capsugel Holdings, Inc. 0.000%, 8/1/18		889		876
Catalent Pharma Solutions, Inc. 2.489%, 4/10/14		982		913
Community Health Systems, Inc.
Tranche DD, 2.569%, 7/25/14		71		66
2.569%, 7/25/14		1,375		1,289
3.819%, 1/25/17		888		811
ConvaTec Ltd. 5.750%, 12/22/16		1,491		1,429
CRC Health Corp. Tranche B-2 4.869%, 11/16/15		1,482		1,356
Drumm Investors LLC (Golden Living) 5.000%, 5/4/18		1,746		1,537
Generic Drug Holdings, Inc.
6.500%, 4/8/16		813		762
Tranche DD, 6.500%, 4/8/16		112		105
Green Valley Ranch 6.250%, 6/17/16		974		920
Grifols SA Tranche B, 6.000%, 6/1/17		998		982
HCA, Inc. Tranche B-3 3.619%, 5/1/18		826		778
HCR Healthcare LLC 5.000%, 4/6/18		829		719
Health Management Associates, Inc. Tranche B, 2.119%, 2/28/14		1,798		1,697
Houghton International, Inc. Tranche B-1 6.750%, 1/29/16		1,090		1,082
Iasis Healthcare LLC Tranche B, 5.000%, 5/3/18		1,990		1,870
InVentiv Health, Inc. (Ventive Health, Inc) 6.500%, 8/4/16		1,267		1,211
Kindred Healthcare, Inc. 5.250%, 6/1/18		1,247		1,160
Medical Card Systems, Inc. 12.000%, 9/17/15		250		244
MultiPlan, Inc. Tranche B, 4.750%, 8/26/17		961		913
National Mentor Holdings, Inc. Tranche B, 7.000%, 2/9/17		995		904
National Specialty Hospitals, Inc.
Tranche DD 0.750%, 2/3/17		223		215
8.250%, 2/3/17		1,271		1,226
NBTY, Inc. Tranche B-1 4.250%, 10/1/17		958		931
Onex Carestream Finance LP 5.000%, 2/25/17		746		629
Quintiles Transnational Corp. Tranche B, 5.000%, 6/8/18		1,496		1,412
Renal Advantage Holdings, Inc. Tranche B, 5.750%, 12/17/16		993		990
Res-Care, Inc. Tranche B, 7.250%, 12/22/16		1,489		1,444
Rural/Metro Operating Co. LLC 5.750%, 3/28/18		831		804
Select Medical Holdings Tranche B 5.667%, 6/1/18		1,496		1,364
Sheridan Healthcare, Inc. Tranche B, 4.119%, 6/15/14		297		281
Smile Brands, Inc. Tranche B, 7.250%, 12/21/17		744		720
Surgery Center Holdings, Inc. 6.500%, 2/4/17		1,249		1,180
Surgical Care Affiliates 5.500%, 6/30/18		1,496		1,376
Universal Health, Inc. 4.000%, 11/15/16		1,661		1,617
Vanguard Health Holding Co., LLC (Vanguard Health System, Inc.) 5.000%, 1/29/16		1,455		1,421
Warner Chilcott Corp.
Tranche B-3 4.250%, 3/15/18		313		305
Tranche B-1 4.250%, 3/15/18		455		443
Tranche B-2 4.250%, 3/15/18		227		222

				44,220


Industrials—8.2%
Alliance Laundry Holdings LLC 6.250%, 9/30/16		1,025		1,015
Altegrity, Inc. (U.S. Investigations Services, Inc.) 2.981%, 2/21/15		1,260		1,147
API Technologies Corp. 7.750%, 6/1/16		997		947
ARAMARK Corp.
Letter of Credit 2, 0.089%, 7/26/16		33		32
Tranche B, 3.619%, 7/26/16		496		482
Brock Holdings Ill, Inc.
6.000%, 3/16/17		881		833
10.000%, 3/16/18		450		412
Ceridian Corp. 3.239%, 11/9/14		2,036		1,779
CHG Healthcare Services, Inc. 5.500%, 10/7/16		1,555		1,524
Delta Air Lines 0.000%, 4/20/17		998		944
Douglas Dynamics LLC 5.750%, 4/18/18		995		963
Ducommun, Inc. 0.000%, 6/28/17		583		567
Emergency Medical Services 5.250%, 5/25/18		993		947
Goodman Global, Inc. 9.000%, 10/30/17		542		546
Harland Clarke Holdings Corp. (Clarke American Corp.) Tranche B, 2.757%, 6/30/14		2,180		1,840
Hawker Beechcraft Aquistion Co., LLC
Letter of Credit, 0.000%, 3/26/14		110		76
2.369%, 3/26/14		1,782		1,237
Holdings Gaming Borrower LP Tranche B-1, 12.000%, 6/30/15		80		82
Husky Injection Molding System 6.500%, 6/30/18		1,496		1,459
Intelligrated, Inc. 7.500%, 2/17/17		963		941
Protection One, Inc. 6.000%, 6/4/16		1,200		1,185
Quad/Graphics, Inc. 4.000%, 7/26/18		1,000		966
ServiceMaster Co. (The)
Tranche DD, 2.740%, 7/24/14		171		161
2.757%, 7/24/14		1,721		1,613
SI Organization, Inc. 4.500%, 11/22/16		993		914
Star West Generation LLC 6.000%, 5/17/18		1,058		1,006
Swift Transportation Co., Inc. (The) 6.000%, 12/21/16		1,419		1,379
TASC, Inc. Tranche B, 4.500%, 12/18/15		498		476
Terex Corp. 5.500%, 4/28/17		1,600		1,575
Transdigm Group, Inc. 4.000%, 2/14/17		1,481		1,452
Vertrue LLC 5.370%, 8/16/14		938		554
Waste Industries USA, Inc. Tranche B 4.750%, 3/17/17		995		938
Zuffa LLC 0.000%, 6/19/15		1,017		999

				30,991


Information Technology—14.2%
Applied Systems, Inc.
5.500%, 12/8/16		993		973
9.250%, 6/8/17		334		325
Aspect Software, Inc. Tranche B, 6.250%, 5/7/16		985		975
Autotrader.com, Inc. Tranche B 7.000%, 12/15/16		1,191		1,167
Avaya, Inc. Tranche B-1 3.064%, 10/24/14		2,027		1,834
AVG Technologies N.V. 7.500%, 3/15/16		1,150		1,098
Ax Acquisition Corp. 0.000%, 5/9/18		998		966
CCC Information Services 0.000%, 12/17/15		672		660

See Notes to Financial Statements

VIRTUS SENIOR FLOATING RATE FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE		VALUE
Information Technology—continued
CDW LLC
Non-Extended 3.729%, 10/10/14	$	1,835	$	1,707
Extended 4.250%, 7/15/17		1,082		966
CommScope, Inc. 5.000%, 1/14/18		1,522		1,498
CPI International Acquisition, Inc. (Catalyst Holdings, Inc.) Tranche B, 5.000%, 2/13/17		1,241		1,203
DynCorp International LLC 6.500%, 7/7/16		928		911
Eagle Parent, Inc. 5.000%, 5/16/18		2,993		2,807
Edwards (Cayman Islands II) Ltd. 5.500%, 5/31/16		993		921
Fibertech Networks LLC (Firefox Merger Sub LLC) 6.750%, 11/30/16		191		188
Fidelity National Information Services, Inc. Tranche B, 5.250%, 7/18/16		1,247		1,247
First Data Corp.
Tranche B-3, 2.985%, 9/24/14		1,729		1,507
4.235%, 3/26/18		1,750		1,426
Freescale Semiconductor, Inc. 4.472%, 12/1/16		2,330		2,141
ILC Industries LLC (Data Device Corp.) 7.250%, 12/23/16		605		583
Infor Enterprise Solutions Holdings, Inc. (Magellan Holdings, Inc.)
Tranche DD, 6.489%, 3/2/14		202		158
6.489%, 3/2/14		348		273
5.990%, 7/28/15		965		889
Tranche DD, 5.990%, 7/28/15		503		464
Instant Web, Inc.
3.614%, 8/7/14		674		613
Tranche DD 3.614%, 8/7/14		70		64
Interactive Data Corp. Tranche B 4.500%, 2/11/18		2,478		2,385
Ipreo Holdings LLC 8.000%, 8/5/17		1,000		945
Lawson Software, Inc. (SoftBrands, Inc.) 6.750%, 7/5/17		1,500		1,424
MedAssets, Inc. 5.250%, 11/16/16		914		897
Microsemi Corp. 0.000%, 11/2/17		993		988
MLM Holdings, Inc. 7.000%, 12/1/16		990		973
Mood Media Corp. 7.000%, 5/6/18		1,297		1,207
NDS Finance Ltd. Tranche B 4.000%, 3/10/18		1,219		1,164
Novell, Inc. (Attachmate Corp.) 6.500%, 4/27/17		2,000		1,933
NuSil Technology LLC 5.250%, 5/31/17		698		673
Openlink Financial, Inc. 5.250%, 4/27/18		1,496		1,478
RedPrairie Corp. 6.000%, 3/24/16		1,231		1,213
Scitor Corp. 5.000%, 2/15/17		943		869
Sensata Technologies BV 0.000%, 5/12/18		1,496		1,460
Smart Modular Technologies (Global), Inc. 8.250%, 8/27/17		500		455
SonicWALL, Inc. 8.250%, 1/23/16		763		761
Sorenson Communications, Inc. Tranche C 6.000%, 8/16/13		451		418
SourceCorp, Inc. Tranche B, 6.625%, 4/28/17		1,247		1,119
Spansion LLC 4.750%, 2/9/15		709		692
SRA International, Inc. 6.500%, 7/20/18		1,500		1,390
SSI Investments II Ltd. (Skillsoft) 6.500%, 5/26/17		920		909
Sungard Data Systems, Inc. Tranche A, 1.979%, 2/28/14		22		21
SymphonyIRI Group, Inc. (Information Resources, Inc.) Tranche 2011 5.000%, 12/1/17		499		485
Transaction Network Services, Inc. 6.000%, 11/18/15		283		284
Vertafore, Inc. 5.250%, 7/29/16		1,489		1,438
Wall Street Systems, Inc.
5.500%, 7/5/17		399		388
9.000%, 7/5/18		330		319

				53,852


Materials—7.2%
Anchor Glass Container Corp.
6.000%, 2/3/16		478		475
10.000%, 9/2/16		715		711
Armstrong World Industries, Inc. 4.000%, 3/10/18		744		727
Ashland, Inc. 3.750%, 8/23/18		1,000		994
Avantor Performance Materials, Inc. 5.000%, 6/29/17		641		622
AZ Chem U S, Inc. 4.750%, 11/21/16		658		647
Berry Plastics Group, Inc. Tranche C, 2.229%, 4/3/15		2,720		2,487
Chemtura Corp. 5.500%, 8/29/16		500		499
CPG International, Inc. Tranche B, 6.000%, 2/18/17		993		949
General Chemical Corp. Tranche B, 0.000%, 10/6/15		1,505		1,450
Harko C.V.(OM Group, Inc.) Tranche B 5.750%, 8/2/17		1,190		1,184
Hoffmaster Group, Inc. 7.000%, 6/2/16		1,453		1,420
Ineos Holdings Ltd.
Tranche B-2, 7.500%, 12/16/13		245		245
Tranche C-2, 8.000%, 12/16/14		280		281
JMC Steel Group 4.750%, 4/1/17		338		329
Momentive Performance Materials Tranche B-1B 3.750%, 5/5/15		2,971		2,763
Momentive Specialty Chemicals, Inc.
Tranche C-1B, 4.000%, 5/5/15		1,084		1,021
Tranche C-2B, 4.125%, 5/5/15		468		441
New Sunward Holding BV Tranche B, 4.847%, 2/14/14		550		458
NewPage Corp. 0.000%, 3/7/13		1,150		1,148
Noranda Aluminum Acquisition Corp. Tranche B, 1.989%, 5/18/14		238		232
Norit Holding B.V. 0.000%, 7/8/17		860		846
Nortek, Inc. 0.000%, 4/26/17		1,493		1,407
Novelis, Inc. Tranche B 3.750%, 3/10/17		571		557
Omnova Solutions, Inc. 5.750%, 5/31/17		993		964
PQ Corp. 3.500%, 7/30/14		1,542		1,412
Pro Mach, Inc. 6.250%, 7/6/17		998		968
Solutia, Inc. Tranche 1, 3.500%, 8/1/17		488		478
Styron S.A.R.L. 6.000%, 8/2/17		572		518
Univar, Inc. Tranche B 5.000%, 6/30/17		988		930

				27,163


Telecommunication Services—4.1%
Knology, Inc. Tranche B 4.000%, 8/18/17		1,493		1,446
Level 3 Communications, Inc.
Tranche A, 2.494%, 3/13/14		2,450		2,293
Tranche B 11.500%, 3/13/14		70		73
nTelos, Inc. Tranche B 4.000%, 9/14/15		1,454		1,418
Presidio, Inc. 7.250%, 3/31/17		1,425		1,397
Securus Technologies Holdings, Inc. (Securus Technologies, Inc.) 5.250%, 5/31/17		1,197		1,166
Sidera Networks, Inc. (RCN Corp.) 5.500%, 8/26/16		1,141		1,105
Syniverse Holdings, Inc. 5.250%, 12/21/17		1,489		1,470
tw Telecom Holdings, Inc. Tranche B-2, 3.490%, 12/30/16		455		444

See Notes to Financial Statements

VIRTUS SENIOR FLOATING RATE FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR
	VALUE		VALUE
Telecommunication Services—continued
U.S. TelePacific Corp. 5.750%, 2/23/17	$	1,618	$	1,552
Univision Communications, Inc. 4.489%, 3/31/17		2,266		1,912
West Corp. Tranche B-4 4.566%, 7/15/16		1,479		1,436

				15,712


Utilities—3.0%
AES Corp. 4.250%, 6/1/18		1,990		1,951
Dynegy, Inc.
9.250%, 8/5/16		500		487
9.250%, 8/5/16		500		494
Equipower Resources Corp. Tranche B 5.750%, 1/26/18		981		955
Gibson Energy, Inc. 5.750%, 6/15/18		2,993		2,941
New Development Holdings LLC 4.500%, 4/1/18		1,990		1,880
NRG Energy, Inc. 4.000%, 7/1/18		1,496		1,466
Texas Competitive Electric Holdings Co., LLC Tranche 2014, 3.749%, 10/10/14		1,945		1,382

				11,556

TOTAL LOAN AGREEMENTS (Identified Cost $342,515)				329,653

TOTAL LONG-TERM INVESTMENTS—98.1% (Identified Cost $389,338)				372,456


	SHARES		VALUE
SHORT-TERM INVESTMENTS—2.1%
Money Market Mutual Funds—2.1%
BlackRock Liquidity Funds TempFund Portfolio — Institutional Shares (seven-day effective yield 0.090%)		8,008,988	$	8,009


TOTAL SHORT-TERM INVESTMENTS (Identified Cost $8,009)				8,009


TOTAL INVESTMENTS—100.2% (Identified Cost $397,347)				380,465	⁽¹⁾


Other assets and liabilities, net—(0.2)%				(831	)

NET ASSETS—100.0%			$	379,634


Abbreviations:

ADS		American Depositary Share

PIK		Payment-in-Kind Security

Foreign Currencies:

CAD		Canadian Dollar


Country Weightings (Unaudited)^†
United States	91	%
Canada	1
Germany	1
Luxembourg	1
Netherlands	1
Switzerland	1
United Kingdom	1
Other	3

Total	100	%


^†		% of total investments as of September 30, 2011

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Variable or step coupon security; interest rate shown reflects the rate in effect at September 30, 2011.

⁽³⁾		Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2011, these securities amounted to a value of $20,568 or 5.4% of net assets.

⁽⁴⁾		Regulation S security. Security is offered and sold outside of the United States, therefore, it is exempt from registration with the SEC under rules 903 and 904 of the Securities Act of 1933.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2011 (See Security Valuation Note 2A in the Notes to Financial Statements).


					Level 2 –		Level 3 –
	Total Value		Level 1 –		Significant		Significant
	at		Quoted		Observable		Unobservable
	September 30, 2011		Prices		Inputs		Inputs
Investments in Securities:
Debt Securities:
Asset-Backed Securities	$	1,103	$	—	$	1,103	$	—
Corporate Bonds and Notes		39,801		—		39,801		—
Foreign Government Securities		1,899		—		1,899		—
Loan Agreements		329,653		—		329,653		—
Equity Securities:
Short-Term Investments		8,009		8,009		—		—

Total Investments	$	380,465	$	8,009	$	372,456	$	—

The following is a reconciliation of assets of the Fund, for Level 3 investments for which significant unobservable inputs were used to determine fair value:


	Loan Agreements
Balance as of September 30, 2010:	$	345
Accrued discounts (premiums)^(a)		12
Realized gain (loss)^(b)		18
Change in unrealized appreciation (depreciation)^(b)		—
Net purchases (sales)^(c)		(375	)
Transfers in and/or out of Level 3^(d)		—

Balance as of September 30, 2011:	$	—


^(a)		Disclosed in the Statement of Operations under interest income.

^(b)		Disclosed in the Statement of Operations under Net realized and unrealized gain (loss) on investments.

^(c)		Includes paydowns, if any.

^(d)		“Transfers in and/or out” represent the ending value as of September 30, 2011, for any investment security where a change in the pricing level occurred from the beginning to the end of the period.

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
STATEMENTS OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2011

(Amounts reported in thousands except shares and per share amounts)


							Global			Global			Global
	Bond			CA Tax-Exempt			Commodities			Infrastructure			Opportunities
	Fund			Bond Fund			Stock Fund			Fund			Fund
Assets
Investment in securities at value⁽¹⁾⁽³⁾	$	151,322		$	57,022		$	16,280		$	62,453		$	56,515
Foreign currency at value⁽²⁾		—			—			—			—	⁽⁴⁾		3
Cash		14			—			3			—			—
Receivables
Investment securities sold		4,508			—			85			1,048			117
Fund shares sold		123			2			5			37			38
Receivable from adviser		—			—			11			—			—
Dividends and interest receivable		1,484			793			3			100			175
Tax reclaims		—			—			—			34			65
Prepaid expenses		26			14			20			14			18

Total assets		157,477			57,831			16,407			63,686			56,931


Liabilities
Cash overdraft		—			1			—			371			4
Payables
Fund shares repurchased		78			11			—			87			35
Investment securities purchased		3,790			550			61			—			123
Collateral on securities loaned		3,690			—			300			—			—
Foreign capital gain taxes payable		—			—			—			—			—	⁽⁴⁾
Dividend distributions		—			99			—			—			—
Investment advisory fee		32			10			—			35			37
Distribution and service fees		21			6			—	⁽⁴⁾		10			13
Administration fee		17			6			2			7			7
Transfer agent fees and expenses		27			6			1			17			27
Trustees’ fee and expenses		1			1			—	⁽⁴⁾		—	⁽⁴⁾		—	⁽⁴⁾
Professional fee		32			30			29			28			29
Other accrued expenses		16			6			19			8			12

Total liabilities		7,704			726			412			563			287

Net Assets	$	149,773		$	57,105		$	15,995		$	63,123		$	56,644


Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	159,749		$	54,462		$	19,142		$	70,678		$	71,113
Accumulated undistributed net investment income (loss)		107			85			20			215			214
Accumulated undistributed net realized gain (loss)		(13,735	)		(104	)		(312	)		(14,952	)		(23,033	)
Net unrealized appreciation (depreciation) on investments		3,652			2,662			(2,855	)		7,182			8,350

Net Assets	$	149,773		$	57,105		$	15,995		$	63,123		$	56,644


Class A
Net asset value (net assets/shares outstanding) per share	$	10.96		$	12.30		$	8.16		$	10.97		$	7.91
Maximum offering price per share NAV/(1—4.75%)	$	11.51		$	12.91		$	—		$	—		$	—
Maximum offering price per share NAV/(1—5.75%)	$	—		$	—		$	8.66		$	11.64		$	8.39
Shares of beneficial interest outstanding, unlimited authorization⁽⁵⁾		5,878,791			2,413,775			24,964			2,108,194			6,944,585
Net Assets	$	64,449		$	29,688		$	204		$	23,120		$	54,916

Class B
Net asset value (net assets/shares outstanding) and offering price per share	$	10.71		$	—		$	—		$	—		$	7.06
Shares of beneficial interest outstanding, unlimited authorization⁽⁵⁾		109,318			—			—			—			129,612
Net Assets	$	1,171		$	—		$	—		$	—		$	915

Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	10.75		$	—		$	8.13		$	10.95		$	7.02
Shares of beneficial interest outstanding, unlimited authorization⁽⁵⁾		742,682			—			12,177			560,714			115,675
Net Assets	$	7,984		$	—		$	99		$	6,138		$	813

Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	11.10		$	12.29		$	8.17		$	10.97		$	—
Shares of beneficial interest outstanding, unlimited authorization⁽⁵⁾		6,864,443			2,230,884			1,920,081			3,087,290			—
Net Assets	$	76,169		$	27,417		$	15,692		$	33,865		$	—

⁽¹⁾ Investment in securities at cost	$	147,670		$	54,360		$	19,135		$	55,270		$	48,161
⁽²⁾ Foreign currency at cost		—			—			—			—	⁽⁴⁾		3
⁽³⁾ Market value of securities on loan		3,511			—			288			—			—
⁽⁴⁾ Amount is less than $500.
⁽⁵⁾ All Funds except Bond Fund have no par value. Bond Fund has a par value of $1.00.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
STATEMENTS OF ASSETS AND LIABILITIES (Continued)
SEPTEMBER 30, 2011

(Amounts reported in thousands except shares and per share amounts)


	Global			Greater Asia			Greater						International
	Real Estate			ex-Japan			European			High Yield			Equity
	Securities Fund			Opportunities Fund			Opportunities Fund			Fund			Fund
Assets
Investment in securities at value⁽¹⁾⁽³⁾	$	6,361		$	9,786		$	4,937		$	95,002		$	18,541
Foreign currency at value⁽²⁾		—			6			1			—			31
Cash		—			—			—			23			—
Receivables
Investment securities sold		—			14			—			642			—
Fund shares sold		16			—	⁽⁴⁾		—			1			—	⁽⁴⁾
Receivable from adviser		3			20			3			—			—
Dividends and interest receivable		17			23			17			2,016			61
Tax reclaims		—	⁽⁴⁾		—			2			—			21
Prepaid expenses		14			14			13			16			23
Unrealized appreciation on forward currency contracts		—			—			—			—			166

Total assets		6,411			9,863			4,973			97,700			18,843


Liabilities
Cash overdraft		1			1			—	⁽⁴⁾		—			1
Payables
Fund shares repurchased		2			52			—			19			14
Investment securities purchased		—			54			14			250			23
Collateral on securities loaned		—			91			—			8,323			—
Investment advisory fee		—			—			—			32			8
Distribution and service fees		2			2			1			20			—	⁽⁴⁾
Administration fee		1			1			1			10			2
Transfer agent fees and expenses		1			1			—	⁽⁴⁾		37			1
Trustees’ fee and expenses		—	⁽⁴⁾		—	⁽⁴⁾		—	⁽⁴⁾		1			—	⁽⁴⁾
Professional fee		28			49			28			36			28
Other accrued expenses		6			16			8			10			8
Unrealized depreciation on forward currency contracts		—			—			—			—			19

Total liabilities		41			267			52			8,738			104

Net Assets	$	6,370		$	9,596		$	4,921		$	88,962		$	18,739


Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	6,158		$	7,996		$	4,032		$	123,577		$	19,983
Accumulated undistributed net investment income (loss)		(76	)		12			28			186			293
Accumulated undistributed net realized gain (loss)		107			337			184			(26,328	)		85
Net unrealized appreciation (depreciation) on investments		181			1,251			677			(8,473	)		(1,622	)

Net Assets	$	6,370		$	9,596		$	4,921		$	88,962		$	18,739


Class A
Net asset value (net assets/shares outstanding) per share	$	17.78		$	13.93		$	11.80		$	3.85		$	9.79
Maximum offering price per share NAV/(1—4.75%)	$	—		$	—		$	—		$	4.04		$	—
Maximum offering price per share NAV/(1—5.75%)	$	18.86		$	14.78		$	12.52		$	—		$	10.39
Shares of beneficial interest outstanding, no par value, unlimited authorization		296,651			655,051			387,442			22,482,446			97,196
Net Assets	$	5,275		$	9,125		$	4,571		$	86,530		$	952

Class B
Net asset value (net assets/shares outstanding) and offering price per share	$	—		$	—		$	—		$	3.77		$	—
Shares of beneficial interest outstanding, no par value, unlimited authorization		—			—			—			107,104			—
Net Assets	$	—		$	—		$	—		$	404		$	—

Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	17.65		$	13.79		$	11.69		$	3.80		$	9.76
Shares of beneficial interest outstanding, no par value, unlimited authorization		27,535			16,134			12,337			533,587			10,041
Net Assets	$	486		$	223		$	144		$	2,028		$	98

Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	17.85		$	13.99		$	11.83		$	—		$	9.80
Shares of beneficial interest outstanding, no par value, unlimited authorization		34,134			17,723			17,410			—			1,804,584
Net Assets	$	609		$	248		$	206		$	—		$	17,689

⁽¹⁾ Investment in securities at cost	$	6,180		$	8,534		$	4,259		$	103,475		$	20,307
⁽²⁾ Foreign currency at cost		—			6			1			—			32
⁽³⁾ Market value of securities on loan		—			88			—			7,928			—
⁽⁴⁾ Amount is less than $500.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
STATEMENTS OF ASSETS AND LIABILITIES (Continued)
SEPTEMBER 30, 2011

(Amounts reported in thousands except shares and per share amounts)


	International						Multi-Sector			Senior
	Real Estate			Market Neutral			Fixed Income			Floating Rate
	Securities Fund			Fund			Fund			Fund
Assets
Investment in securities at value⁽¹⁾	$	28,573		$	34,376		$	236,711		$	380,465
Foreign currency at value⁽²⁾		—	⁽⁴⁾		544			2			4
Cash		15			—			—			343
Deposits with broker for securities sold short		—			37,210			—			—
Receivables
Investment securities sold		407			2,547			920			3,440
Fund shares sold		50			—	⁽⁴⁾		1,461			867
Dividends and interest receivable		102			29			3,859			2,450
Tax reclaims		24			13			—			—
Prepaid expenses		25			25			37			51

Total assets		29,196			74,744			242,990			387,620


Liabilities
Cash overdraft		—			381			9			—
Securities sold short at value⁽³⁾		—			34,353			—			—
Payables
Fund shares repurchased		503			8			339			2,041
Investment securities purchased		—			2,654			694			5,054
Dividend distributions		—			—			355			333
Dividends on short sales		—			65			—			—
Investment advisory fee		20			38			109			188
Distribution and service fees		2			4			96			122
Administration fee		4			4			27			43
Transfer agent fees and expenses		2			10			64			60
Trustees’ fee and expenses		—	⁽⁴⁾		—	⁽⁴⁾		1			3
Professional fee		28			34			36			37
Other accrued expenses		12			12			37			105

Total liabilities		571			37,563			1,767			7,986

Net Assets	$	28,625		$	37,181		$	241,223		$	379,634


Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	54,759		$	55,620		$	246,475		$	397,291
Accumulated undistributed net investment income (loss)		(691	)		(12	)		409			—
Accumulated undistributed net realized gain (loss)		(25,340	)		(18,585	)		(1,816	)		(775	)
Net unrealized appreciation (depreciation) on investments		(103	)		(4,059	)		(3,845	)		(16,882	)
Net unrealized appreciation (depreciation) on securities sold short		—			4,217			—			—

Net Assets	$	28,625		$	37,181		$	241,223		$	379,634


Class A
Net asset value (net assets/shares outstanding) per share	$	5.23		$	9.09		$	10.24		$	9.28
Maximum offering price per share NAV/(1—4.75%)	$	—		$	—		$	10.75		$	9.74
Maximum offering price per share NAV/(1—5.75%)	$	5.55		$	9.64		$	—		$	—
Shares of beneficial interest outstanding, no par value, unlimited authorization		620,466			728,007			13,414,281			23,210,511
Net Assets	$	3,243		$	6,615		$	137,395		$	215,427

Class B
Net asset value (net assets/shares outstanding) and offering price per share	$	—		$	8.54		$	10.22		$	—
Shares of beneficial interest outstanding, no par value, unlimited authorization		—			30,394			1,045,196			—
Net Assets	$	—		$	260		$	10,685		$	—

Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	5.20		$	8.52		$	10.31		$	9.29
Shares of beneficial interest outstanding, no par value, unlimited authorization		184,989			273,575			6,859,019			9,966,951
Net Assets	$	962		$	2,330		$	70,735		$	92,623

Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	5.23		$	9.12		$	10.24		$	9.27
Shares of beneficial interest outstanding, no par value, unlimited authorization		4,665,421			3,066,121			2,187,904			7,719,513
Net Assets	$	24,420		$	27,976		$	22,408		$	71,584

⁽¹⁾ Investment in securities at cost	$	28,673		$	38,434		$	240,518		$	397,347
⁽²⁾ Foreign currency at cost		—	⁽⁴⁾		555			2			4
⁽³⁾ Proceeds from securities sold short		—			38,581			—			—
⁽⁴⁾ Amount is less than $500.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
STATEMENTS OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 2011

($ reported in thousands)


							Global
							Commodities			Global			Global
	Bond			CA Tax-Exempt			Stock			Infrastructure			Opportunities
	Fund			Bond Fund			Fund⁽²⁾			Fund			Fund
Investment Income
Dividends	$	61		$	1		$	84		$	3,151		$	1,380
Interest		8,034			2,748			—			—			—
Security lending		16			—			—	⁽¹⁾		—			7
Foreign taxes withheld		—			—			(3	)		(198	)		(32	)

Total investment income		8,111			2,749			81			2,953			1,355


Expenses
Investment advisory fees		730			253			53			453			524
Service fees, Class A		162			74			—	⁽¹⁾		62			149
Distribution and service fees, Class B		19			—			—			—			12
Distribution and service fees, Class C		81			—			1			69			8
Administration fees		224			77			7			96			85
Transfer agent fee and expenses		180			40			7			93			137
Custodian fees		12			2			8			28			27
Printing fees and expenses		23			9			19			11			12
Professional fees		31			33			32			29			41
Registration fees		50			27			31			38			40
Trustees’ fee and expenses		12			4			—	⁽¹⁾		5			4
Miscellaneous expenses		17			6			2			8			8


Total expenses		1,541			525			160			892			1,047
Less expenses reimbursed and/or waived by investment adviser		(305	)		(113	)		(85	)		—			(76	)


Net expenses		1,236			412			75			892			971


Net investment income (loss)		6,875			2,337			6			2,061			384


Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		5,090			262			(311	)		(719	)		5,877
Net realized gain (loss) on foreign currency transactions		—			—			13			(3	)		(371	)
Net change in unrealized appreciation (depreciation) on investments		(8,367	)		(600	)		(2,855	)		2,038			(4,358	)
Net change in unrealized appreciation (depreciation) on foreign currency translation		—			—			—	⁽¹⁾		3			30
Net change in foreign taxes on unrealized capital gains		—			—			—			—			207


Net gain (loss) on investments		(3,277	)		(338	)		(3,153	)		1,319			1,385


Net increase (decrease) in net assets resulting from operations	$	3,598		$	1,999		$	(3,147	)	$	3,380		$	1,769


⁽¹⁾		Amount is less than $500.

⁽²⁾		Inception date is March 15, 2011.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
STATEMENTS OF OPERATIONS (Continued)
YEAR ENDED SEPTEMBER 30, 2011

($ reported in thousands)


				Greater Asia			Greater
	Global			ex-Japan			European						International
	Real Estate			Opportunities			Opportunities			High Yield			Equity
	Securities Fund			Fund			Fund			Fund			Fund
Investment Income
Dividends	$	197		$	265		$	148		$	22		$	790
Interest		—			—			—			8,145			—
Security lending		—			4			4			43			—
Foreign taxes withheld		(6	)		(12	)		(9	)		—			(58	)

Total investment income		191			257			143			8,210			732


Expenses
Investment advisory fees		42			118			45			656			141
Service fees, Class A		10			28			12			245			1
Distribution and service fees, Class B		—			—			—			6			—
Distribution and service fees, Class C		4			3			2			22			1
Administration fees		7			16			7			139			23
Transfer agent fee and expenses		6			9			3			198			8
Custodian fees		16			81			21			5			29
Printing fees and expenses		2			4			2			19			7
Professional fees		31			60			31			36			44
Registration fees		37			39			36			38			56
Trustees’ fee and expenses		—	⁽¹⁾		1			—	⁽¹⁾		7			1
Miscellaneous expenses		2			3			1			11			4


Total expenses		157			362			160			1,382			315
Less expenses reimbursed and/or waived by investment adviser		(86	)		(149	)		(83	)		(145	)		(106	)


Net expenses		71			213			77			1,237			209


Net investment income (loss)		120			44			66			6,973			523


Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		169			424			364			2,806			297
Net realized gain (loss) on foreign currency transactions		(2	)		(43	)		(299	)		—			(231	)
Net change in unrealized appreciation (depreciation) on investments		(928	)		(1,164	)		(403	)		(10,310	)		(1,810	)
Net change in unrealized appreciation (depreciation) on foreign currency translation		—	⁽¹⁾		107			161			—			150


Net gain (loss) on investments		(761	)		(676	)		(177	)		(7,504	)		(1,594	)


Net increase (decrease) in net assets resulting from operations	$	(641	)	$	(632	)	$	(111	)	$	(531	)	$	(1,071	)


⁽¹⁾		Amount is less than $500.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
STATEMENTS OF OPERATIONS (Continued)
YEAR ENDED SEPTEMBER 30, 2011

($ reported in thousands)


	International
	Real Estate						Multi-Sector			Senior
	Securities			Market Neutral			Fixed Income			Floating Rate
	Fund			Fund			Fund			Fund
Investment Income
Dividends	$	2,176		$	1,193		$	63		$	37
Interest		—			1			16,368			19,188
Foreign taxes withheld		(98	)		(57	)		(9	)		—


Total investment income		2,078			1,137			16,422			19,225


Expenses
Investment advisory fees		304			1,099			1,250			2,062	⁽²⁾
Service fees, Class A		9			38			336			458
Distribution and service fees, Class B		—			5			123			—
Distribution and service fees, Class C		8			33			668			745
Administration fees		42			101			312			459
Transfer agent fee and expenses		19			81			296			310
Custodian fees		17			33			18			9
Printing fees and expenses		5			10			35			57
Professional fees		30			36			37			40
Registration fees		39			54			69			107
Trustees’ fee and expenses		2			6			16			22
Miscellaneous expenses		4			9			35			131


Total expenses		479			1,505			3,195			4,400
Dividends on short sales		—			1,376			—			—
Interest expense on short sales		—			378			—			—
Less expenses reimbursed and/or waived by investment adviser		(82	)		(221	)		—			—


Net expenses		397			3,038			3,195			4,400


Net investment income (loss)		1,681			(1,901	)		13,227			14,825


Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		1,152			16,315			5,388			(431	)
Net realized gain (loss) on securities sold short		—			(17,301	)		—			—
Net realized gain (loss) on foreign currency transactions		(14	)		51			73			1
Net change in unrealized appreciation (depreciation) on investments		(6,397	)		(15,997	)		(17,069	)		(20,018	)
Net change in unrealized appreciation (depreciation) on securities sold short		—			11,152			—			—
Net change in unrealized appreciation (depreciation) on foreign currency translation		(4	)		(30	)		(53	)		—	⁽¹⁾


Net gain (loss) on investments		(5,263	)		(5,810	)		(11,661	)		(20,448	)


Net increase (decrease) in net assets resulting from operations	$	(3,582	)	$	(7,711	)	$	1,566		$	(5,623	)


⁽¹⁾		Amount is less than $500.

⁽²⁾		Includes expense reimbursement recapture of $43. See Note 3C in the Notes to Financial Statements.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
STATEMENTS OF CHANGES IN NET ASSETS

($ reported in thousands)


	Bond Fund						CA Tax-Exempt Bond Fund
	Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,
	2011			2010			2011			2010
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	6,875		$	9,172		$	2,337		$	2,371
Net realized gain (loss)		5,090			7,573			262			(137	)
Net change in unrealized appreciation (depreciation)		(8,367	)		4,062			(600	)		418


Increase (decrease) in net assets resulting from operations		3,598			20,807			1,999			2,652


From Distributions to Shareholders
Net investment income, Class A		(2,743	)		(2,839	)		(1,183	)		(1,264	)
Net investment income, Class B		(68	)		(122	)		—			—
Net investment income, Class C		(287	)		(289	)		—			—
Net investment income, Class I		(3,815	)		(5,837	)		(1,127	)		(1,100	)


Decrease in net assets from distributions to shareholders		(6,913	)		(9,087	)		(2,310	)		(2,364	)


From Share Transactions (See Note 5)
Change in net assets from share transactions, Class A		(1,413	)		(2,777	)		(2,057	)		(1,898	)
Change in net assets from share transactions, Class B		(1,604	)		(1,582	)		—			—
Change in net assets from share transactions, Class C		(522	)		164			—			—
Change in net assets from share transactions, Class I		(42,454	)		(31,771	)		(641	)		2,372


Increase (decrease) in net assets from share transactions		(45,993	)		(35,966	)		(2,698	)		474


Net increase (decrease) in net assets		(49,308	)		(24,246	)		(3,009	)		762

Net Assets
Beginning of period		199,081			223,327			60,114			59,352


End of period	$	149,773		$	199,081		$	57,105		$	60,114


Accumulated undistributed net investment income (loss) at end of period	$	107		$	145		$	85		$	58

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
STATEMENTS OF CHANGES IN NET ASSETS (Continued)

($ reported in thousands)


	Global Real Estate						Greater Asia ex Japan
	Securities Fund						Opportunities Fund
	Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,
	2011			2010			2011			2010
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	120		$	58		$	44		$	78
Net realized gain (loss)		167			112			381			1,429
Net change in unrealized appreciation (depreciation)		(928	)		378			(1,057	)		975


Increase (decrease) in net assets resulting from operations		(641	)		548			(632	)		2,482


From Distributions to Shareholders
Net investment income, Class A		(132	)		(136	)		(77	)		(66	)
Net investment income, Class B		—			—			—			—
Net investment income, Class C		(12	)		(16	)		—			(1	)
Net investment income, Class I		(22	)		(44	)		(2	)		(2	)
Net realized short-term gains, Class A		(57	)		(54	)		(1,159	)		(159	)
Net realized short-term gains, Class C		(6	)		(7	)		(26	)		(3	)
Net realized short-term gains, Class I		(9	)		(17	)		(26	)		(3	)
Net realized long-term gains, Class A		(27	)		(3	)		(243	)		—
Net realized long-term gains, Class C		(3	)		—	⁽¹⁾		(5	)		—
Net realized long-term gains, Class I		(4	)		(1	)		(5	)		—


Decrease in net assets from distributions to shareholders		(272	)		(278	)		(1,543	)		(234	)


From Share Transactions (See Note 5)
Change in net assets from share transactions, Class A		3,570			717			960			1,746
Change in net assets from share transactions, Class B		—			—			—			—
Change in net assets from share transactions, Class C		298			47			(158	)		224
Change in net assets from share transactions, Class I		(17	)		435			36			24


Increase (decrease) in net assets from share transactions		3,851			1,199			838			1,994


Net increase (decrease) in net assets		2,938			1,469			(1,337	)		4,242

Net Assets
Beginning of period		3,432			1,963			10,933			6,691


End of period	$	6,370		$	3,432		$	9,596		$	10,933


Accumulated undistributed net investment income (loss) at end of period	$	(76	)	$	(72	)	$	12		$	204


⁽¹⁾		Amount is less than $500.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
STATEMENTS OF CHANGES IN NET ASSETS (Continued)

($ reported in thousands)


	International
	Real Estate Securities Fund						Market Neutral Fund
	Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,
	2011			2010			2011			2010
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	1,681		$	900		$	(1,901	)	$	(2,047	)
Net realized gain (loss)		1,138			(448	)		(935	)		8,443
Net change in unrealized appreciation (depreciation)		(6,401	)		3,134			(4,875	)		(5,768	)


Increase (decrease) in net assets resulting from operations		(3,582	)		3,586			(7,711	)		628


From Distributions to Shareholders
Net investment income, Class A		(282	)		(145	)		—			—
Net investment income, Class B		—			—			—			—
Net investment income, Class C		(56	)		(35	)		—			—
Net investment income, Class I		(2,445	)		(2,179	)		—			—
Net realized short-term gains, Class A		—			—			—			—
Net realized short-term gains, Class C		—			—			—			—
Net realized short-term gains, Class I		—			—			—			—
Net realized long-term gains, Class A		—			—			(484	)		—
Net realized long-term gains, Class B		—			—			(16	)		—
Net realized long-term gains, Class C		—			—			(115	)		—
Net realized long-term gains, Class I		—			—			(1,925	)		—
Tax return of capital, Class A		—			—			—			—
Tax return of capital, Class C		—			—			—			—
Tax return of capital, Class I		—			—			—			—


Decrease in net assets from distributions to shareholders		(2,783	)		(2,359	)		(2,540	)		—


From Share Transactions (See Note 5)
Change in net assets from share transactions, Class A		1,447			(28,793	)		(8,750	)		(57,358	)
Change in net assets from share transactions, Class B		—			—			(343	)		(765	)
Change in net assets from share transactions, Class C		714			64			(1,416	)		(182	)
Change in net assets from share transactions, Class I		5,809			21,860			(34,968	)		69,968


Increase (decrease) in net assets from share transactions		7,970			(6,869	)		(45,477	)		11,663


Net increase (decrease) in net assets		1,605			(5,642	)		(55,728	)		12,291

Net Assets
Beginning of period		27,020			32,662			92,909			80,618


End of period	$	28,625		$	27,020		$	37,181		$	92,909


Accumulated undistributed net investment income (loss) at end of period	$	(691	)	$	(750	)	$	(12	)	$	(7	)

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD


																														Ratio			Ratio of Gross Expenses to Average			Ratio of Net
																														of Net			Net			Investment
	Net				Net						Dividends			Distributions						Change			Net					Net		Operating			Assets			Income
	Asset		Net		Realized			Total			from			from						in			Asset					Assets,		Expenses			(before			(Loss) to
	Value,		Investment		and			from			Net			Net						Net			Value,					End of		to Average			waivers			Average			Portfolio
	Beginning		Income		Unrealized			Investment			Investment			Realized			Total			Asset			End of		Total			Period		Net			and			Net			Turnover
	of Period		(Loss)⁽²⁾		Gain (Loss)			Operations			Income			Gains			Distributions			Value			Period		Return⁽¹⁾			(in thousands)		Assets⁽⁸⁾			reimbursements)⁽⁸⁾			Assets			Rate

Bond Fund

Class A
10/1/10 to 9/30/11	$	11.18		0.46		(0.21	)		0.25			(0.47	)		—			(0.47	)		(0.22	)	$	10.96		2.39	%	$	64,449		0.85	%		1.04	%		4.16	%		169	%
10/1/09 to 9/30/10		10.57		0.46		0.62			1.08			(0.47	)		—			(0.47	)		0.61			11.18		10.42			67,147		0.84	⁽¹⁰⁾		0.98			4.26			160	%
10/1/08 to 9/30/09		9.75		0.42		0.82			1.24			(0.42	)		—			(0.42	)		0.82			10.57		13.12			66,232		0.85			1.01			4.15			274
10/1/07 to 9/30/08		10.21		0.42		(0.45	)		(0.03	)		(0.43	)		—			(0.43	)		(0.46	)		9.75		(0.49	)		23,823		1.12	⁽⁷⁾		1.17			4.10			325
10/1/06 to 9/30/07		10.27		0.44		(0.05	)		0.39			(0.45	)		—			(0.45	)		(0.06	)		10.21		4.09			29,077		1.12			1.12			4.25			266

Class B
10/1/10 to 9/30/11	$	10.93		0.37		(0.20	)		0.17			(0.39	)		—			(0.39	)		(0.22	)	$	10.71		1.64	%	$	1,171		1.60	%		1.80	%		3.38	%		169	%
10/1/09 to 9/30/10		10.34		0.37		0.60			0.97			(0.38	)		—			(0.38	)		0.59			10.93		9.60			2,812		1.59	⁽¹⁰⁾		1.72			3.50			160
10/1/08 to 9/30/09		9.55		0.34		0.80			1.14			(0.35	)		—			(0.35	)		0.79			10.34		12.23			4,212		1.59			1.75			3.52			274
10/1/07 to 9/30/08		10.01		0.33		(0.43	)		(0.10	)		(0.36	)		—			(0.36	)		(0.46	)		9.55		(1.23	)		4,075		1.87	⁽⁷⁾		1.92			3.35			325
10/1/06 to 9/30/07		10.07		0.35		(0.04	)		0.31			(0.37	)		—			(0.37	)		(0.06	)		10.01		3.26			4,294		1.87			1.87			3.49			266

Class C
10/1/10 to 9/30/11	$	10.96		0.37		(0.19	)		0.18			(0.39	)		—			(0.39	)		(0.21	)	$	10.75		1.63	%	$	7,984		1.60	%		1.79	%		3.41	%		169	%
10/1/09 to 9/30/10		10.37		0.37		0.60			0.97			(0.38	)		—			(0.38	)		0.59			10.96		9.57			8,663		1.59	⁽¹⁰⁾		1.73			3.50			160
10/1/08 to 9/30/09		9.58		0.34		0.80			1.14			(0.35	)		—			(0.35	)		0.79			10.37		12.19			8,048		1.59			1.75			3.43			274
10/1/07 to 9/30/08		10.04		0.31		(0.41	)		(0.10	)		(0.36	)		—			(0.36	)		(0.46	)		9.58		(1.14	)		2,839		1.86	⁽⁷⁾		1.92			3.33			325
10/1/06 to 9/30/07		10.09		0.35		(0.03	)		0.32			(0.37	)		—			(0.37	)		(0.05	)		10.04		3.25			1,534		1.87			1.87			3.50			266

Class I
10/1/10 to 9/30/11	$	11.30		0.49		(0.19	)		0.30			(0.50	)		—			(0.50	)		(0.20	)	$	11.10		2.67	%	$	76,169		0.60	%		0.79	%		4.39	%		169	%
10/1/09 to 9/30/10		10.68		0.49		0.62			1.11			(0.49	)		—			(0.49	)		0.62			11.30		10.65			120,459		0.59	⁽¹⁰⁾		0.73			4.51			160
10/1/08 to 9/30/09		9.86		0.45		0.83			1.28			(0.46	)		—			(0.46	)		0.82			10.68		13.34			144,835		0.59			0.75			4.52			274
10/1/07 to 9/30/08		10.32		0.53		(0.54	)		(0.01	)		(0.45	)		—			(0.45	)		(0.46	)		9.86		(0.16	)		141,830		0.76	⁽⁷⁾		0.85			4.38			325
10/1/06 to 9/30/07		10.36		0.46		(0.02	)		0.44			(0.48	)		—			(0.48	)		(0.04	)		10.32		4.32			52,044		0.87			0.87			4.49			266

CA Tax-Exempt Bond Fund

Class A
10/1/10 to 9/30/11	$	12.34		0.48		(0.04	)		0.44			(0.48	)		—			(0.48	)		(0.04	)	$	12.30		3.75	%	$	29,688		0.85	%		1.05	%		4.04	%		12	%
10/1/09 to 9/30/10		12.29		0.48		0.04			0.52			(0.47	)		—			(0.47	)		0.05			12.34		4.43			31,945		0.85			1.03			3.94			10
10/1/08 to 9/30/09		11.41		0.47		0.90			1.37			(0.48	)		(0.01	)		(0.49	)		0.88			12.29		12.31			33,728		0.85			1.02			4.10			8
10/1/07 to 9/30/08		12.09		0.46		(0.68	)		(0.22	)		(0.46	)		—			(0.46	)		(0.68	)		11.41		(1.94	)		34,197		0.85			1.01			3.82			10
5/1/07 to 9/30/07		12.26		0.19		(0.17	)		0.02			(0.18	)		(0.01	)		(0.19	)		(0.17	)		12.09		0.18	⁽⁴⁾		39,094		0.88	⁽³⁾		1.05	⁽³⁾		3.74	⁽³⁾		4	⁽⁴⁾
5/1/06 to 4/30/07		12.19		0.47		0.18			0.65			(0.48	)		(0.10	)		(0.58	)		0.07			12.26		5.40			42,243		0.87			1.10			3.81			19

The footnote legend is at the end of the financial highlights.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD


																																		Ratio of
																																		Gross
																																		Expenses			Ratio of
																															Ratio			to Average			Net
																															of Net			Net			Investment
	Net					Net						Dividends			Distributions						Change			Net					Net		Operating			Assets			Income
	Asset		Net			Realized			Total			from			from						in			Asset					Assets,		Expenses			(before			(Loss) to
	Value,		Investment			and			from			Net			Net						Net			Value,					End of		to Average			waivers			Average			Portfolio
	Beginning		Income			Unrealized			Investment			Investment			Realized			Total			Asset			End of		Total			Period		Net			and			Net			Turnover
	of Period		(Loss)⁽²⁾			Gain (Loss)			Operations			Income			Gains			Distributions			Value			Period		Return⁽¹⁾			(in thousands)		Assets⁽⁸⁾			reimbursements⁽⁸⁾			Assets			Rate

CA Tax-Exempt Bond Fund (Continued)

Class I
10/1/10 to 9/30/11	$	12.33		0.51			(0.04	)		0.47			(0.51	)		—			(0.51	)		(0.04	)	$	12.29		4.01	%	$	27,417		0.60	%		0.80	%		4.29	%		12	%
10/1/09 to 9/30/10		12.28		0.51			0.04			0.55			(0.50	)		—			(0.50	)		0.05			12.33		4.69			28,169		0.60			0.78			4.19			10
10/1/08 to 9/30/09		11.41		0.50			0.88			1.38			(0.50	)		(0.01	)		(0.51	)		0.87			12.28		12.50			25,624		0.60			0.77			4.35			8
10/1/07 to 9/30/08		12.08		0.49			(0.67	)		(0.18	)		(0.49	)		—			(0.49	)		(0.67	)		11.41		(1.61	)		27,893		0.60			0.76			4.07			10
5/1/07 to 9/30/07		12.25		0.20			(0.17	)		0.03			(0.19	)		(0.01	)		(0.20	)		(0.17	)		12.08		0.30	⁽⁴⁾		28,277		0.64	⁽³⁾		0.80	⁽³⁾		3.99	⁽³⁾		4	⁽⁴⁾
9/29/06⁽⁶⁾ to 4/30/07		12.43		0.28			(0.06	)		0.22			(0.30	)		(0.10	)		(0.40	)		(0.18	)		12.25		1.79	⁽⁴⁾		28,952		0.64	⁽³⁾		0.79	⁽³⁾		3.90	⁽³⁾		19	⁽⁴⁾

Global Commodities Stock Fund

Class A
3/15/11⁽⁶⁾ to 9/30/11	$	10.00		(0.01	)		(1.83	)		(1.84	)		—			—			—			(1.84	)	$	8.16		(18.40)	%(4)	$	204		1.65	%⁽³⁾		5.40	%⁽³⁾		(0.14	)%⁽³⁾		32	%⁽⁴⁾

Class C
3/15/11⁽⁶⁾ to 9/30/11	$	10.00		(0.05	)		(1.82	)		(1.87	)		—			—			—			(1.87	)	$	8.13		(18.70)	%(4)	$	99		2.40	%⁽³⁾		6.73	%⁽³⁾		(0.90	)%⁽³⁾		32	%⁽⁴⁾

Class I
3/15/11⁽⁶⁾ to 9/30/11	$	10.00		0.01			(1.84	)		(1.83	)		—			—			—			(1.83	)	$	8.17		(18.30)	%(4)	$	15,692		1.40	%⁽³⁾		2.92	%⁽³⁾		0.14	%⁽³⁾		32	%⁽⁴⁾

Global Infrastructure Fund

Class A
10/1/10 to 9/30/11	$	10.71		0.33			0.25			0.58			(0.32	)		—			(0.32	)		0.26		$	10.97		5.40	%	$	23,120		1.34	%		1.34	%		2.89	%		16	%
10/1/09 to 9/30/10		9.97		0.26			0.77			1.03			(0.29	)		—			(0.29	)		0.74			10.71		10.48			24,794		1.33			1.33			2.51			22
10/1/08 to 9/30/09		10.91		0.31			(0.87	)		(0.56	)		(0.30	)		(0.08	)		(0.38	)		(0.94	)		9.97		(4.76	)		77,049		1.31			1.33			3.50			46
10/1/07 to 9/30/08		13.70		0.31			(2.31	)		(2.00	)		(0.28	)		(0.51	)		(0.79	)		(2.79	)		10.91		(15.63	)		75,664		1.15			1.22			2.39			60
5/1/07 to 9/30/07		13.66		0.18			0.23			0.41			(0.23	)		(0.14	)		(0.37	)		0.04			13.70		3.02	⁽⁴⁾		57,938		1.19	⁽³⁾		1.25	⁽³⁾		3.23	⁽³⁾		29	⁽⁴⁾
5/1/06 to 4/30/07		10.60		0.44			3.03			3.47			(0.41	)		—			(0.41	)		3.06			13.66		33.74			51,190		1.17			1.40			3.64			21

Class C
10/1/10 to 9/30/11	$	10.69		0.24			0.26			0.50			(0.24	)		—			(0.24	)		0.26		$	10.95		4.51	%	$	6,138		2.09	%		2.09	%		2.11	%		16	%
10/1/09 to 9/30/10		9.95		0.20			0.75			0.95			(0.21	)		—			(0.21	)		0.74			10.69		9.70			7,160		2.10			2.10			1.98			22
10/1/08 to 9/30/09		10.89		0.26			(0.89	)		(0.63	)		(0.23	)		(0.08	)		(0.31	)		(0.94	)		9.95		(5.49	)		6,188		2.09			2.10			2.85			46
10/1/07 to 9/30/08		13.66		0.23			(2.31	)		(2.08	)		(0.18	)		(0.51	)		(0.69	)		(2.77	)		10.89		(16.18	)		1,856		1.90			1.97			1.72			60
5/1/07 to 9/30/07		13.62		0.14			0.22			0.36			(0.18	)		(0.14	)		(0.32	)		0.04			13.66		2.72	⁽⁴⁾		1,964		1.95	⁽³⁾		2.00	⁽³⁾		2.47	⁽³⁾		29	⁽⁴⁾
5/1/06 to 4/30/07		10.57		0.37			3.01			3.38			(0.33	)		—			(0.33	)		3.05			13.62		32.55			1,769		1.91			2.19			3.11			21

The footnote legend is at the end of the financial highlights.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD


																																		Ratio of
																																		Gross
																																		Expenses			Ratio of
																															Ratio			to Average			Net
																															of Net			Net			Investment
	Net					Net						Dividends			Distributions						Change			Net					Net		Operating			Assets			Income
	Asset		Net			Realized			Total			from			from						in			Asset					Assets,		Expenses			(before			(Loss) to
	Value,		Investment			and			from			Net			Net						Net			Value,					End of		to Average			waivers			Average			Portfolio
	Beginning		Income			Unrealized			Investment			Investment			Realized			Total			Asset			End of		Total			Period		Net			and			Net			Turnover
	of Period		(Loss)⁽²⁾			Gain (Loss)			Operations			Income			Gains			Distributions			Value			Period		Return⁽¹⁾			(in thousands)		Assets⁽⁸⁾			reimbursements)⁽⁸⁾			Assets			Rate

Global Infrastructure Fund (Continued)

Class I
10/1/10 to 9/30/11	$	10.72		0.36			0.24			0.60			(0.35	)		—			(0.35	)		0.25		$	10.97		5.56	%	$	33,865		1.09	%		1.09	%		3.16	%		16	%
10/1/09 to 9/30/10		9.96		0.31			0.76			1.07			(0.31	)		—			(0.31	)		0.76			10.72		10.96			37,094		1.10			1.10			3.04			22
10/1/08 to 9/30/09		10.90		0.34			(0.87	)		(0.53	)		(0.33	)		(0.08	)		(0.41	)		(0.94	)		9.96		(4.54	)		344		1.09			1.10			3.80			46
6/6/08⁽⁶⁾to 9/30/08		13.41		0.07			(2.40	)		(2.33	)		(0.18	)		—			(0.18	)		(2.51	)		10.90		(17.51	)⁽⁴⁾		82		0.90	⁽³⁾		1.01	⁽³⁾		1.83	⁽³⁾		60	⁽⁴⁾

Global Opportunities Fund

Class A
10/1/10 to 9/30/11	$	7.79		0.05			0.15			0.20			(0.08	)		—			(0.08	)		0.12		$	7.91		2.54	%	$	54,916		1.55	%		1.67	%		0.65	%		56	%
10/1/09 to 9/30/10		6.67		0.09			1.11			1.20			(0.08	)		—			(0.08	)		1.12			7.79		18.09			59,088		1.57	⁽⁷⁾		1.66			1.21			78
10/1/08 to 9/30/09		7.82		0.07			(1.14	)		(1.07	)		(0.08	)		—			(0.08	)		(1.15	)		6.67		(13.53	)		53,644		1.86			1.86			1.16			168
10/1/07 to 9/30/08		11.59		0.13			(3.59	)		(3.46	)		(0.09	)		(0.22	)		(0.31	)		(3.77	)		7.82		(30.50	)		73,003		1.65			1.65			1.31			62
7/1/07 to 9/30/07		12.15		0.02			0.20			0.22			(0.08	)		(0.70	)		(0.78	)		(0.56	)		11.59		1.93	⁽⁴⁾		116,983		1.60	⁽³⁾		1.60	⁽³⁾		0.59	⁽³⁾		15	⁽⁴⁾
7/1/06 to 6/30/07		9.86		0.11			2.30			2.41			(0.12	)		—			(0.12	)		2.29			12.15		24.61			117,709		1.61			1.64			1.01			74

Class B
10/1/10 to 9/30/11	$	6.97		(0.01	)		0.13			0.12			(0.03	)		—			(0.03	)		0.09		$	7.06		1.76	%	$	915		2.30	%		2.42	%		(0.14	)%		56	%
10/1/09 to 9/30/10		6.00		0.03			0.99			1.02			(0.05	)		—			(0.05	)		0.97			6.97		17.09			1,294		2.32	⁽⁷⁾		2.41			0.43			78
10/1/08 to 9/30/09		7.06		0.02			(1.02	)		(1.00	)		(0.06	)		—			(0.06	)		(1.06	)		6.00		(14.10	)		1,369		2.61			2.61			0.35			168
10/1/07 to 9/30/08		10.48		0.04			(3.22	)		(3.18	)		(0.02	)		(0.22	)		(0.24	)		(3.42	)		7.06		(30.93	)		2,379		2.39			2.39			0.49			62
7/1/07 to 9/30/07		11.04		—	⁽⁵⁾		0.18			0.18			(0.04	)		(0.70	)		(0.74	)		(0.56	)		10.48		1.65	⁽⁴⁾		4,945		2.35	⁽³⁾		2.35	⁽³⁾		(0.15	)⁽³⁾		15	⁽⁴⁾
7/1/06 to 6/30/07		8.98		0.02			2.10			2.12			(0.06	)		—			(0.06	)		2.06			11.04		23.76			5,074		2.36			2.39			0.22			74

Class C
10/1/10 to 9/30/11	$	6.93		(0.01	)		0.13			0.12			(0.03	)		—			(0.03	)		0.09		$	7.02		1.77	%	$	813		2.30	%		2.42	%		(0.11	)%		56	%
10/1/09 to 9/30/10		5.97		0.03			0.98			1.01			(0.05	)		—			(0.05	)		0.96			6.93		17.01			806		2.32	⁽⁷⁾		2.41			0.48			78
10/1/08 to 9/30/09		7.03		0.02			(1.02	)		(1.00	)		(0.06	)		—			(0.06	)		(1.06	)		5.97		(14.16	)		776		2.62			2.62			0.37			168
10/1/07 to 9/30/08		10.44		0.05			(3.22	)		(3.17	)		(0.02	)		(0.22	)		(0.24	)		(3.41	)		7.03		(30.95	)		1,149		2.40			2.40			0.55			62
7/1/07 to 9/30/07		11.01		—	⁽⁵⁾		0.17			0.17			(0.04	)		(0.70	)		(0.74	)		(0.57	)		10.44		1.67	⁽⁴⁾		1,857		2.35	⁽³⁾		2.35	⁽³⁾		(0.15	)⁽³⁾		15	⁽⁴⁾
7/1/06 to 6/30/07		8.95		0.02			2.10			2.12			(0.06	)		—			(0.06	)		2.06			11.01		23.74			1,838		2.36			2.38			0.23			74

The footnote legend is at the end of the financial highlights.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD


																																		Ratio of
																																		Gross
																																		Expenses			Ratio of
																															Ratio			to Average			Net
																															of Net			Net			Investment
	Net					Net						Dividends			Distributions						Change			Net					Net		Operating			Assets			Income
	Asset		Net			Realized			Total			from			from						in			Asset					Assets,		Expenses			(before			(Loss) to
	Value,		Investment			and			from			Net			Net						Net			Value,					End of		to Average			waivers			Average			Portfolio
	Beginning		Income			Unrealized			Investment			Investment			Realized			Total			Asset			End of		Total			Period		Net			and			Net			Turnover
	of Period		(Loss)⁽²⁾			Gain (Loss)			Operations			Income			Gains			Distributions			Value			Period		Return⁽¹⁾			(in thousands)		Assets⁽⁸⁾			reimbursements)⁽⁸⁾			Assets			Rate

Global Real Estate Securities Fund

Class A
10/1/10 to 9/30/11	$	19.84		0.50			(0.90	)		(0.40	)		(1.01	)		(0.65	)		(1.66	)		(2.06	)	$	17.78		(2.57	)%	$	5,275		1.40	%		3.16	%		2.48	%		41	%
10/1/09 to 9/30/10		18.33		0.40			3.31			3.71			(1.55	)		(0.65	)		(2.20	)		1.51			19.84		22.42			2,492		1.40			4.07			2.21			28
3/2/09⁽⁶⁾to 9/30/09		10.00		0.30			8.03			8.33			—			—			—			8.33			18.33		83.30	⁽⁴⁾		1,586		1.40	⁽³⁾		9.62	⁽³⁾		3.68	⁽³⁾		29	⁽⁴⁾

Class C
10/1/10 to 9/30/11	$	19.67		0.35			(0.88	)		(0.53	)		(0.84	)		(0.65	)		(1.49	)		(2.02	)	$	17.65		(3.25	)%	$	486		2.15	%		3.91	%		1.73	%		41	%
10/1/09 to 9/30/10		18.25		0.27			3.29			3.56			(1.49	)		(0.65	)		(2.14	)		1.42			19.67		21.55			262		2.15			4.83			1.50			28
3/2/09⁽⁶⁾to 9/30/09		10.00		0.24			8.01			8.25			—			—			—			8.25			18.25		82.50	⁽⁴⁾		194		2.15	⁽³⁾		10.45	⁽³⁾		2.94	⁽³⁾		29	⁽⁴⁾

Class I
10/1/10 to 9/30/11	$	19.91		0.63			(0.97	)		(0.34	)		(1.07	)		(0.65	)		(1.72	)		(2.06	)	$	17.85		(2.26	)%	$	609		1.15	%		2.92	%		3.07	%		41	%
10/1/09 to 9/30/10		18.36		0.47			3.30			3.77			(1.57	)		(0.65	)		(2.22	)		1.55			19.91		22.77			678		1.15			3.90			2.63			28
3/2/09⁽⁶⁾to 9/30/09		10.00		0.32			8.04			8.36			—			—			—			8.36			18.36		83.60	⁽⁴⁾		183		1.15	⁽³⁾		6.04	⁽³⁾		3.93	⁽³⁾		29	⁽⁴⁾

Greater Asia ex Japan Opportunities Fund

Class A
10/1/10 to 9/30/11	$	16.89		0.06			(1.09	)		(1.03	)		(0.10	)		(1.83	)		(1.93	)		(2.96	)	$	13.93		(6.88	)%	$	9,125		1.80	%		3.06	%		0.39	%		60	%
10/1/09 to 9/30/10		13.01		0.14			4.19			4.33			(0.13	)		(0.32	)		(0.45	)		3.88			16.89		34.27			10,305		1.80			3.05			1.00			78
4/21/09⁽⁶⁾to 9/30/09		10.00		0.10			2.91			3.01			—			—			—			3.01			13.01		30.10	⁽⁴⁾		6,431		1.80	⁽³⁾		3.78	⁽³⁾		1.88	⁽³⁾		26	⁽⁴⁾

Class C
10/1/10 to 9/30/11	$	16.77		(0.07	)		(1.08	)		(1.15	)		—			(1.83	)		(1.83	)		(2.98	)	$	13.79		(7.61	)%	$	223		2.55	%		3.81	%		(0.47	)%		60	%
10/1/09 to 9/30/10		12.96		0.07			4.16			4.23			(0.10	)		(0.32	)		(0.42	)		3.81			16.77		33.39			430		2.55			3.83			0.46			78
4/21/09⁽⁶⁾to 9/30/09		10.00		0.06			2.90			2.96			—			—			—			2.96			12.96		29.60	⁽⁴⁾		130		2.55	⁽³⁾		4.54	⁽³⁾		1.12	⁽³⁾		26	⁽⁴⁾

Class I
10/1/10 to 9/30/11	$	16.94		0.08			(1.06	)		(0.98	)		(0.14	)		(1.83	)		(1.97	)		(2.95	)	$	13.99		(6.57	)%	$	248		1.55	%		2.78	%		0.50	%		60	%
10/1/09 to 9/30/10		13.02		0.18			4.21			4.39			(0.15	)		(0.32	)		(0.47	)		3.92			16.94		34.69			198		1.55			2.80			1.25			78
4/21/09⁽⁶⁾to 9/30/09		10.00		0.11			2.91			3.02			—			—			—			3.02			13.02		30.20	⁽⁴⁾		130		1.55	⁽³⁾		3.54	⁽³⁾		2.11	⁽³⁾		26	⁽⁴⁾

Greater European Opportunities Fund

Class A
10/1/10 to 9/30/11	$	13.56		0.17			(0.36	)		(0.19	)		(0.29	)		(1.28	)		(1.57	)		(1.76	)	$	11.80		(2.09	)%	$	4,571		1.45	%		3.03	%		1.26	%		46	%
10/1/09 to 9/30/10		12.97		0.21			0.95			1.16			(0.15	)		(0.42	)		(0.57	)		0.59			13.56		9.14			4,629		1.45			2.75			1.60			48
4/21/09⁽⁶⁾to 9/30/09		10.00		0.12			2.85			2.97			—			—			—			2.97			12.97		29.70	⁽⁴⁾		6,236		1.45	⁽³⁾		3.60	⁽³⁾		2.38	⁽³⁾		14	⁽⁴⁾

Class C
10/1/10 to 9/30/11	$	13.45		0.07			(0.36	)		(0.29	)		(0.19	)		(1.28	)		(1.47	)		(1.76	)	$	11.69		(2.77	)%	$	144		2.20	%		3.78	%		0.53	%		46	%
10/1/09 to 9/30/10		12.93		0.07			0.98			1.05			(0.11	)		(0.42	)		(0.53	)		0.52			13.45		8.28			142		2.20			3.50			0.56			48
4/21/09⁽⁶⁾to 9/30/09		10.00		0.07			2.86			2.93			—			—			—			2.93			12.93		29.30	⁽⁴⁾		196		2.20	⁽³⁾		4.27	⁽³⁾		1.31	⁽³⁾		14	⁽⁴⁾

The footnote legend is at the end of the financial highlights.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD


																																	Ratio of
																																	Gross
																																	Expenses			Ratio of
																														Ratio			to Average			Net
																												Net		of Net			Net			Investment
	Net				Net						Dividends			Distributions						Change			Net					Assets,		Operating			Assets			Income
	Asset		Net		Realized			Total			from			from						in			Asset					End of		Expenses			(before			(Loss) to
	Value,		Investment		and			from			Net			Net						Net			Value,					Period		to Average			waivers			Average			Portfolio
	Beginning		Income		Unrealized			Investment			Investment			Realized			Total			Asset			End of		Total			(in		Net			and			Net			Turnover
	of Period		(Loss)⁽²⁾		Gain (Loss)			Operations			Income			Gains			Distributions			Value			Period		Return ⁽¹⁾			thousands)		Assets⁽⁸⁾			reimbursements)⁽⁸⁾			Assets			Rate

Greater European Opportunities Fund (Continued)

Class I
10/1/10 to 9/30/11	$	13.60		0.17		(0.34	)		(0.17	)		(0.32	)		(1.28	)		(1.60	)		(1.77	)	$	11.83		(1.84	)%	$	206		1.20	%		2.78	%		1.33	%		46	%
10/1/09 to 9/30/10		12.98		0.24		0.96			1.20			(0.16	)		(0.42	)		(0.58	)		0.62			13.60		9.48			142		1.20			2.56			1.83			48
4/21/09⁽⁶⁾to 9/30/09		10.00		0.14		2.84			2.98			—			—			—			2.98			12.98		29.80	⁽⁴⁾		130		1.20	⁽³⁾		3.34	⁽³⁾		2.63	⁽³⁾		14	⁽⁴⁾

High Yield Fund

Class A
10/1/10 to 9/30/11	$	4.17		0.29		(0.32	)		(0.03	)		(0.29	)		—			(0.29	)		(0.32	)	$	3.85		(0.82	)%	$	86,530		1.21	%⁽⁷⁾		1.35	%		6.93	%		106	%
10/1/09 to 9/30/10		3.89		0.31		0.28			0.59			(0.31	)		—			(0.31	)		0.28			4.17		15.43			101,326		1.35			1.35	⁽³⁾		7.69			92
10/1/08 to 9/30/09		3.98		0.31		(0.08	)		0.23			(0.32	)		—			(0.32	)		(0.09	)		3.89		7.02			90,560		1.37			1.37			8.88			134
10/1/07 to 9/30/08		4.89		0.34		(0.90	)		(0.56	)		(0.35	)		—			(0.35	)		(0.91	)		3.98		(12.10	)		92,907		1.34			1.34			7.41			100
11/1/06 to 9/30/07		4.91		0.30		(0.01	)		0.29			(0.31	)		—			(0.31	)		(0.02	)		4.89		6.06	⁽⁴⁾		125,200		1.39	⁽³⁾		1.39	⁽³⁾		6.59	⁽³⁾		102	⁽⁴⁾
11/1/05 to 10/31/06		4.88		0.31		0.05			0.36			(0.33	)		—			(0.33	)		0.03			4.91		7.52			132,408		1.37			1.37			6.25			161

Class B
10/1/10 to 9/30/11	$	4.08		0.25		(0.31	)		(0.06	)		(0.25	)		—			(0.25	)		(0.31	)	$	3.77		(1.66	)%	$	404		1.96	%⁽⁷⁾		2.10	%		6.17	%		106	%
10/1/09 to 9/30/10		3.82		0.27		0.27			0.54			(0.28	)		—			(0.28	)		0.26			4.08		14.65			663		2.10			2.10	⁽³⁾		6.95			92
10/1/08 to 9/30/09		3.92		0.28		(0.09	)		0.19			(0.29	)		—			(0.29	)		(0.10	)		3.82		6.13			1,019		2.12			2.12			8.21			134
10/1/07 to 9/30/08		4.81		0.30		(0.88	)		(0.58	)		(0.31	)		—			(0.31	)		(0.89	)		3.92		(12.59	)		1,366		2.08			2.08			6.63			100
11/1/06 to 9/30/07		4.84		0.26		(0.01	)		0.25			(0.28	)		—			(0.28	)		(0.03	)		4.81		5.22	⁽⁴⁾		2,597		2.13	⁽³⁾		2.13	⁽³⁾		5.78	⁽³⁾		102	⁽⁴⁾
11/1/05 to 10/31/06		4.81		0.26		0.06			0.32			(0.29	)		—			(0.29	)		0.03			4.84		6.83			4,595		2.12			2.12			5.46			161

Class C
10/1/10 to 9/30/11	$	4.11		0.25		(0.31	)		(0.06	)		(0.25	)		—			(0.25	)		(0.31	)	$	3.80		(1.65	)%	$	2,028		1.95	%⁽⁷⁾		2.10	%		6.18	%		106	%
10/1/09 to 9/30/10		3.85		0.27		0.27			0.54			(0.28	)		—			(0.28	)		0.26			4.11		14.53			2,119		2.10			2.10	⁽³⁾		6.93			92
10/1/08 to 9/30/09		3.94		0.28		(0.08	)		0.20			(0.29	)		—			(0.29	)		(0.09	)		3.85		6.36			1,585		2.12			2.12			8.06			134
10/1/07 to 9/30/08		4.84		0.30		(0.89	)		(0.59	)		(0.31	)		—			(0.31	)		(0.90	)		3.94		(12.72	)		1,465		2.09			2.09			6.66			100
11/1/06 to 9/30/07		4.87		0.26		(0.01	)		0.25			(0.28	)		—			(0.28	)		(0.03	)		4.84		5.20	⁽⁴⁾		2,081		2.14	⁽³⁾		2.14	⁽³⁾		5.89	⁽³⁾		102	⁽⁴⁾
11/1/05 to 10/31/06		4.84		0.27		0.05			0.32			(0.29	)		—			(0.29	)		0.03			4.87		6.80			1,585		2.12			2.12			5.48			161

The footnote legend is at the end of the financial highlights.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD


																																	Ratio of
																																	Gross
																																	Expenses			Ratio of
																														Ratio			to Average			Net
																												Net		of Net			Net			Investment
	Net					Net						Dividends			Distributions					Change			Net					Assets,		Operating			Assets			Income
	Asset		Net			Realized			Total			from			from					in			Asset					End of		Expenses			(before			(Loss) to
	Value,		Investment			and			from			Net			Net					Net			Value,					Period		to Average			waivers			Average			Portfolio
	Beginning		Income			Unrealized			Investment			Investment			Realized		Total			Asset			End of		Total			(in		Net			and			Net			Turnover
	of Period		(Loss)⁽²⁾			Gain (Loss)			Operations			Income			Gains		Distributions			Value			Period		Return⁽¹⁾			thousands)		Assets⁽⁸⁾			reimbursements)⁽⁸⁾			Assets			Rate

International Equity Fund

Class A
10/1/10 to 9/30/11	$	10.17		0.29			(0.57	)		(0.28	)		(0.10	)		—		(0.10	)		(0.38	)	$	9.79		(2.85	)%	$	952		1.50	%		2.11	%		2.73	%		65	%
9/16/10⁽⁶⁾to 9/30/10		10.00		—	⁽⁵⁾		0.17			0.17			—			—		—			0.17			10.17		1.70	⁽⁴⁾		102		1.50	⁽³⁾		19.64	⁽³⁾		1.36	⁽³⁾		—	⁽⁴⁾

Class C
10/1/10 to 9/30/11	$	10.16		0.18			(0.53	)		(0.35	)		(0.05	)		—		(0.05	)		(0.40	)	$	9.76		(3.58	)%	$	98		2.25	%		3.15	%		1.70	%		65	%
9/16/10⁽⁶⁾to 9/30/10		10.00		—	⁽⁵⁾		0.16			0.16			—			—		—			0.16			10.16		1.60	⁽⁴⁾		102		2.25	⁽³⁾		20.39	⁽³⁾		0.61	⁽³⁾		—	⁽⁴⁾

Class I
10/1/10 to 9/30/11	$	10.18		0.34			(0.60	)		(0.26	)		(0.12	)		—		(0.12	)		(0.38	)	$	9.80		(2.62	)%	$	17,689		1.25	%		1.88	%		3.16	%		65	%
9/16/10⁽⁶⁾to 9/30/10		10.00		0.01			0.17			0.18			—			—		—			0.18			10.18		1.70	⁽⁴⁾		7,068		1.25	⁽³⁾		19.39	⁽³⁾		1.62	⁽³⁾		—	⁽⁴⁾

International Real Estate Securities Fund

Class A
10/1/10 to 9/30/11	$	6.30		0.31			(0.69	)		(0.38	)		(0.69	)		—		(0.69	)		(1.07	)	$	5.23		(7.15	)%	$	3,243		1.50	%		1.77	%		5.03	%		41	%
10/1/09 to 9/30/10		6.00		0.13			0.65			0.78			(0.48	)		—		(0.48	)		0.30			6.30		14.44			2,474		1.50			1.70			2.21			20
10/1/08 to 9/30/09		6.72		0.21			(0.66	)		(0.45	)		(0.27	)		—		(0.27	)		(0.72	)		6.00		(5.59	)		32,178		1.50			1.66			4.71			54
10/1/07⁽⁶⁾to 9/30/08		10.00		0.21			(3.32	)		(3.11	)		(0.17	)		—		(0.17	)		(3.28	)		6.72		(31.46	)		60,907		1.50			2.11			2.74			8

Class C
10/1/10 to 9/30/11	$	6.26		0.24			(0.67	)		(0.43	)		(0.63	)		—		(0.63	)		(1.06	)	$	5.20		(7.90	)%	$	962		2.25	%		2.52	%		3.91	%		41	%
10/1/09 to 9/30/10		6.00		0.13			0.61			0.74			(0.48	)		—		(0.48	)		0.26			6.26		13.73			494		2.25			2.51			2.28			20
10/1/08 to 9/30/09		6.70		0.19			(0.67	)		(0.48	)		(0.22	)		—		(0.22	)		(0.70	)		6.00		(6.30	)		413		2.25			2.40			4.21			54
10/1/07⁽⁶⁾to 9/30/08		10.00		0.20			(3.38	)		(3.18	)		(0.12	)		—		(0.12	)		(3.30	)		6.70		(32.09	)		141		2.23			3.00			2.52			8

Class I
10/1/10 to 9/30/11	$	6.31		0.35			(0.72	)		(0.37	)		(0.71	)		—		(0.71	)		(1.08	)	$	5.23		(7.04	)%	$	24,420		1.25	%		1.52	%		5.65	%		41	%
10/1/09 to 9/30/10		5.99		0.19			0.61			0.80			(0.48	)		—		(0.48	)		0.32			6.31		14.83			24,052		1.25			1.51	⁽³⁾		3.31			20
10/1/08 to 9/30/09		6.72		0.23			(0.67	)		(0.44	)		(0.29	)		—		(0.29	)		(0.73	)		5.99		(5.43	)		71		1.25			1.41			4.87			54
10/1/07⁽⁶⁾to 9/30/08		10.00		0.25			(3.35	)		(3.10	)		(0.18	)		—		(0.18	)		(3.28	)		6.72		(31.32	)		69		1.24			2.16			3.00			8

The footnote legend is at the end of the financial highlights.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD


																															Ratio of			Ratio of			Ratio of
																															Expenses			Expenses			Expenses
																															(excluding			(including			(including
																															dividends			dividends			dividends
																															and interest			and interest			and interest			Ratio of
																															on short sales			on short sales			on short sales			Net
																													Net		after expense			after expense			before expense			Investment
	Net					Net						Dividends			Distributions						Change			Net					Assets,		waivers and			waivers and			waivers and			Income
	Asset		Net			Realized			Total			from			from						in			Asset					End of		reimbursements)⁽⁸⁾			reimbursements)⁽⁸⁾			reimbursements)⁽⁸⁾			(Loss) to
	Value,		Investment			and			from			Net			Net						Net			Value,					Period		to Average			to Average			to Average			Average			Portfolio
	Beginning		Income			Unrealized			Investment			Investment			Realized			Total			Asset			End of		Total			(in		Net			Net			Net			Net			Turnover
	of Period		(Loss)⁽²⁾			Gain (Loss)			Operations			Income			Gains			Distributions			Value			Period		Return ⁽¹⁾			thousands)		Assets			Assets			Assets			Assets			Rate

Market Neutral Fund

Class A
10/1/10 to 9/30/11	$	10.57		(0.28	)		(0.91	)		(1.19	)		—			(0.29	)		(0.29	)		(1.48	)	$	9.09		(11.59	)%	$	6,615		1.90	%		4.35	%		4.65	%		(2.79	)%		186	%
10/1/09 to 9/30/10		10.50		(0.25	)		0.32			0.07			—			—			—			0.07			10.57		0.67			17,556		1.82	⁽⁷⁾		3.76	⁽⁷⁾		4.04			(2.33	)		155
10/1/08 to 9/30/09		9.81		(0.01	)		0.70			0.69			—			—			—			0.69			10.50		7.03			74,749		1.77			4.04			4.23			(0.08	)		253
10/1/07 to 9/30/08		10.53		(0.09	)		(0.47	)		(0.56	)		(0.16	)		—			(0.16	)		(0.72	)		9.81		(5.36	)		119,387		1.81			3.49			3.84			(0.85	)		285
11/1/06 to 9/30/07		11.19		0.14			(0.58	)		(0.44	)		(0.22	)		—			(0.22	)		(0.66	)		10.53		(3.86	)⁽⁴⁾		54,630		1.91	⁽³⁾		3.56	⁽³⁾		3.95	⁽³⁾		1.45	⁽³⁾		394	⁽⁴⁾
11/1/05 to 10/31/06		11.87		0.12			(0.80	)		(0.68	)		—			—			—			(0.68	)		11.19		(5.81	)		89,054		2.19			3.63			3.63			1.04			285

Class B
10/1/10 to 9/30/11	$	10.04		(0.33	)		(0.88	)		(1.21	)		—			(0.29	)		(0.29	)		(1.50	)	$	8.54		(12.42	)%	$	260		2.65	%		5.02	%		5.32	%		(3.49	)%		186	%
10/1/09 to 9/30/10		10.06		(0.32	)		0.30			(0.02	)		—			—			—			(0.02	)		10.04		(0.20	)		670		2.60	⁽⁷⁾		4.55	⁽⁷⁾		4.83			(3.15	)		155
10/1/08 to 9/30/09		9.47		(0.08	)		0.67			0.59			—			—			—			0.59			10.06		6.23			1,435		2.52			4.83			5.02			(0.79	)		253
10/1/07 to 9/30/08		10.17		(0.12	)		(0.49	)		(0.61	)		(0.09	)		—			(0.09	)		(0.70	)		9.47		(6.04	)		1,678		2.55			4.19			4.55			(1.19	)		285
11/1/06 to 9/30/07		10.80		0.08			(0.57	)		(0.49	)		(0.14	)		—			(0.14	)		(0.63	)		10.17		(4.64	)⁽⁴⁾		2,651		2.67	⁽³⁾		4.22	⁽³⁾		4.63	⁽³⁾		0.82	⁽³⁾		394	⁽⁴⁾
11/1/05 to 10/31/06		11.55		0.02			(0.77	)		(0.75	)		—			—			—			(0.75	)		10.80		(6.41	)		4,338		2.91			4.39			4.39			0.22			285

Class C
10/1/10 to 9/30/11	$	10.00		(0.33	)		(0.86	)		(1.19	)		—			(0.29	)		(0.29	)		(1.48	)	$	8.52		(12.26	)%	$	2,330		2.65	%		5.07	%		5.38	%		(3.50	)%		186	%
10/1/09 to 9/30/10		10.02		(0.32	)		0.30			(0.02	)		—			—			—			(0.02	)		10.00		(0.20	)		4,249		2.62	⁽⁷⁾		4.62	⁽⁷⁾		4.90			(3.17	)		155
10/1/08 to 9/30/09		9.43		(0.07	)		0.66			0.59			—			—			—			0.59			10.02		6.26			4,434		2.52			4.84			5.03			(0.77	)		253
10/1/07 to 9/30/08		10.12		(0.12	)		(0.49	)		(0.61	)		(0.08	)		—			(0.08	)		(0.69	)		9.43		(6.04	)		4,983		2.55			4.19			4.55			(1.21	)		285
11/1/06 to 9/30/07		10.75		0.07			(0.56	)		(0.49	)		(0.14	)		—			(0.14	)		(0.63	)		10.12		(4.57	)⁽⁴⁾		7,187		2.68	⁽³⁾		4.27	⁽³⁾		4.68	⁽³⁾		0.76	⁽³⁾		394	⁽⁴⁾
11/1/05 to 10/31/06		11.49		0.02			(0.76	)		(0.74	)		—			—			—			(0.74	)		10.75		(6.44	)		18,377		2.92			4.41			4.41			0.19			285

Class I
10/1/10 to 9/30/11	$	10.58		(0.25	)		(0.92	)		(1.17	)		—			(0.29	)		(0.29	)		(1.46	)	$	9.12		(11.47	)%	$	27,976		1.65	%		4.03	%		4.33	%		(2.48	)%		186	%
10/1/09⁽⁶⁾to 9/30/10		10.49		(0.23	)		0.32			0.09			—			—			—			0.09			10.58		0.95	⁽⁴⁾		70,434		1.64	⁽³⁾⁽⁷⁾		3.69	⁽³⁾⁽⁷⁾		3.97	⁽³⁾		(2.20	)⁽³⁾		155

The footnote legend is at the end of the financial highlights.

See Notes to Financial Statements

100

VIRTUS OPPORTUNITIES TRUST
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD

																																			Ratio of
																																			Net
																													Ratio			Ratio of			Investment
	Net				Net						Dividends			Distributions					Change			Net					Net		of Net			Gross			Income
	Asset		Net		Realized			Total			from			from					in			Asset					Assets,		Expenses			Expenses			to
	Value,		Investment		and			from			Net			Net					Net			Value,					End of		to Average			to Average			Average			Portfolio
	Beginning		Income		Unrealized			Investment			Investment			Realized		Total			Asset			End of		Total			Period		Net			Net			Net			Turnover
	of Period		(Loss)⁽²⁾		Gain (Loss)			Operations			Income			Gains		Distributions			Value			Period		Return⁽¹⁾			(in thousands)		Assets⁽⁸⁾			Assets⁽⁸⁾			Assets			Rate

Multi-Sector Fixed Income Fund

Class A
10/1/10 to 9/30/11	$	10.77		0.66		(0.47	)		0.19			(0.72	)		—		(0.72	)		(0.53	)	$	10.24		1.58	%	$	137,395		1.16	%		1.16	%		6.07	%		45	%
10/1/09 to 9/30/10		9.96		0.67		0.79			1.46			(0.65	)		—		(0.65	)		0.81			10.77		15.14			125,962		1.16			1.16			6.46			74
10/1/08 to 9/30/09		9.23		0.59		0.85			1.44			(0.71	)		—		(0.71	)		0.73			9.96		17.34			121,968		1.16			1.16			6.90			85
10/1/07 to 9/30/08		10.89		0.68		(1.66	)		(0.98	)		(0.68	)		—		(0.68	)		(1.66	)		9.23		(9.46	)		88,744		1.15			1.15			6.54			91
11/1/06 to 9/30/07		10.88		0.56		(0.03	)		0.53			(0.52	)		—		(0.52	)		0.01			10.89		4.95	⁽⁴⁾		113,458		1.19	⁽³⁾		1.19	⁽³⁾		5.55	⁽³⁾		92	⁽⁴⁾
11/1/05 to 10/31/06		10.63		0.59		0.21			0.80			(0.55	)		—		(0.55	)		0.25			10.88		7.74			113,362		1.17			1.17			5.52			96

Class B
10/1/10 to 9/30/11	$	10.75		0.58		(0.47	)		0.11			(0.64	)		—		(0.64	)		(0.53	)	$	10.22		0.82	%	$	10,685		1.91	%		1.91	%		5.31	%		45	%
10/1/09 to 9/30/10		9.95		0.59		0.79			1.38			(0.58	)		—		(0.58	)		0.80			10.75		14.20			13,590		1.91			1.91			5.72			74
10/1/08 to 9/30/09		9.22		0.53		0.84			1.37			(0.64	)		—		(0.64	)		0.73			9.95		16.47			13,276		1.91			1.91			6.18			85
10/1/07 to 9/30/08		10.88		0.60		(1.66	)		(1.06	)		(0.60	)		—		(0.60	)		(1.66	)		9.22		(10.16	)		11,969		1.90			1.90			5.80			91
11/1/06 to 9/30/07		10.87		0.48		(0.02	)		0.46			(0.45	)		—		(0.45	)		0.01			10.88		4.25	⁽⁴⁾		14,205		1.94	⁽³⁾		1.94	⁽³⁾		4.80	⁽³⁾		92	⁽⁴⁾
11/1/05 to 10/31/06		10.61		0.51		0.22			0.73			(0.47	)		—		(0.47	)		0.26			10.87		7.05			14,147		1.92			1.92			4.78			96

Class C
10/1/10 to 9/30/11	$	10.84		0.58		(0.47	)		0.11			(0.64	)		—		(0.64	)		(0.53	)	$	10.31		0.80	%	$	70,735		1.91	%		1.91	%		5.32	%		45	%
10/1/09 to 9/30/10		10.02		0.59		0.80			1.39			(0.57	)		—		(0.57	)		0.82			10.84		14.29			62,214		1.91			1.91			5.71			74
10/1/08 to 9/30/09		9.27		0.52		0.87			1.39			(0.64	)		—		(0.64	)		0.75			10.02		16.59			41,374		1.90			1.90			5.93			85
10/1/07 to 9/30/08		10.94		0.61		(1.68	)		(1.07	)		(0.60	)		—		(0.60	)		(1.67	)		9.27		(10.20	)		16,828		1.90			1.90			5.80			91
11/1/06 to 9/30/07		10.93		0.48		(0.02	)		0.46			(0.45	)		—		(0.45	)		0.01			10.94		4.22	⁽⁴⁾		20,677		1.94	⁽³⁾		1.94	⁽³⁾		4.81	⁽³⁾		92	⁽⁴⁾
11/1/05 to 10/31/06		10.67		0.51		0.22			0.73			(0.47	)		—		(0.47	)		0.26			10.93		7.00			17,222		1.91			1.91			4.77			96

Class I
10/1/10 to 9/30/11	$	10.76		0.69		(0.46	)		0.23			(0.75	)		—		(0.75	)		(0.52	)	$	10.24		1.93	%	$	22,408		0.91	%		0.91	%		6.32	%		45	%
10/1/09⁽⁶⁾to 9/30/10		9.95		0.70		0.79			1.49			(0.68	)		—		(0.68	)		0.81			10.76		15.41	⁽⁴⁾		7,633		0.91	⁽³⁾		0.91	⁽³⁾		6.78	⁽³⁾		74

The footnote legend is at the end of the financial highlights.

See Notes to Financial Statements

101

VIRTUS OPPORTUNITIES TRUST
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD


																																							Ratio of Net
																															Net		Ratio			Ratio of			Investment
	Net				Net						Dividends			Distributions									Change			Net					Assets,		of Net			Gross			Income
	Asset		Net		Realized			Total			from			from									in			Asset					End of		Expenses			Expenses			to
	Value,		Investment		and			from			Net			Net									Net			Value,					Period		to Average			to Average			Average			Portfolio
	Beginning		Income		Unrealized			Investment			Investment			Realized			Tax Return			Total			Asset			End of		Total			(in		Net			Net			Net			Turnover
	of Period		(Loss)⁽²⁾		Gain (Loss)			Operations			Income			Gains			of Capital			Distributions			Value			Period		Return⁽¹⁾			thousands)		Assets⁽⁸⁾			Assets⁽⁸⁾			Assets			Rate

Senior Floating Rate Fund

Class A
10/1/10 to 9/30/11	$	9.80		0.45		(0.27	)		0.18			(0.49	)		(0.07	)		(0.14	)		(0.70	)		(0.52	)	$	9.28		1.62	%	$	215,427		1.20	%⁽⁹⁾		1.19	%⁽⁹⁾		4.58	%		69	%
10/1/09 to 9/30/10		9.87		0.67		0.09			0.76			(0.64	)		(0.19	)		—			(0.83	)		(0.07	)		9.80		8.05			98,790		1.20	⁽⁹⁾		1.15	⁽⁹⁾		6.86			41
10/1/08 to 9/30/09		9.41		0.54		0.47			1.01			(0.55	)		—	⁽⁵⁾		—			(0.55	)		0.46			9.87		11.74			52,987		1.20			1.33			6.00			63
1/31/08⁽⁶⁾to 9/30/08		10.00		0.41		(0.61	)		(0.20	)		(0.39	)		—			—			(0.39	)		(0.59	)		9.41		(2.12	)⁽⁴⁾		14,349		1.20	⁽³⁾		1.80	⁽³⁾		6.25	⁽³⁾		27	⁽⁴⁾

Class C
10/1/10 to 9/30/11	$	9.81		0.36		(0.26	)		0.10			(0.41	)		(0.07	)		(0.14	)		(0.62	)		(0.52	)	$	9.29		0.85	%	$	92,623		1.95	%⁽⁹⁾		1.94	%⁽⁹⁾		3.69	%		69	%
10/1/09 to 9/30/10		9.87		0.59		0.10			0.69			(0.56	)		(0.19	)		—			(0.75	)		(0.06	)		9.81		7.35			30,116		1.95	⁽⁹⁾		1.92	⁽⁹⁾		6.02			41
10/1/08 to 9/30/09		9.41		0.44		0.51			0.95			(0.49	)		—	⁽⁵⁾		—			(0.49	)		0.46			9.87		10.94			2,740		1.95			2.05			4.82			63
1/31/08⁽⁶⁾to 9/30/08		10.00		0.37		(0.61	)		(0.24	)		(0.35	)		—			—			(0.35	)		(0.59	)		9.41		(2.59	)⁽⁴⁾		359		1.95	⁽³⁾		2.57	⁽³⁾		5.58	⁽³⁾		27	⁽⁴⁾

Class I
10/1/10 to 9/30/11	$	9.80		0.46		(0.27	)		0.19			(0.51	)		(0.07	)		(0.14	)		(0.72	)		(0.53	)	$	9.27		1.78	%	$	71,584		0.95	%⁽⁹⁾		0.93	% ⁽⁹⁾		4.67	%		69	%
10/1/09 to 9/30/10		9.86		0.64		0.15			0.79			(0.66	)		(0.19	)		—			(0.85	)		(0.06	)		9.80		8.44			32,679		0.95	⁽⁹⁾		0.89	⁽⁹⁾		6.56			41
10/1/08 to 9/30/09		9.41		0.58		0.45			1.03			(0.58	)		—	⁽⁵⁾		—			(0.58	)		0.45			9.86		11.94			394		0.95			1.13			6.54			63
1/31/08⁽⁶⁾to 9/30/08		10.00		0.43		(0.61	)		(0.18	)		(0.41	)		—			—			(0.41	)		(0.59	)		9.41		(1.96	)⁽⁴⁾		232		0.95	⁽³⁾		1.56	⁽³⁾		6.51	⁽³⁾		27	⁽⁴⁾


Footnote Legend

⁽¹⁾		Sales charges, where applicable, are not reflected in the total return calculation.

⁽²⁾		Computed using average shares outstanding.

⁽³⁾		Annualized.

⁽⁴⁾		Not annualized.

⁽⁵⁾		Amount is less than $0.005.

⁽⁶⁾		Inception date.

⁽⁷⁾		Due to a change in expense ratio, the ratio shown is a blended expense ratio.

⁽⁸⁾		The Funds will also indirectly bear their prorated share of expenses of the underlying funds in which they invest. Such expenses are not included in the calculation of this ratio.

⁽⁹⁾		See Note 3C in the Notes to Financial Statements for information on recapture of expenses previously waived.

⁽¹⁰⁾		Includes extraordinary expenses.

The footnote legend is at the end of the financial highlights.

See Notes to Financial Statements

102

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

1.		Organization

		Virtus Opportunities Trust (the “Trust”) is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as an open-end management investment company.

		As of the date of this report, 22 funds are offered for sale (each a “Fund”), of which 14 are reported in this annual report. Each Fund’s investment objective is outlined on the respective Fund’s summary page.

		All the Funds offer Class A and Class C shares with the exception of the CA Tax-Exempt Bond Fund which does not offer Class C shares. All Funds with the exception of the Global Opportunities Fund and the High Yield Fund, offer Class I shares. Class B shares are no longer available for purchase by new or existing shareholders, except for existing shareholders through Qualifying Transactions (for more information regarding Qualifying Transactions, refer to the prospectus).

		Class A shares of the Bond Fund, CA Tax-Exempt Bond Fund, High Yield Fund, Multi-Sector Fixed Income Fund and Senior Floating Rate Fund are sold with a front-end sales charge of up to 4.75% with some exceptions. Class A shares of the remaining Funds are sold with a front-end sales charge of up to 5.75% with some exceptions. Generally, Class A shares are not subject to any charges by the Funds when redeemed; however, a 0.50% — 1% contingent deferred sales charge (“CDSC”) may be imposed on certain redemptions made within a certain period following purchases on which a finder’s fee has been paid. The period for which such CDSC applies for the Funds is 18 months. The CDSC period begins on the last day of the month preceding the month in which the purchase was made.

		Class B shares were generally sold with a CDSC, which declines from 5% to zero depending on the period of time the shares are held. Class C shares are generally sold with a 1% (1.25% for the Market Neutral Fund) CDSC if redeemed within one year of purchase. Class I shares are sold without a front-end sales charge or CDSC.

		Each class of shares has identical voting, dividend, liquidation and other rights and the same terms and conditions, except that each class bears different distribution and/or service fees under a Board approved 12b-1 and/or shareholder servicing plan and has exclusive voting rights with respect to this plan. Class I shares are not subject to a 12b-1 plan. Income and other expenses and realized and unrealized gains and losses of each Fund are borne pro rata by the holders of each class of shares.

2.		Significant Accounting Policies

		The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and those differences could be significant.

	A.		Security valuation:

			Security valuation procedures for the Funds have been approved by the Board. All internally fair valued securities, referred to below, are approved by a valuation committee appointed under the direction of the Board.

			The Funds utilize a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

	•		Level 1 — quoted prices in active markets for identical securities

	•		Level 2 — prices determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

	•		Level 3 — prices determined using significant unobservable inputs (including the valuation committee’s own assumptions in determining the fair value of investments)

			A description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value on a recurring basis is as follows:

			Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded, or if no closing price is available, at the last bid price and are categorized as Level 1 in the hierarchy. Restricted equity securities and private placements that are not widely traded, are illiquid or are internally fair valued by the valuation committee, are generally categorized as Level 3 in the hierarchy.

			Certain foreign securities may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that the Fund calculates its net asset value (generally, the close of the New York Stock Exchange (“NYSE”)) that may impact the value of securities traded in these foreign markets. In such cases the Funds fair value foreign securities using an independent pricing service which considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as ADRs, financial futures, ETFs, and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.

			Debt securities, including restricted securities, are valued based on evaluated quotations received from independent pricing services or from dealers who make markets in such securities. For most bond types, the pricing service utilizes matrix pricing which considers one or more of the following factors: yield or price of bonds of comparable quality, coupon, maturity, current cash flows, type, and current day trade information, as well as dealer supplied prices. These valuations are generally categorized as Level 2 in the hierarchy. Structured debt instruments such as mortgage-backed and asset-backed securities may also incorporate collateral analysis and utilize cash flow models for valuation and are generally categorized as Level 2 in the hierarchy. Pricing services do not provide pricing for all securities and therefore indicative bids from dealers are utilized which are based on pricing models used by market makers in the security and are generally categorized as Level 2 in the hierarchy. Debt securities that are not widely traded, are illiquid, or are internally fair valued by the adviser are generally categorized as Level 3 in the hierarchy.

103

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

			Listed derivatives that are actively traded are valued based on quoted prices from the exchange and are categorized as Level 1 in the hierarchy. Over-the-counter (“OTC”) derivative contracts, which include Forward Currency Contracts and Equity Linked Instruments, do not require material subjectivity as pricing inputs are observed from actively quoted markets and are categorized as Level 2 in the hierarchy.

			Investments in open-end mutual funds are valued at their closing net asset value determined as of the close of business of the NYSE (generally 4:00 p.m. Eastern time) each business day and are categorized as Level 1 in the hierarchy.

			The Funds value their investments in the BlackRock Institutional Money Market Trust (“IMM Trust”) at fair value, which is based upon the net asset value of the IMM Trust, calculated each day that the NYSE is open for business. Investments held by the IMM Trust are valued using amortized cost and the IMM Trust intends to comply with relevant maturity, portfolio quality and diversification requirements set forth in Rule 2a-7 (“2a-7”), as well as monitoring procedures called for by 2a-7. The IMM Trust is not registered under the 1940 Act, and is categorized as Level 2 in the hierarchy.

			Short-term Notes having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market and are generally categorized as Level 2 in the hierarchy.

			A summary of the inputs used to value the Funds’ major categories of assets and liabilities, which primarily includes investments of the Fund, by each major security type is disclosed at the end of the Schedule of Investments for each Fund. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

	B.		Security transactions and related income:

			Security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date, or in the case of certain foreign securities, as soon as the Fund is notified. Interest income is recorded on the accrual basis. Each Fund amortizes premiums and accretes discounts using the effective interest method. Realized gains and losses are determined on the identified cost basis.

			Dividend income is recorded using management’s estimate of the income included in distributions received from the REIT investments. Distributions received in excess of this estimated amount are recorded as a reduction of the cost of investments or reclassified to capital gains. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after its fiscal year-end, and may differ from the estimated amounts.

	C.		Income taxes:

			Each Fund is treated as a separate taxable entity. It is the intent of each Fund to comply with the requirements of Subchapter M of the Internal Revenue Code and to distribute substantially all of its taxable income to its shareholders. Therefore, no provision for federal income taxes or excise taxes has been made.

			The Trust may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. Each Fund will accrue such taxes and recoveries as applicable based upon current interpretations of the tax rules and regulations that exist in the markets in which it invests.

			Management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. As of September 30, 2011, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2008 forward (with limited exceptions).

	D.		Distributions to shareholders:

			Distributions are recorded by each Fund on the ex-dividend date. For the CA Tax-Exempt Fund and the Multi-Sector Fixed Income Fund income distributions are declared and recorded daily and distributed monthly. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences may include the treatment of non-taxable dividends, market premium and discount, non-deductible expenses, expiring capital loss carryovers, foreign currency gain or loss, gain or loss on futures contracts, partnerships, operating losses and losses deferred due to wash sales. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to capital paid in on shares of beneficial interest.

	E.		Expenses:

			Expenses incurred by the Trust with respect to more than one Fund are allocated in proportion to the net assets of each Fund, except where allocation of direct expense to each Fund or an alternative allocation method can be more appropriately used.

			In addition to the Net Annual Operating Expenses that the Funds bear directly, the shareholders of the Funds indirectly bear the pro-rata expenses of the underlying mutual funds in which certain funds invest.

	F.		Foreign currency translation:

			Foreign securities and other foreign assets and liabilities are valued using the foreign currency exchange rate effective at the end of the reporting period. Cost of investments is translated at the currency exchange rate effective at the trade date. The gain or loss resulting from a change in currency exchange rates between the trade and settlement date of a portfolio transaction is treated as a gain or loss on foreign currency. Likewise, the gain or loss resulting from a change in currency exchange rates between the date income is accrued and paid is treated as a gain or loss on foreign currency. The Trust does not isolate that portion of the results of operations arising from changes in exchange rates or from fluctuations which arise due to changes in the market prices of securities.

	G.		Derivative financial instruments:

			Disclosures on derivative instruments and hedging activities are intended to improve financial reporting for derivative instruments by enhanced disclosure that enables the investors to understand how and why a fund uses derivatives, how derivatives are accounted for, and how derivative instruments affect a fund’s results of operations and financial position. Summarized below are the specific types of derivative instruments used by the Funds.

104

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

Forward Currency Contracts: A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded directly between currency traders and their customers. The contract is marked-to-market daily and the change in market value is recorded by each Fund as an unrealized gain or loss in the Statement of Operations. When the contract is closed or offset with the same counterparty, on settlement date, the Fund records a realized gain or loss equal to the change in the value of the contract when it was opened and the value at the time it was closed or offset. This is presented in the Statement of Operations as net realized gain (loss) from foreign currency transactions.

Funds enter into forward currency contracts in conjunction with the planned purchase or sale of foreign denominated securities in order to hedge the U.S. dollar cost or proceeds. The Funds also, from time to time, hedge the currency exposure of foreign denominated securities, held in the portfolio, back to U.S. dollars during perceived times of U.S. dollar strength. This is done in order to protect U.S. dollar value of the portfolio. Forward currency contracts involve, to varying degrees, elements of market risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible movements in foreign exchange rates or if the counterparty does not perform under the contract.

Warrants and Rights: Certain Funds hold warrants and rights acquired either through a direct purchase, including as part of private placement, or pursuant to corporate actions. Warrants and rights entitle the holder to buy a proportionate amount of common stock at a specific price and time through the expiration dates. Such warrants and rights are held as long positions by the Fund until exercised, sold or expired. Warrants and rights are valued at fair value in accordance with the Board of Trustees’ approved fair valuation procedures.

The following is a summary of the Funds’ derivative instrument holdings categorized by primary risk exposure as of September 30, 2011 ($ reported in thousands):


	Location on the Statements of Assets and Liabilities
Derivative Type	Asset Derivatives	Liability Derivatives
Equity Contracts	Investment in securities at value	—

Foreign exchange contracts	Unrealized appreciation on forward	Unrealized depreciation on forward
	currency contracts	currency contracts


	Asset Derivative Fair Value
	Total Value at		Foreign Exchange
	September 30, 2011		Contracts
International Equity Fund	$	166	$	166


	Liability Derivative Fair Value
	Total Value at			Foreign Exchange
	September 30, 2011			Contracts
International Equity Fund	$	(19	)	$	(19	)

For the year ended September 30, 2011, the Funds’ average volume of derivative activities is as follows:


	Forward Currency		Forward Currency
	Contracts - Purchased⁽¹⁾		Contracts - Sold⁽²⁾
Global Opportunities Fund	$	2,975	$	(4,265	)
Greater Asia ex Japan Opportunities Fund		438		(454	)
Greater European Opportunities Fund		1,413		(1,891	)
International Equity Fund		92		(1,657	)


⁽¹⁾		Value at Settlement Date Payable.

⁽²⁾		Value at Settlement Date Receivable.


Derivative Type		Location on the Statements of Operations
Foreign Exchange Contracts		Net realized gain (loss) on foreign currency transactions
		Net change in unrealized appreciation (depreciation) on foreign currency translation


	Realized Gain (Loss) on Derivatives Recognized in Results from Operations
	Total Value at			Foreign Exchange
	September 30, 2011			Contracts
Global Opportunities Fund	$	(353	)	$	(353	)
Greater Asia ex Japan Opportunities Fund		(38	)		(38	)
Greater European Opportunities Fund		(242	)		(242	)
International Equity Fund		(205	)		(205	)

105

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NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011


	Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized
	in Results from Operations
	Total Value at		Foreign Exchange
	September 30, 2011		Contracts
Global Opportunities Fund	$	42	$	42
Greater Asia ex Japan Opportunities Fund		11		11
Greater European Opportunities Fund		163		163
International Equity Fund		153		153

H.		When-issued and delayed delivery transactions:

		Certain Funds may engage in when-issued or delayed delivery transactions. Each Fund records when-issued and delayed delivery securities on the trade date. Each Fund maintains collateral for the securities purchased. Securities purchased on a when-issued or delayed delivery basis begin earning interest on the settlement date.

I.		Loan agreements:

		Certain Funds may invest in direct debt instruments which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates. The Fund’s investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. A loan is often administered by a bank or other financial institution (the lender) that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. When investing in a loan participation, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan agreement and only upon receipt by the lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan. Direct indebtedness of emerging countries involves a risk that the government entities responsible for the repayment of the debt may be unable, or unwilling, to pay the principal and interest when due. The Funds currently hold assignment loans.

J.		Short sales: ($ reported in thousands)

		Certain Funds may sell securities short. A short sale is a transaction in which the Fund sells a security it does not own in anticipation of a decline in market price. To sell a security short, the Fund must borrow the security. The Fund’s obligation to replace the security borrowed and sold short will be fully collateralized at all times by the proceeds from the short sale retained by the broker and by cash and securities deposited in a segregated account with the Fund’s custodian. If the price of the security sold short increases between the time of the short sale and the time the Fund replaces the borrowed security, the Fund will realize a loss, and if the price declines during the period, the Fund will realize a gain. Any realized gain will be decreased, and any realized loss increased, by the amount of transaction costs. On ex-dividend date, dividends on short sales are recorded as an expense to the Fund.

		At September 30, 2011, the value of securities sold short in the Market Neutral Fund amounted to $34,353 against which collateral of $51,045 was provided. The collateral includes the deposits with broker for securities sold short and the market value of segregated investments held long, as footnoted in the Schedule of Investments and Securities Sold Short. Short selling used in the management of the Fund may accelerate the velocity of potential losses if the prices of securities sold short appreciate quickly. Stocks purchased may decline in value at the same time stocks sold short appreciate in value, thereby increasing potential losses.

		In accordance with the terms of its prime brokerage agreements, the Market Neutral Fund may receive rebate income or be charged a fee on borrowed securities. Such income or fee is calculated on a daily basis based upon the market value of each borrowed security and a variable rate that is dependent upon the availability of such security. The Fund records these prime broker charges on a net basis as interest income or interest expense. For the fiscal year ended September 30, 2011, the Fund had net charges of $378 on borrowed securities. Such amounts are included in Interest expense on short sales on the statement of operations.

K.		Securities lending:

		Certain Funds may loan securities to qualified brokers through an agreement with Bank of New York Mellon (“BNY Mellon”), the Funds’ custodian. Under the terms of agreement, the Fund is required to maintain collateral with a market value not less than 100% of the market value of loaned securities. Collateral is adjusted daily in connection with changes in the market value of securities on loan. Collateral may consist of cash and securities issued by the U.S. Government or its agencies. Cash collateral is invested in a short-term money market fund. Dividends earned on the collateral and premiums paid by the broker are recorded as income by the Fund net of fees and rebates charged by BNY Mellon for its services as securities lending agent and in connection with this securities lending program. Lending portfolio securities involves a risk of delay in the recovery of the loaned securities or in the declining value of the collateral.

		At September 30, 2011, the following Funds had securities on loan (reported in thousands):


	Market Value		Cash Collateral
Bond Fund	$	3,511	$	3,690
Global Commodities Stock Fund		288		300
Greater Asia ex Japan Opportunities Fund		88		91
High Yield Fund		7,928		8,323

106

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

Investment Advisory Fee and Related Party Transactions
($ reported in thousands except as noted)

	A.		Adviser:

			Virtus Investment Advisers, Inc. (“VIA,” the “Adviser”), an indirect wholly-owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”), is the Adviser to the Trust.

			For managing, or directing the management of, the investments of each Fund, the Adviser is entitled to a fee based upon the following annual rates as a percentage of the average daily net assets of each Fund:


	1st $1 Billion			Over $1 Billion
Bond Fund		0.45	%		0.40	%
Greater Asia ex Japan Opportunities Fund		1.00			0.95
Greater European Opportunities Fund		0.85			0.80
Market Neutral Fund		1.50			1.40


	1st $1 Billion			$1+ Billion – $2 Billion			$2+ Billion
CA Tax-Exempt Bond Fund		0.45	%		0.40	%		0.35	%
Global Commodities Stock Fund		1.00			0.95			0.90
Global Infrastructure Fund		0.65			0.60			0.55
Global Opportunities Fund		0.85			0.80			0.75
Global Real Estate Securities Fund		0.85			0.80			0.75
High Yield Fund		0.65			0.60			0.55
International Real Estate Securities Fund		1.00			0.95			0.90
Multi-Sector Fixed Income Fund		0.55			0.50			0.45
Senior Floating Rate Fund		0.60			0.55			0.50


	1st $2 Billion			$2+ Billion – $4 Billion			$4+ Billion
International Equity Fund		0.85	%		0.80	%		0.75	%

			The Adviser manages the Funds’ investment programs and general operations of the Funds, including oversight of the Funds’ subadvisers.

	B.		Subadviser:

			A subadviser manages the investments of each Fund, for which the subadviser is paid a fee by the Adviser. The subadvisers with respect to the Funds they serve are as follows:


Fund		Subadviser
Bond Fund		NFS^†(3)
CA Tax-Exempt Bond Fund		NFS¨(3)
Global Commodities Stock Fund		HIM⁽⁶⁾
Global Infrastructure Fund		DPIM⁽²⁾
Global Opportunities Fund		Vontobel⁽⁵⁾
Global Real Estate Securities Fund		DPIM⁽²⁾
Greater Asia ex Japan Opportunities Fund		Vontobel⁽⁵⁾
Greater European Opportunities Fund		Vontobel⁽⁵⁾
High Yield Fund		NFS^†(3)
International Equity Fund		Pyrford⁽⁴⁾
International Real Estate Securities Fund		DPIM⁽²⁾
Market Neutral Fund		TBCAM⁽¹⁾
Multi-Sector Fixed Income Fund		NFH^††(7)
Senior Floating Rate Fund		NFH^††(7)


⁽¹⁾		The Boston Company Asset Management LLC

⁽²⁾		Duff & Phelps Investment Management Co., an indirect, wholly-owned subsidiary of Virtus.

⁽³⁾		The San Francisco, CA office of Newfleet Asset Management, LLC an indirect wholly-owned subsidiary of Virtus.

⁽⁴⁾		Pyrford International Ltd. An indirect wholly-owned subsidiary of the Bank of Montreal (“BoM”). BoM is a minority investor of Virtus.

⁽⁵⁾		Vontobel Asset Management, Inc.

⁽⁶⁾		Harris Investment Management, Inc., an indirect, wholly-owned subsidiary of BoM. BoM is a minority investor of Virtus.

⁽⁷⁾		The Hartford, CT office of Newfleet Asset Management, LLC an indirect wholly-owned subsidiary of Virtus.

^†		Effective June 2, 2011, SCM Advisors, LLC changed its name to Newfleet Asset Management, LLC.

^††		Effective June 2, 2011, Newfleet Asset Management, LLC became the Subadviser replacing Goodwin Capital Advisers, Inc.

¨		Effective September 30, 2011.

	C.		Expense Limits and Fee Waivers:

			The Adviser has voluntarily agreed to limit each Fund’s total operating expenses (excluding taxes, extraordinary expenses and acquired fund fees and expenses), so that such expenses do not exceed the below percentages of the average daily net asset values for the following funds. The Adviser may discontinue these voluntary expense caps at any time.


	Class A			Class B			Class C			Class I
Bond Fund		0.85	%		1.60	%		1.60	%		0.60	%
CA Tax-Exempt Bond Fund		0.85			—			—			0.60
Global Opportunities Fund		1.55			2.30			2.30			—
Global Real Estate Securities Fund		1.40			—			2.15			1.15
Greater Asia ex Japan Opportunities Fund		1.80			—			2.55			1.55
Greater European Opportunities Fund		1.45			—			2.20			1.20
High Yield Fund⁽¹⁾		1.15			1.90			1.90			—
International Real Estate Securities Fund		1.50			—			2.25			1.25
Market Neutral Fund		1.90			2.65			2.65			1.65
Senior Floating Rate Fund⁽²⁾		1.20			—			1.95			0.95

107

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

The Adviser has contractually agreed to limit the following Funds total operating expenses (excluding interest, taxes, and extraordinary expenses).


										Through
	Class A			Class C			Class I			Date
Global Commodities Stock Fund		1.65	%		2.40	%		1.40	%		3/31/12
International Equity Fund		1.50			2.25			1.25			9/30/11


⁽¹⁾		Effective date of the expense cap is January 1, 2011.

⁽²⁾		Excluding leverage expenses, if any.

The Adviser may recapture operating expenses waived or reimbursed under this arrangement, within three fiscal years following the end of the fiscal year in which such waiver or reimbursement occurred. Each Fund must pay its ordinary operating expenses before the Adviser is entitled to any reimbursement and must remain in compliance with applicable expense limitations. All or a portion of the following Adviser reimbursed expenses may be recaptured by the fiscal year ending.


	Expiration Date
	2012		2013		2014		Total
Bond Fund	$	281	$	293	$	305	$	879
CA Tax-Exempt Bond Fund		96		106		113		315
Global Commodities Stock Fund		—		—		85		85
Global Infrastructure Fund		13		—		—		13
Global Opportunities Fund		—		48		76		124
Global Real Estate Securities Fund		66		91		86		243
Greater Asia ex Japan Opportunities Fund		51		99		149		299
Greater European Opportunities Fund		55		79		83		217
High Yield Fund		—		—		145		145
International Equity Fund		—		16		106		122
International Real Estate Securities Fund		57		73		82		212
Market Neutral Fund		164		195		221		580
Senior Floating Rate Fund*		—		—		—		—


*		Adviser has recaptured $43 previously waived or reimbursed expenses. The amounts in the above table reflect the amounts currently available for recapture.

	D.		Distributor:

			VP Distributors, LLC (“VP Distributors”), an indirect wholly-owned subsidiary of Virtus, as the distributor of each Fund’s shares, has advised the Funds that for the fiscal year (the “period”) ended September 30, 2011, it retained Class A net commissions of $156 and deferred sales charges of $37; Class B deferred sales charges of $13; and Class C deferred sales charges of $84.

			In addition, each Fund pays VP Distributors distribution and/or service fees under Board approved 12b-1 and shareholder service plans as a percentage of the average daily net assets of each respective class at the annual rates as follows: Class A shares 0.25%; Class B shares 1.00%; Class C shares 1.00%; Class I shares are not subject to a 12b-1 plan.

			Under certain circumstances, shares of certain Virtus Mutual Funds may be exchanged for shares of the same class of certain other Virtus Mutual Funds on the basis of the relative net asset values per share at the time of the exchange. On exchanges with share classes that carry a CDSC fee, the CDSC schedule of the original shares purchased continues to apply.

	E.		Administration and Transfer Agent Services:

			VP Distributors serves as the Administrator to the Trust. For the period ended September 30, 2011, VP Distributors received administration fees totaling $1,153 which are included in the Statement of Operations.

			VP Distributors also serves as the Trust’s transfer agent. For the period ended September 30, 2011, VP Distributors received transfer agent fees totaling $1,098 which are included in the Statements of Operations. A portion of these fees are paid to outside entities that also provide service to the Funds.

108

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

F. Affiliated Shareholders:

At September 30, 2011, Virtus and its affiliates including BoM (a minority investor in Virtus) and its affiliates and the retirement plans of Virtus and its affiliates held shares of the funds which may be redeemed at any time that aggregated the following:


	Aggregate Shares		Net Asset Value
Bond Fund,
Class I		198,157	$	2,199
Global Commodities Stock Fund,
Class A		10,000		82
Class C		10,000		81
Class I		1,851,855		15,130
Global Infrastructure Fund,
Class I		2,564,717		28,135
Global Real Estate Securities Fund,
Class A		98,368		1,749
Class C		12,160		215
Class I		12,342		220
Greater Asian ex Japan Opportunities Fund,
Class A		12		—	*
Class C		12		—	*
Class I		12		—	*
Greater European Opportunities Fund,
Class A		12		—	*
Class C		12		—	*
Class I		12		—	*
International Equity Fund,
Class A		10,078		99
Class C		10,041		98
Class I		852,668		8,356
International Real Estate Securities Fund,
Class A		258,789		1,353
Class C		12,818		67
Class I		3,474,599		18,172
Market Neutral Fund,
Class I		2,786,627		25,414
Multi-Sector Fixed Income
Class I		28,074		287
Senior Floating Rate Fund,
Class I		1,460,916		13,543


*		Amount is less than $500.

4. Purchases and Sales of Securities

($ reported in thousands)

Purchases and sales of investment securities (excluding U.S. Government securities and agency securities, forward currency contracts, futures and short-term securities) during the period ended September 30, 2011, were as follows:


	Purchases		Sales
Bond Fund	$	143,189	$	162,501
CA Tax-Exempt Bond Fund		6,683		9,923
Global Commodities Stock Fund		21,461		2,958
Global Infrastructure Fund		10,832		17,926
Global Opportunities Fund		34,238		40,814
Global Real Estate Securities Fund		5,704		1,990
Greater Asia ex Japan Opportunities Fund		6,785		7,042
Greater European Opportunities Fund		2,429		2,590
High Yield Fund		103,424		110,456
International Equity Fund		26,491		9,782
International Real Estate Securities Fund		18,531		12,115
Market Neutral Fund		95,839		144,184
Multi-Sector Fixed Income Fund		124,376		89,690
Senior Floating Rate Fund		460,618		225,078


			Purchases
	Short Sales		to Cover Shorts
Market Neutral Fund	$	109,159	$	163,628

109

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

Purchases and sales of long term U.S. Government and agency securities for the Funds during the period ended September 30, 2011, were as follows:


	Purchases		Sales
Bond Fund	$	128,565	$	156,962
Multi-Sector Fixed Income Fund		13,058		10,349

5. Capital Share Transactions

(reported in thousands)

Transactions in shares of capital stock, during the periods ended as indicated below, were as follows:


	Bond Fund												CA Tax-Exempt Bond Fund
	Year Ended						Year Ended						Year Ended						Year Ended
	September 30, 2011						September 30, 2010						September 30, 2011						September 30, 2010
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		600		$	6,673			499		$	5,402			45		$	523			21		$	249
Reinvestment of distributions		181			2,008			189			2,042			64			758			61			732
Shares repurchased		(911	)		(10,094	)		(948	)		(10,221	)		(282	)		(3,338	)		(239	)		(2,879	)

Net Increase / (Decrease)		(130	)	$	(1,413	)		(260	)	$	(2,777	)		(173	)	$	(2,057	)		(157	)	$	(1,898	)


Class B
Sale of shares		11		$	118			13		$	141			—		$	—			—		$	—
Reinvestment of distributions		4			48			7			74			—			—			—			—
Shares repurchased		(163	)		(1,770	)		(171	)		(1,797	)		—			—			—			—

Net Increase / (Decrease)		(148	)	$	(1,604	)		(151	)	$	(1,582	)		—		$	—			—		$	—


Class C
Sale of shares		132		$	1,432			256		$	2,721			—		$	—			—		$	—
Reinvestment of distributions		21			224			20			216			—			—			—			—
Shares repurchased		(200	)		(2,178	)		(262	)		(2,773	)		—			—			—			—

Net Increase / (Decrease)		(47	)	$	(522	)		14		$	164			—		$	—			—		$	—


Class I
Sale of shares		481		$	5,394			930		$	10,188			63		$	732			325		$	3,912
Reinvestment of distributions		322			3,604			498			5,440			24			288			26			316
Shares repurchased		(4,596	)		(51,452	)		(4,335	)		(47,399	)		(140	)		(1,661	)		(154	)		(1,856	)

Net Increase / (Decrease)		(3,793	)	$	(42,454	)		(2,907	)	$	(31,771	)		(53	)	$	(641	)		197		$	2,372


	Global Commodities Stock Fund
	From Inception						Global Infrastructure Fund
	March 15, 2011 to						Year Ended						Year Ended
	September 30, 2011						September 30, 2011						September 30, 2010
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		25		$	256			649		$	7,571			1,285		$	13,099
Reinvestment of distributions		—			—			56			633			76			783
Shares repurchased		—	⁽¹⁾		—	⁽¹⁾		(911	)		(10,490	)		(6,776	)		(67,473	)

Net Increase / (Decrease)		25		$	256			(206	)	$	(2,286	)		(5,415	)	$	(53,591	)


Class C
Sale of shares		12		$	121			110		$	1,266			200		$	2,042
Reinvestment of distributions		—			—			8			89			8			80
Shares repurchased		—			—			(227	)		(2,585	)		(160	)		(1,623	)

Net Increase / (Decrease)		12		$	121			(109	)	$	(1,230	)		48		$	499


Class I
Sale of shares		2,050		$	20,000			412		$	4,880			4,422		$	43,104
Reinvestment of distributions		—			—			97			1,084			114			1,166
Shares repurchased		(130	)		(1,235	)		(883	)		(9,794	)		(1,108	)		(11,242	)

Net Increase / (Decrease)		1,920		$	18,765			(374	)	$	(3,830	)		3,428		$	33,028


⁽¹⁾		Amount is less than 500.

110

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011


	Global Opportunities Fund												Global Real Estate Securities Fund
	Year Ended						Year Ended						Year Ended						Year Ended
	September 30, 2011						September 30, 2010						September 30, 2011						September 30, 2010
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		153		$	1,256			455		$	3,222			207		$	4,284			31		$	588
Reinvestment of distributions		65			524			78			547			11			207			11			193
Shares repurchased		(859	)		(7,073	)		(989	)		(6,989	)		(46	)		(921	)		(4	)		(64	)

Net Increase / (Decrease)		(641	)	$	(5,293	)		(456	)	$	(3,220	)		172		$	3,570			38		$	717


Class B
Sale of shares		5		$	39			43		$	263			—		$	—			—		$	—
Reinvestment of distributions		1			6			2			10			—			—			—			—
Shares repurchased		(62	)		(461	)		(87	)		(561	)		—			—			—			—

Net Increase / (Decrease)		(56	)	$	(416	)		(42	)	$	(288	)		—		$	—			—		$	—


Class C
Sale of shares		23		$	172			17		$	107			17		$	356			1		$	24
Reinvestment of distributions		—	⁽¹⁾		3			1			5			1			21			1			23
Shares repurchased		(24	)		(179	)		(32	)		(203	)		(4	)		(79	)		—	⁽¹⁾		—	⁽¹⁾

Net Increase / (Decrease)		(1	)	$	(4	)		(14	)	$	(91	)		14		$	298			2		$	47


Class I
Sale of shares		—		$	—			—		$	—			41		$	841			26		$	477
Reinvestment of distributions		—			—			—			—			2			36			4			62
Shares repurchased		—			—			—			—			(43	)		(894	)		(6	)		(104	)

Net Increase / (Decrease)		—		$	—			—		$	—			—	⁽¹⁾	$	(17	)		24		$	435


	Greater Asia ex Japan Opportunities Fund												Greater European Opportunities Fund
	Year Ended						Year Ended						Year Ended						Year Ended
	September 30, 2011						September 30, 2010						September 30, 2011						September 30, 2010
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		289		$	4,571			276		$	3,920			10		$	127			20		$	258
Reinvestment of distributions		99			1,475			17			225			43			536			21			274
Shares repurchased		(342	)		(5,086	)		(177	)		(2,399	)		(7	)		(89	)		(181	)		(2,205	)

Net Increase / (Decrease)		46		$	960			116		$	1,746			46		$	574			(140	)	$	(1,673	)


Class C
Sale of shares		4		$	68			15		$	220			1		$	7			—	⁽¹⁾	$	2
Reinvestment of distributions		2			30			—	⁽¹⁾		4			1			15			1			8
Shares repurchased		(16	)		(256	)		—			—			—	⁽¹⁾		—	⁽¹⁾		(5	)		(66	)

Net Increase / (Decrease)		(10	)	$	(158	)		15		$	224			2		$	22			(4	)	$	(56	)


Class I
Sale of shares		344		$	5,237			1		$	19			7			91			—		$	—
Reinvestment of distributions		2			32			—	⁽¹⁾		5			—	⁽¹⁾		—	⁽¹⁾		—	⁽¹⁾		6
Shares repurchased		(340	)		(5,233	)		—			—			—			—			—			—

Net Increase / (Decrease)		6		$	36			1		$	24			7		$	91			—	⁽¹⁾	$	6


⁽¹⁾		Amount is less than 500.

111

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011


	High Yield Fund												International Equity Fund
	Year Ended						Year Ended						Year Ended						Year Ended
	September 30, 2011						September 30, 2010						September 30, 2011						September 30, 2010
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES		AMOUNT
Class A
Sale of shares		3,313		$	13,834			4,666		$	19,037			90		$	976			10	$	100
Reinvestment of distributions		1,196			4,964			1,190			4,767			—	⁽¹⁾		2			—		—
Shares repurchased		(6,354	)		(26,343			(4,790	)		(19,159	)		(3	)		(26	)		—		—

Net Increase / (Decrease)		(1,845	)	$	(7,545	)		1,066		$	4,645			87		$	952			10	$	100


Class B
Sale of shares		1		$	5			12		$	47			—		$	—			—	$	—
Reinvestment of distributions		6			25			9			35			—			—			—		—
Shares repurchased		(63	)		(256	)		(125	)		(492	)		—			—			—		—

Net Increase / (Decrease)		(56	)	$	(226	)		(104	)	$	(410	)		—		$	—			—	$	—


Class C
Sale of shares		119		$	485			148		$	586			—		$	—			10	$	100
Reinvestment of distributions		21			87			18			71			—	⁽¹⁾		—	⁽¹⁾		—		—
Shares repurchased		(122	)		(492	)		(62	)		(248	)		—			—			—		—

Net Increase / (Decrease)		18		$	80			104		$	409			—	⁽¹⁾	$	—	⁽¹⁾		10	$	100


Class I
Sale of shares		—		$	—			—		$	—			1,913		$	20,502			694	$	7,030
Reinvestment of distributions		—			—			—			—			18			205			—		—
Shares repurchased		—			—			—			—			(821	)		(8,906	)		—		—

Net Increase / (Decrease)		—		$	—			—		$	—			1,110		$	11,801			694	$	7,030


	International Real Estate Securities Fund												Market Neutral Fund
	Year Ended						Year Ended						Year Ended						Year Ended
	September 30, 2011						September 30, 2010						September 30, 2011						September 30, 2010
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		465		$	2,901			110		$	588			499		$	5,065			1,029		$	10,853
Reinvestment of distributions		47			275			27			145			41			418			—			—
Shares repurchased		(284	)		(1,729	)		(5,108	)		(29,526	)		(1,472	)		(14,233	)		(6,485	)		(68,211	)

Net Increase / (Decrease)		228		$	1,447			(4,971	)	$	(28,793	)		(932	)	$	(8,750	)		(5,456	)	$	(57,358	)


Class B
Sale of shares		—		$	—			—		$	—			—	⁽¹⁾	$	4			10		$	104
Reinvestment of distributions		—			—			—			—			1			10			—			—
Shares repurchased		—			—			—			—			(37	)		(357	)		(86	)		(869	)

Net Increase / (Decrease)		—		$	—			—		$	—			(36	)	$	(343	)		(76	)	$	(765	)


Class C
Sale of shares		228		$	1,444			16		$	91			10		$	98			110		$	1,099
Reinvestment of distributions		9			52			5			29			8			79			—			—
Shares repurchased		(131	)		(782	)		(11	)		(56	)		(170	)		(1,593	)		(128	)		(1,281	)

Net Increase / (Decrease)		106		$	714			10		$	64			(152	)	$	(1,416	)		(18	)	$	(182	)


Class I
Sale of shares		1,636		$	10,525			4,901		$	28,283			929		$	9,361			7,462		$	78,497
Reinvestment of distributions		421			2,444			407			2,177			121			1,241			—			—
Shares repurchased		(1,204	)		(7,160	)		(1,507	)		(8,600	)		(4,638	)		(45,570	)		(808	)		(8,529	)

Net Increase / (Decrease)		853		$	5,809			3,801		$	21,860			(3,588	)	$	(34,968	)		6,654		$	69,968


⁽¹⁾		Amount is less than 500.

112

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011


	Multi-Sector Fixed Income Fund												Senior Floating Rate Fund
	Year Ended						Year Ended						Year Ended						Year Ended
	September 30, 2011						September 30, 2010						September 30, 2011						September 30, 2010
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		5,460		$	59,356			4,402		$	45,541			24,334		$	239,562			9,581		$	93,658
Reinvestment of distributions		619			6,720			517			5,368			1,106			10,824			287			2,805
Shares repurchased		(4,363	)		(47,509	)		(5,467	)		(55,814	)		(12,306	)		(118,827	)		(5,162	)		(50,893	)

Net Increase / (Decrease)		1,716		$	18,567			(548	)	$	(4,905	)		13,134		$	131,559			4,706		$	45,570


Class B
Sale of shares		17		$	190			78		$	791			—		$	—			—		$	—
Reinvestment of distributions		35			382			39			405			—			—			—			—
Shares repurchased		(271	)		(2,957	)		(188	)		(1,941	)		—			—			—			—

Net Increase / (Decrease)		(219	)	$	(2,385	)		(71	)	$	(745	)		—		$	—			—		$	—


Class C
Sale of shares		2,287		$	25,013			2,420		$	25,154			9,035		$	89,551			2,849		$	28,061
Reinvestment of distributions		207			2,261			134			1,408			302			2,954			65			631
Shares repurchased		(1,375	)		(15,077	)		(944	)		(9,788	)		(2,438	)		(23,399	)		(122	)		(1,192	)

Net Increase / (Decrease)		1,119		$	12,197			1,610		$	16,774			6,899		$	69,106			2,792		$	27,500


Class I
Sale of shares		2,166		$	23,722			3,199		$	32,392			11,585		$	114,694			3,981		$	39,129
Reinvestment of distributions		37			404			4			45			329			3,228			245			2,393
Shares repurchased		(725	)		(7,896	)		(2,494	)		(26,020	)		(7,529	)		(73,093	)		(932	)		(9,064	)

Net Increase / (Decrease)		1,478		$	16,230			709		$	6,417			4,385		$	44,829			3,294		$	32,458

113

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

6. 10% Shareholders

As of September 30, 2011, the Funds had individual shareholder accounts and/or omnibus shareholder accounts (comprised of a group of individual shareholders), which individually amounted to more than 10% of the total shares outstanding of the fund as detailed below.


	% of Shares			Number of
	Outstanding			Accounts
Bond Fund		33	%		2
CA Tax-Exempt Bond Fund		34			2
Global Commodities Stock Fund†		95			1	*
Global Infrastructure Fund†		45			1	*
Global Real Estate Securities Fund		51			2	*
Greater Asia ex Japan Opportunities Fund		85			3
Greater European Opportunities Fund		87			1
International Equity Fund		78			2	*
International Real Estate Securities Fund†		79			2	*
Market Neutral Fund†		68			1
Senior Floating Rate Fund†		37			1	*


*		Includes affiliated shareholder accounts.

†		The Fund is owned by the Virtus Alternatives Diversifier Fund. The Virtus Alternatives Diversifier Fund does not invest in the underlying funds for the purpose of exercising management or control; however, investments made by the Fund within each of its principal investment strategies may represent a significant portion of an underlying fund’s net assets. At September 30, 2011, the Fund was the owner of record of approximately 95% of the Global Commodities Stock Fund, 64% of the International Real Estate Securities Fund, 68% of the Market Neutral Fund and 45% of the Global Infrastructure Fund.

7. Illiquid and Restricted Securities

($ reported in thousands)

Investments are generally considered illiquid if they cannot be disposed of within seven days in the ordinary course of business at the approximate amount at which such securities have been valued by the Fund. Additionally, the following information is also considered in determining liquidity: the frequency of trades and quotes for the investment, whether the investment is listed for trading on a recognized domestic exchange and/or whether two or more brokers are willing to purchase or sell the security at a comparable price, the extent of market making activity in the investment and the nature of the market for investment. Illiquid securities are footnoted as such at the end of each Fund’s Schedule of Investments where applicable.

Restricted securities are not registered under the Securities Act of 1933. Generally, 144A securities are excluded from this category, except where defined as illiquid.

At September 30, 2011, the Funds held the following illiquid and restricted securities:

Market Value

% of

Acquisition

Net Assets at

Date

Cost

9/30/11

High Yield Fund

Poland Telecom Finance BV Series B 14%, 12/1/07

11/24/97

5,000

0.0

Market Neutral Fund

Telefonica Moviles S.A.

12/20/01

0.0

The Funds will bear any costs, including those involved in registration under the Securities Act of 1933, in connection with the disposition of such securities.

8. Credit Risk and Asset Concentration

In countries with limited or developing markets, investments may present greater risks than in more developed markets and the prices of such investments may be volatile. The consequences of political, social or economic changes in these markets may have disruptive effects on the market prices of these investments and the income they generate, as well as a Fund’s ability to repatriate such amounts.

High yield/high risk securities typically entail greater price volatility and/or principal and interest rate risk. There is a greater chance that an issuer will not be able to make principal and interest payments on time. Analysis of the creditworthiness of issuers of high yield securities may be complex, and as a result, it may be more difficult for the adviser and/or subadviser to accurately predict risk.

Since the Market Neutral Fund does not clear its own short selling transactions, it has established accounts with its broker for this purpose. This results in concentration of credit risk with the brokerage firm. Such risk, however, is mitigated by the broker’s obligation to comply with rules and regulations governing their business activities. These rules and regulations generally require maintenance of net capital and segregation of customer’s funds and securities from holdings of the firm. In the event that the clearing broker becomes insolvent, recovery of segregated funds may be limited to a pro rata share of all customer-segregated funds available. In such an instance, the Fund could incur losses to the extent that the recovery amount is less than the total cash and other securities deposited with the clearing broker.

114

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

Certain Funds may invest a high percentage of their assets in specific sectors of the market in their pursuit of a greater investment return. Fluctuations in these sectors of concentration may have a greater impact on a Fund, positive or negative, than if a Fund did not concentrate its investments in such sectors.

At September 30, 2011, certain Funds held securities issued by various companies in specific sectors or countries as detailed below:


		Percentage of Total
Fund	Sector	Investments
Global Commodities Stock Fund	Materials		52	%
Global Infrastructure Fund	Telecommunication Services Utilities		32
Global Opportunities Fund	Consumer Staples		42
Greater Asia ex Japan Opportunities Fund	Consumer Staples		38
Greater European Opportunities Fund	Consumer Staples		40

9. Indemnifications

Under the Funds’ organizational documents, their trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, the Funds enter into contracts that contain a variety of indemnifications. The Funds’ maximum exposure under these arrangements is unknown. However, the Funds have not had prior claims or losses pursuant to these arrangements.

10. Exemptive Order

On August 23, 2010, the SEC issued an amended order under Section 12(d) (1) (J) of the Investment Company Act (“1940 Act”) granting an exemption from Sections 12(d) (1) (A) and (B) of the 1940 Act and under Sections 6(c) and 17(b) of the 1940 Act granting an exemption from Section 17(a) of the 1940 Act, which permits the funds of the Trust to invest in other affiliated and unaffiliated funds, including exchange-traded funds.

11. Federal Income Tax Information

($ reported in thousands)

At September 30, 2011, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Funds were as follows:


									Net Unrealized
	Federal			Unrealized		Unrealized			Appreciation
Fund	Tax Cost			Appreciation		(Depreciation)			(Depreciation)
Bond Fund	$	148,018		$	7,034	$	(3,730	)	$	3,304
CA Tax-Exempt Bond Fund		54,360			3,850		(1,188	)		2,662
Global Commodities Stock Fund		19,213			116		(3,049	)		(2,933	)
Global Infrastructure Fund		55,833			9,137		(2,517	)		6,620
Global Opportunities Fund		48,314			9,969		(1,768	)		8,201
Global Real Estate Securities Fund		6,294			478		(411	)		67
Greater Asia ex Japan Opportunities Fund		8,569			1,672		(455	)		1,217
Greater European Opportunities Fund		4,297			891		(251	)		640
High Yield Fund		103,488			1,364		(9,850	)		(8,486	)
International Equity Fund		20,388			352		(2,199	)		(1,847	)
International Real Estate Securities Fund		33,224			2,491		(7,142	)		(4,651	)
Market Neutral Fund (Held Long)		39,000			1,910		(6,534	)		(4,624	)
Market Neutral Fund (Held Short)		(38,777	)		5,620		(1,195	)		4,425
Multi-Sector Fixed Income Fund		240,696			8,675		(12,660	)		(3,985	)
Senior Floating Rate Fund		397,408			825		(17,768	)		(16,943	)

The Funds have capital loss carryovers which may be used to offset future capital gains, as follows:


	Expiration Year
	2013		2014		2015		2016		2017		2018		2019		No Expiration		Total
Bond Fund	$	4,112	$	41	$	4,355	$	1,080	$	3,798	$	—	$	—	$	—	$	13,386
CA Tax-Exempt Bond Fund		—		—		—		—		—		104		—		—		104
Global Commodities Stock Fund		—		—		—		—		—		—		—		246		246
Global Infrastructure Fund		—		—		—		—		1,264		8,762		3,627		—		13,653
Global Opportunities Fund		—		—		—		—		2,847		20,033		—		—		22,880
High Yield Fund		—		143		—		—		17,034		9,151		—		—		26,328
International Real Estate
Securities Fund		—		—		—		—		230		19,858		884		—		20,972
Market Neutral Fund		—		7,527		6,744		24		—		—		—		—		14,295
Multi-Sector Fixed Income Fund		—		—		—		—		—		1,663		—		—		1,663

		The Trust may not realize the benefit of these losses to the extent each Fund does not realize gains on investments prior to the expiration of the capital loss carryovers.

		Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for tax years beginning after December 22, 2010 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

115

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)

For the Period ended September 30, 2011, the following Funds utilized losses deferred in prior years against current year capital gains:


Bond Fund	$	5,039
CA Tax-Exempt Bond Fund		176
Global Opportunities Fund		5,537
High Yield Fund		2,767
International Equity Fund		5
Market Neutral Fund		312
Multi-Sector Fixed Income Fund		4,987

The following Funds had capital loss carryovers which expired in 2011:

High Yield Fund	$	19,121
Market Neutral Fund		3,300

Under current tax law, foreign currency and capital losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. For the fiscal period ended September 30,2011, the Funds deferred and recognized post-October losses as follow:


	Capital Loss		Capital Loss		Currency Loss			Currency Loss
	Deferred		Recognized		Deferred			Recognized
CA Tax-Exempt Bond Fund	$	—	$	86	$	—		$	—
Global Infrastructure Fund		736		3,629		3			—
Global Opportunities Fund		—		—		25			134
Global Real Estate Securities Fund		—		—		2			—
Greater Asia ex Japan Opportunities Fund		—		—		—			27
Greater European Opportunities Fund		—		—		4			6
International Equity Fund		23		—		19			—
International Real Estate Securities Fund		524		835		361	*		—
Market Neutral Fund		3,540		—		—			7
Senior Floating Rate Fund		714		—		—			—


*		The Fund deferred $350 related to Passive Foreign Investment Companies (“PFICs”)

The components of distributable earnings on a tax basis (excluding unrealized appreciation (depreciation) which are disclosed above) consist of the following:


	Undistributed		Undistributed		Undistributed
	Ordinary		Long-Term		Tax-Exempt
	Income		Capital Gains		Income
Bond Fund	$	106	$	—	$	—
CA Tax-Exempt Bond Fund		—		—		86
Global Commodities Stock Fund		33		—		—
Global Infrastructure Fund		217		—		—
Global Opportunities Fund		239		—		—
Global Real Estate Securities Fund		57		90		—
Greater Asia ex Japan Opportunities Fund		53		332		—
Greater European Opportunities Fund		64		189		—
High Yield Fund		185		—		—
International Equity Fund		648		—		—
International Real Estate Securities Fund		378		—		—
Multi-Sector Fixed Income Fund		435		—		—

		For the period ended September 30, 2011, the CA Tax-Exempt Bond Fund distributed $2,307 of exempt interest dividends.

		The differences between the book and tax basis components of distributable earnings relate principally to the timing of recognition of income and gains for federal income tax purposes. Short-term gain distributions reported in the Statements of Changes in Net Assets, if any, are reported as ordinary income for federal tax purposes.

116

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

12. Reclassification of Capital Accounts

($ reported in thousands)

For financial reporting purposes, book basis capital accounts are adjusted to reflect the tax character of permanent book/tax differences. Permanent reclassifications can arise from differing treatment of certain income and gain transactions, nondeductible current year net operating losses, expiring capital loss carryovers and investments in passive foreign investment companies. The reclassifications have no impact on the net assets or net asset value of the Funds. As of September 30, 2011, the Funds recorded reclassifications to increase (decrease) the accounts as listed below ($ reported in thousands):


	Capital Paid in			Undistributed			Accumulated
	on Shares of			Net Investment			Net Realized
	Beneficial Interest			Income (Loss)			Gain (Loss)
Bond Fund	$	—			—	⁽¹⁾		—	⁽¹⁾
Global Commodities Stock Fund		—			14			(14	)
Global Infrastructure Fund		—			(3	)		3
Global Opportunities Fund		—			(780	)		780
Global Real Estate Securities Fund		—			42			(42	)
Greater Asia ex Japan Opportunities Fund		—			(157	)		157
Greater European Opportunities Fund		—			(3	)		3
High Yield Fund		(19,084	)		2			19,082
International Equity Fund		—			(18	)		18
International Real Estate Securities Fund		—			1,161			(1,161	)
Market Neutral Fund		(5,082	)		1,896			3,186
Multi-Sector Fixed Income Fund		—			502			(502	)
Senior Floating Rate Fund		(4,659	)		4,999			(340	)


(1)		Amount less than $500.

13. Recent Accounting Pronouncement

In May 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU No. 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU No. 2011-04 will require reporting entities to disclose quantitative information about the unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy. In addition, ASU No. 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. At this time, management is evaluating the implications of ASU No. 2011-04 and its impact on the financial statements has not been determined.

In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 will require reporting entities to make new disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2010. ASU No. 2010-06 will be implemented effective with the start of the next reporting period.

14. Subsequent Event Evaluations

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were available for issuance, and has determined that the following subsequent event requires recognition or disclosure in the financial statements.

Effective November 7, 2011, securities lending was suspended on all Virtus Mutual Funds.

117

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of
Virtus Opportunities Trust and
Shareholders of the Funds, as defined:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments of Virtus Bond Fund, Virtus CA Tax-Exempt Bond Fund, Virtus Global Commodities Stock Fund, Virtus Global Infrastructure Fund, Virtus Global Opportunities Fund, Virtus Global Real Estate Securities Fund, Virtus Greater Asia ex Japan Opportunities Fund, Virtus Greater European Opportunities Fund, Virtus High Yield Fund, Virtus International Equity Fund, Virtus International Real Estate Securities Fund, Virtus Multi-Sector Fixed Income Fund, Virtus Senior Floating Rate Fund, and the schedules of investments and securities sold short of Virtus Market Neutral Fund, each a series of Virtus Opportunities Trust, (the “Funds”), and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial positions of the Funds at September 30, 2011, the results of each of their operations, the changes in each of their net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2011 by correspondence with the custodians and brokers, provide a reasonable basis for our opinion.

Philadelphia, Pennsylvania
November 22, 2011

118

VIRTUS OPPORTUNITIES TRUST
TAX INFORMATION NOTICE
SEPTEMBER 30, 2011 (Unaudited)

For the fiscal year ended September 30, 2011, the Funds make the following disclosures for federal income tax purposes. Below is listed the percentages, or the maximum amount allowable, of its ordinary income dividends (“QDI”) to qualify for the lower tax rates applicable to individual shareholders, and the percentage of ordinary income dividends earned by the Funds which qualifies for the dividends received deduction (“DRD”) for corporate shareholders. The Funds designate the amounts below as long-term capital gains dividends (“LTCG”) ($ reported in thousands), or if subsequently different, the amounts will be designated in the next annual report. The actual percentage for the calendar year will be designated in year-end tax statements.


Fund	QDI			DRD			LTCG
Global Commodities Stock Fund		100	%		51	%	$	—
Global Infrastructure Fund		100			55			—
Global Opportunities Fund		100			100			—
Global Real Estate Securities Fund		48			—			97
Greater Asia ex Japan Opportunities Fund		100			1			352
Greater European Opportunities Fund		100			14			206
International Equity Fund		64			—			—
International Real Estate Securities Fund		63			—			—
Senior Floating Rate Fund		—			—			157

For the period ended September 30, 2011, the Funds are disclosing the following information pursuant to notice requirements of Section 853(a) and 855(d) of the Internal Revenue Code, as amended, and the Treasury Regulations thereunder ($ reported in thousands).


	Foreign Source		Foreign Taxes
	Income		Paid on Foreign
	Recognized		Source Income
Global Commodities Stock Fund	$	63	$	3
Global Infrastructure Fund		1,933		198
Global Opportunities Fund		814		32
Greater Asia ex Japan Opportunities Fund		266		12
Greater European Opportunities Fund		138		9
International Equity Fund		789		58
International Real Estate Securities Fund		2,175		98

For federal income tax purposes, 100% of the income dividends paid by the CA Tax-Exempt Bond Fund qualify as exempt-interest dividends.

119

CONSIDERATION OF SUBADVISORY AGREEMENT FOR
VIRTUS CA TAX-EXEMPT BOND FUND
BY THE BOARD OF TRUSTEES

The Board of Trustees (the “Board”) of Virtus Opportunities Trust (the “Trust”), including a majority of the Trustees who are not interested persons as defined in Section 2(a)(19) of the Investment Company Act of 1940, last renewed the investment advisory agreement between Virtus Investment Advisers, Inc. (the “Adviser” or “VIA”) and the Trust, with respect to the Virtus CA Tax-Exempt Bond Fund (the “Fund”) and certain other funds of the Trust (the “Advisory Agreement”), at an in-person meeting held on November 16-18, 2010. At an in-person Board meeting held on August 24-26, 2011, Fund Management recommended that Newfleet Asset Management LLC (“Newfleet” or the “Subadviser”) be appointed as subadviser to the Fund and that the Adviser enter into a new subadvisory agreement with Newfleet (the “Subadvisory Agreement”). VIA will remain as investment adviser to the Fund. The portfolio managers and advisory services to the Fund will not change. Although VIA is the investment adviser to each Virtus Mutual Fund, in most cases a sub-adviser performs the day-to-day investment management. The appointment of Newfleet continues this Virtus model. The Board considered and approved the Subadvisory Agreement for the Fund with Newfleet, as further discussed below.

In evaluating the proposal to appoint Newfleet, the Board requested and evaluated information provided by the Adviser and Newfleet which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether addition of the subadviser would be in the best interests of the Fund and its shareholders. The Board also took into account discussions with management and information provided to the Board in its meetings throughout the year with respect to the services provided by the portfolio management team. The Board noted the affiliation of the Subadviser with VIA and any potential conflicts of interest.

The Independent Trustees were separately advised by independent legal counsel throughout the process. The Board considered all the criteria separately with respect to the Fund and its shareholders. In their deliberations, the Trustees considered various factors, including those discussed below, none of which were controlling, and each Trustee may have attributed different weights to the various factors. The Board also discussed the proposed approval of the Subadvisory Agreement in private sessions with their independent legal counsel at which no representatives of management were present.

Basis for the Board’s Recommendation

In making its determination with respect to the Subadvisory Agreement, the Trustees considered various factors, including:

	•		Nature, extent, and quality of the services to be provided by the Subadviser. The Trustees received in advance of the meeting information in the form of an extensive questionnaire completed by the Subadviser concerning a number of topics, including its investment philosophy, resources, operations and compliance structure. The Trustees noted that the portfolio management team would not change, and that the Subadviser would provide portfolio management, compliance with the Fund’s investment policies and procedures, compliance with applicable securities laws and assurances thereof. The Trustees reviewed biographical information for the portfolio managers who would continue to provide services under the Subadvisory Agreement and noted the breadth and depth of experience presented. In considering the approval of the Subadvisory Agreement, the Trustees considered the Subadviser’s investment management process, including (a) the experience, capability and integrity of the Subadviser’s management and other personnel committed by the Subadviser to the Fund; (b) the financial position of the Subadviser; (c) the quality and commitment of the Subadviser’s regulatory and legal compliance policies, procedures and systems; and (d) the Subadviser’s brokerage and trading practices. The Board also took into account its familiarity with the Subadviser in providing services to other funds of the Trust. The Board concluded that the nature, extent and quality of the services to be provided by the Subadviser to the Fund were reasonable;

	•		Investment Performance. The Board considered the performance of the Fund relative to its benchmark and comparable funds. The Board took into account that the same portfolio management team that currently managed the Fund would continue to do so under the Subadvisory Agreement. The Board concluded that the performance of the Fund was satisfactory;

	•		Subadvisory Fee. The Board took into account that the fees paid by the Fund to VIA under the Advisory Agreement would not change. The Board also noted that the Fund’s subadvisory fees are paid by VIA and not by the Fund, so that Fund shareholders are not directly impacted by those fees. The Board concluded that the proposed subadvisory fee was fair and reasonable in light of services to be provided by Newfleet and all factors considered;

	•		Profitability and economies of scale. In considering the profitability to the Subadviser of its relationship with the Fund, with the Board noted the fact that the fees under the Subadvisory Agreement are paid by VIA out of the advisory fees that it receives under the Advisory Agreement and not by the Fund. The Board also noted that the advisory fee to be paid by the Fund to VIA would not change. In addition, the Board noted that VIA had implemented expense limitations with respect to the total net operating expenses of the Fund. For these reasons, the profitability to the Subadviser of its relationship with the Fund was not a material factor in the Board’s deliberations at this time. For similar reasons, the Board did not consider the potential economies of scale in the Subadviser’s management of the Fund to be a material factor in its consideration at this time.

	•		Other Benefits. The Board considered other benefits that may be realized by the Subadviser and its affiliates from their relationship with the Fund. The Board noted management’s discussion of the fact that, while the Subadviser is an affiliate of VIA, there are no other tangible benefits to the Subadviser or VIA in providing investment advisory services to the Fund, other than the fee to be earned under the Subadvisory Agreement. There may be certain intangible benefits gained to the extent that serving the Fund could provide the opportunity to provide advisory services to additional portfolios of the Trust or could enhance the Subadviser’s reputation in the marketplace, and, therefore, would enable the Subadviser to attract additional client relationships.

Based on all of the foregoing considerations, the Board, including the Independent Trustees, determined that approval of the Subadvisory Agreement was in the best interests of the Fund and its shareholders. Accordingly, the Board, and the Independent Trustees voting separately, approved the Subadvisory Agreement with respect to the Fund.

120

CONSIDERATION OF SUBADVISORY AGREEMENT FOR
VIRTUS MULTI-SECTOR FIXED INCOME FUND
VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
VIRTUS SENIOR FLOATING RATE FUND
BY THE BOARD OF TRUSTEES

The Board of Trustees (the “Board”) of Virtus Opportunities Trust (the “Trust”), including a majority of the Trustees who are not interested persons as defined in Section 2(a)(19) of the Investment Company Act of 1940, last renewed the investment advisory agreement between Virtus Investment Advisers, Inc. (the “Adviser” or “VIA”) and the Trust, with respect to Virtus Multi-Sector Fixed Income Fund, Virtus Multi-Sector Short Term Bond Fund, Virtus Senior Floating Rate Fund (the “Funds”) and certain other funds of the Trust (the “Advisory Agreement”), and the investment subadvisory agreement between VIA and Goodwin Capital Advisers, Inc., with respect to the Funds and certain other funds of the Trust, at an in-person meeting held on November 16-18, 2010. The subadvisory agreement with the Funds’ previous investment subadviser was terminated effective June 2, 2011. At an in-person Board meeting held on June 2, 2011, Fund Management recommended that Newfleet Asset Management, LLC (“Newfleet” or the “Subadviser”) be appointed as subadviser to the Funds and that the Adviser enter into a new subadvisory agreement with Newfleet (the “Subadvisory Agreement”). The Board considered and approved the Subadvisory Agreement for the Funds with Newfleet, as further discussed below.

In evaluating the proposal to appoint Newfleet, the Board requested and evaluated information provided by the Adviser and Newfleet which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether the subadviser change would be in the best interests of the Funds and their shareholders. The Board also took into account discussions with management and information provided to the Board in its meetings throughout the year with respect to the services provided by the previous sub-adviser to the Funds with respect to the portfolio management team, as well as the services provided by the proposed Subadviser to the Funds with respect to other funds in the Trust. The Board noted the affiliation of the Subadviser with VIA and any potential conflicts of interest.

The Independent Trustees were separately advised by independent legal counsel throughout the process. The Board considered all the criteria separately with respect to the Funds and their shareholders. In their deliberations, the Trustees considered various factors, including those discussed below, none of which were controlling, and each Trustee may have attributed different weights to the various factors. The Board also discussed the proposed approval of the Subadvisory Agreement in private sessions with their independent legal counsel at which no representatives of management were present.

Basis for the Board’s Recommendation

In making its determination with respect to the Subadvisory Agreement, the Trustees considered various factors, including:

	•		Nature, extent, and quality of the services to be provided by the Subadviser. The Trustees received in advance of the meeting information in the form of an extensive questionnaire completed by the Subadviser concerning a number of topics, including its investment philosophy, resources, operations and compliance structure. The Trustees noted that the portfolio management team would not change, and that the Subadviser would provide portfolio management, compliance with the Funds’ investment policies and procedures, compliance with applicable securities laws and assurances thereof. The Trustees reviewed biographical information for the portfolio managers who would continue to provide services under the Subadvisory Agreement and noted the breadth and depth of experience presented. In considering the approval of the Subadvisory Agreement, the Trustees considered the Subadviser’s investment management process, including (a) the experience, capability and integrity of the Subadviser’s management and other personnel committed by the Subadviser to the Funds; (b) the financial position of the Subadviser; (c) the quality and commitment of the Subadviser’s regulatory and legal compliance policies, procedures and systems; and (d) the Subadviser’s brokerage and trading practices. The Board also took into account its familiarity with the Subadviser in providing services to other funds of the Trust. The Board concluded that the nature, extent and quality of the services to be provided by the Subadviser to the Funds were reasonable;

	•		Investment Performance. The Board considered the performance of each Fund relative to its benchmark and comparable funds. The Board took into account that the same portfolio management team that currently managed the Funds would continue to do so under the Subadvisory Agreement. The Board concluded that the performance of each Fund was satisfactory;

	•		Subadvisory Fee. The Board took into account that the rate of the investment subadvisory fee that would be paid by VIA (and not the Funds) under the Subadvisory Agreement would remain substantially unchanged from the fees paid under the previous subadvisory agreement. In addition, the fees paid by the Funds to VIA under the Advisory Agreement would not change. The Board also noted that the Funds’ subadvisory fees are paid by VIA and not by the Funds, so that Fund shareholders are not directly impacted by those fees. The Board also took into account the sub-advisory fees paid by the Adviser to fees charged by the Sub-Adviser to manage other comparable sub-advised portfolios. The Board concluded that the proposed subadvisory fee was fair and reasonable in light of services to be provided by Newfleet and all factors considered;

	•		Profitability and economies of scale. In considering the profitability to the Subadviser of its relationship with the Funds, along with the fact that the fees under the Subadvisory Agreement are paid by VIA out of the advisory fees that it receives under the Advisory Agreement and not by the Funds, the Board noted that the subadvisory fees would be paid at substantially the same level as under the previous subadvisory agreement. The Board also noted that the advisory fee to be paid by each Fund to VIA would not change. In addition, the Board noted that VIA had implemented expense limitations with respect to the total net operating expenses of certain of the Funds. For these reasons, the profitability to the Subadviser of its relationship with the Funds was not a material factor in the Board’s deliberations at this time. For similar reasons, the Board did not consider the potential economies of scale in the Subadviser’s management of the Funds to be a material factor in its consideration at this time.

121

FUND MANAGEMENT TABLES
(Unaudited)

Information pertaining to the Trustees and officers of the Trust as of September 30, 2011, is set forth below. The statement of additional information (SAI) includes additional information about the Trustees and is available without charge, upon request, by calling (800) 243-4361. The address of each individual, unless otherwise noted, is 100 Pearl Street, Hartford, CT 06103-4506. There is no stated term of office for Trustees of the Trust.

Independent Trustees


Name,
Year of Birth,
Year Elected and		Principal Occupation(s) During Past 5 Years and
Number of Funds Overseen		Other Directorships Held by Trustee
Leroy Keith, Jr. YOB: 1939 Served since 1996 45 Funds		Chairman, Bloc Global Services Group, LLC (construction and redevelopment company) (2010 to present). Managing Director, Almanac Capital Management (commodities business) (2007 to 2008). Partner, Stonington Partners, Inc. (private equity fund) (2001 to 2007). Director/Trustee, Wells Fargo Advantage Funds (f/k/a Evergreen Funds) (152 portfolios) (1989 to present). Director, Diversapak (soft packaging company) (2002 to present). Director, Obaji Medical Products (skin care company) (2003 to 2007)

Philip R. McLoughlin Chairman YOB: 1946 Served since 1996 58 Funds		Managing Director, SeaCap Asset Management Fund I, L.P. (2009 to present) and SeaCap Partners, LLC (investment management) (2009 to 2010). Partner, Cross Pond Partners, LLC (strategy consulting firm) (2006 to present). Chairman (2010 to present) and Director (1991 to present), World Trust Fund. Chairman and Trustee, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (2003 to present). Director, DTF Tax-Free Income Fund, Inc. and Duff & Phelps Utility and Corporate Bond Trust, Inc. (1996 to present); DNP Select Income Fund Inc. (2009 to present); and Duff & Phelps Global Utility Income Fund Inc. (2011 to present). Director, Argo Group International Holdings, Inc. and its predecessor, PXRE Corporation (insurance) (1986 to 2009).

Geraldine M. McNamara YOB: 1951 Served since 2001 49 Funds		Retired. Managing Director, U.S. Trust Company of New York (private bank) (1982 to 2006). Director, DTF Tax-Free Income Fund, Inc. and Duff & Phelps Utility and Corporate Bond Trust, Inc. (2003 to present); DNP Select Income Fund Inc. (2009 to present); and Duff & Phelps Global Utility Income Fund Inc. (2011 to present).

James M. Oates YOB: 1946 Served since 1996 45 Funds		Managing Director, Wydown Group (consulting firm) (1994 to present). Chairman and Trustee, John Hancock Trust (115 portfolios) and John Hancock Funds II (87 portfolios) (2005 to present). Director, Stifel Financial (1996 to present).Chairman, Connecticut River Bank (1999 to present). Director, Connecticut River Bancorp (1998 to present). Chairman, Emerson Investment Management, Inc. (2000 to present). Director, Trust Company of New Hampshire (2002 to present). Director, Beaumont Financial Partners, LLC (2000 to present). President of the Board (1999 to present) and Director (1985 to present), Middlesex School. Founder, Chairman (1997 to 2006) and Non-Executive Chairman (2007 to present), Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) (financial services). Director, Investors Bank and Trust Co. and Investors Financial Services Corporation (1995 to 2007). Trustee, John Hancock Funds III (2005 to 2006).

Richard E. Segerson YOB: 1946 Served since 1996 45 Funds		Managing Director, Northway Management Company (1998 to present).

Ferdinand L.J. Verdonck YOB: 1942 Served since 2006 45 Funds		Trustee, The J.P. Morgan Fleming Continental European Investment Trust (1998 to present). Director, Galapagos N.V. (biotechnology) (2005 to present). Mr. Verdonck is also a director of several non-U.S. companies.

123

FUND MANAGEMENT TABLES (Continued)
(Unaudited)

Interested Trustee

The individual listed below is an “interested person” of the Trust, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.


Name,
Year of Birth,
Year Elected and		Principal Occupation(s) During Past 5 Years and
Number of Funds Overseen		Other Directorships Held by Trustee
George R. Aylward¹ President YOB: 1964 Served since 2006 47 Funds		Director, President and Chief Executive Officer (2008 to present), Director and President (2006 to 2008), Chief Operating Officer (2004 to 2006), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Various senior officer positions with Virtus affiliates (2008 to present). Senior Executive Vice President and President, Asset Management (2007 to 2008), Senior Vice President and Chief Operating Officer, Asset Management (2004 to 2007), The Phoenix Companies, Inc. Various senior officer positions with Phoenix affiliates (2005 to 2008). President (2006 to present), Executive Vice President (2004 to 2006), the Virtus Mutual Funds Family. President, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (since 2010). Chairman, President and Chief Executive Officer, The Zweig Fund, Inc. and Zweig Total Return Fund, Inc. (2006 to present).


¹		Mr. Aylward is an “interested person,” as defined in the 1940 Act, by reason of his position as President and Chief Executive Officer of Virtus Investment Partners, Inc. (“Virtus”), the ultimate parent company of the Adviser, and various positions with its affiliates including the Adviser.

Officers of the Trust Who Are Not Trustees


Name, Address and	Position(s) Held with Trust and	Principal Occupation(s)
Year of Birth	Length of Time Served	During Past 5 Years
Francis G. Waltman YOB: 1962	Senior Vice President since 2008.	Executive Vice President, Head of Product Management (2009 to present), Senior Vice President, Asset Management Product Development (2008 to 2009), Senior Vice President, Asset Management Product Development (2005 to 2007), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Senior Vice President, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (since 2010). Director (2008 to 2009), Director and President (2006 to 2007), VP Distributors, Inc. (f/k/a Phoenix Equity Planning Corporation). Director and Senior Vice President, Virtus Investment Advisers, Inc. (2008 to present).

Nancy J. Engberg YOB: 1956	Vice President and Chief Compliance Officer since 2010.	Vice President, Virtus Investment Partners, Inc. (2008 to present); Chief Compliance Officer, Virtus Investment Partners, Inc. (2008 to 2011); Chief Compliance Officer, Virtus Variable Insurance Trust (9 portfolios) (since 2011); Vice President and Counsel, The Phoenix Cos., Inc. (2003 to 2008).

W. Patrick Bradley YOB: 1972	Chief Financial Officer and Treasurer since 2005; Vice President since 2011	Senior Vice President, Fund Administration (2009 to present), Vice President, Fund Administration (2007 to 2009), Second Vice President, Fund Control & Tax (2004 to 2006), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Chief Financial Officer and Treasurer (2006 to present), Vice President and Principal Accounting Officer (2006 to 2010), Assistant Treasurer (2004 to 2006), Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios). Chief Financial Officer and Treasurer (2005 to present), Assistant Treasurer (2004 to 2006), certain funds within the Virtus Mutual Funds Family.

Kevin J. Carr YOB: 1954	Vice President, Chief Legal Officer, Counsel and Secretary since 2005.	Senior Vice President (2009 to present), Counsel and Secretary (2008 to present) and Vice President (2008 to 2009), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Vice President, Chief Legal Officer, Counsel and Secretary, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (since 2010). Vice President and Counsel, Phoenix Life Insurance Company (2005 to 2008). Compliance Officer of Investments and Counsel, Travelers Life and Annuity Company (January 2005 to May 2005). Assistant General Counsel and certain other positions, The Hartford Financial Services Group (1995 to 2005).

124

VIRTUS OPPORTUNITIES TRUST
101 Munson Street
Greenfield, MA 01301-9668


Trustees	Investment Adviser
George R. Aylward	Virtus Investment Advisers, Inc.
Leroy Keith, Jr.	100 Pearl Street
Philip R. McLoughlin, Chairman	Hartford, CT 06103-4506
Geraldine M. McNamara
James M. Oates	Principal Underwriter
Richard E. Segerson	VP Distributors, LLC
Ferdinand L.J. Verdonck	100 Pearl Street
	Hartford, CT 06103-4506

Officers
George R. Aylward, President	Transfer Agent
Francis G. Waltman, Senior Vice President	VP Distributors, LLC
Nancy J. Engberg, Vice President and Chief Compliance Officer	100 Pearl Street Hartford, CT 06103-4506
W. Patrick Bradley, Vice President, Chief Financial Officer and Treasurer
Kevin J. Carr, Vice President, Chief Legal Officer, Counsel and Secretary	Custodian
	The Bank of New York Mellon One Wall Street
	New York, NY 10005-2588

	Independent Registered Public Accounting Firm
	PricewaterhouseCoopers LLC
	2001 Market Street
	Philadelphia, PA 19103-7042

	How to Contact Us
	Mutual Fund Services	1-800-243-1574
	Adviser Consulting Group	1-800-243-4361
	Telephone Orders	1-800-367-5877
	Text Telephone	1-800-243-1926
	Web site	http://Virtus.com

Important Notice to Shareholders

The Securities and Exchange Commission has modified mailing regulations for semiannual and annual shareholder fund reports to allow mutual fund companies to send a single copy of these reports to shareholders who share the same mailing address. If you would like additional copies, please call Mutual Fund Services at 1-800-243-1574.

Virtus Allocator Premium AlphaSector Fund, Virtus AlphaSector Rotation Fund,
Virtus Alternatives Diversifier Fund, Virtus CA Tax-Exempt Bond Fund,
Virtus Global Premium AlphaSector Fund and Virtus Premium AlphaSector Fund,
each a series of Virtus Opportunities Trust

Supplement dated September 30, 2011 to the Summary Prospectuses and
Statutory Prospectus, each dated January 31, 2011, as supplemented

Important Notice to Investors

Virtus Allocator Premium AlphaSector Fund, Virtus AlphaSector Rotation Fund, Virtus Alternatives Diversifier Fund, Virtus Global Premium AlphaSector Fund and Virtus Premium AlphaSector Fund

As approved by the Board of Trustees of Virtus Opportunities Trust, effective September 30, 2011, Euclid Advisors LLC (“Euclid”) became an investment subadviser for the above-named funds. The portfolio manager at VIA responsible for the funds will continue to manage the funds on behalf of Euclid.

VIA will continue to be the funds’ investment adviser. No changes to the funds’ principal investment strategies are being made. Also, the fees and expenses paid by the funds remain unchanged.

Each fund’s summary and statutory prospectuses are hereby revised as described below.

	•		For Virtus Allocator Premium AlphaSector Fund and Virtus Global Premium AlphaSector Fund, the description of the subadviser under “Management” in each fund’s summary prospectus and in the respective summary section of the funds’ statutory prospectus is revised to read: “The fund’s subadvisers are Euclid Advisors LLC (“Euclid”), an affiliate of VIA, and F-Squared Institutional Advisors, LLC (“F-Squared”).” The description of Ms. Robinson under “Portfolio Management” is replaced with the following: “Amy Robinson, Managing Director at Euclid, is a manager of the fund. Ms. Robinson has been Portfolio Manager since inception in March 2011.”

	•		For Virtus AlphaSector Rotation Fund, the description of the subadviser under “Management” in the fund’s summary prospectus and in the summary section of the fund’s statutory prospectus is revised to read: “The fund’s subadvisers are Euclid Advisors LLC (“Euclid”), an affiliate of VIA, and F-Squared Investments, Inc. (“F-Squared”).” The description of Ms. Robinson under “Portfolio Management” is replaced with the following: “Amy Robinson, Managing Director at Euclid, is a manager of the fund. Ms. Robinson has been Portfolio Manager since 2009.”

	•		For Virtus Alternatives Diversifier Fund, the description of the adviser under “Management” in the fund’s summary prospectus and in the summary section of the fund’s statutory prospectus is revised to add: “The fund’s subadviser is Euclid Advisors LLC (“Euclid”), an affiliate of VIA.” The description of Mr. Neel is replaced with the following: “Carlton Neel, Senior Managing Director at Euclid, is a manager of the fund. Mr. Neel has been Portfolio Manager since 2008.” The description of Mr. Dickerson is replaced with the following: “David Dickerson, Managing Director at Euclid, is a manager of the fund. Mr. Dickerson has been Portfolio Manager since 2008.”

	•		For Virtus Premium AlphaSector Fund, the description of the subadviser under “Management” in the fund’s summary prospectus and in the summary section of the fund’s statutory prospectus is revised to read: “The fund’s subadvisers are Euclid Advisors LLC (“Euclid”), an affiliate of VIA, and F-Squared Institutional Advisors, LLC (“F-Squared”).” The description of Ms. Robinson under “Portfolio Management” is replaced with the following: “Amy Robinson, Managing Director at Euclid, is a manager of the fund. Ms. Robinson has been Portfolio Manager since inception in July 2010.”

	•		The second and third sentences in the second paragraph under “The Adviser” on page 117 are hereby deleted.

	•		The table showing subadvisers under “Management of the Funds” on page 118 is amended by adding or revising certain rows as follows:


Virtus Allocator Premium AlphaSector Fund		Euclid Advisors LLC (“Euclid”) and F-Squared Institutional Advisors, LLC (“F-Squared Institutional”)

Virtus AlphaSector Rotation Fund		Euclid and F-Squared Investments, Inc.

Virtus Alternatives Diversifier Fund		Euclid

Virtus Global Premium AlphaSector Fund		Euclid and F-Squared Institutional

Virtus Premium AlphaSector Fund		Euclid and F-Squared Institutional

Supplement dated September 30, 2011 to the Summary Prospectuses and
Statutory Prospectus, each dated January 31, 2011, as supplemented (Continued)

	•		The following is added under “The Subadvisers” on page 120:

			Euclid, an affiliate of VIA, is located at 100 Pearl Street, Hartford, CT 06103. Euclid serves as subadviser to mutual funds. As of September 30, 2011, Euclid had approximately $3.7 billion in assets under management. As subadviser to Virtus Allocator Premium AlphaSector Fund, Virtus AlphaSector Rotation Fund, Virtus Global Premium AlphaSector Fund and Virtus Premium AlphaSector Fund, Euclid is responsible for determining final allocations and trading decisions following receipt of F-Squared’s and F-Squared Institutional’s investment recommendations.

	•		The table showing subadvisory fees for each of the funds under “Management of the Funds” on page 121 is amended by adding the following rows:


Virtus Allocator Premium AlphaSector Fund		To Euclid: 20% of net investment management fee To F-Squared Institutional: 50% of net investment management fee

Virtus AlphaSector Rotation Fund		To Euclid: 20% of net investment management fee To F-Squared: 50% of net investment management fee

Virtus Alternatives Diversifier Fund		50% of net investment management fee

Virtus Global Premium AlphaSector Fund		To Euclid: 20% of net investment management fee To F-Squared Institutional: 50% of net investment management fee

Virtus Premium AlphaSector Fund		To Euclid: 20% of net investment management fee To F-Squared Institutional: 50% of net investment management fee

	•		The following sentence is added to the paragraph after the table showing subadvisory fees: “With respect to the Virtus Allocator Premium AlphaSector Fund, Virtus Alpha Sector Rotation Fund, Virtus Alternatives Diversifier Fund, Virtus Global Premium AlphaSector Fund and Virtus Premium AlphaSector Fund, the basis for the Board of Trustees approving the subadvisory agreement with Euclid is expected to be available in the funds’ 2011 annual report, covering the period October 1, 2010 through September 30, 2011.”

	•		The table and narrative under “VIA” on pages 125 and 126 regarding portfolio managers is hereby deleted. The following disclosure is inserted on page 123 immediately following the information about portfolio managers of Duff & Phelps.

Euclid


Virtus Allocator Premium AlphaSector Fund		Amy Robinson (since inception in March 2011)

Virtus AlphaSector Rotation Fund		Amy Robinson (since 2009)

Virtus Alternatives Diversifier Fund		Carlton Neel David Dickerson (both since 2008)

Virtus Global Premium AlphaSector Fund		Amy Robinson (since inception in March 2011)

Virtus Premium AlphaSector Fund		Amy Robinson (since inception in July 2010)

			*David Dickerson.* Mr. Dickerson is Managing Director of Euclid (since September 2011) and Senior Vice President of Zweig Advisers, LLC (“Zweig”). He also serves as portfolio manager of the Virtus Balanced Fund (equity portion), Virtus Growth & Income Fund and Virtus Tactical Allocation Fund (equity portion), as well as The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc., two closed-end funds managed by Zweig. For the period from July 2002 until returning to Zweig in April 2003, Mr. Dickerson was a managing director and principal of Shelter Rock Capital Partners, L.P., a market neutral hedge fund. While previously employed by Zweig from 1993 until July 2002, Mr. Dickerson served as senior portfolio manager for a number of the former Phoenix-Zweig mutual funds.

			*Carlton Neel.* Mr. Neel is Senior Managing Director of Euclid (since September 2011) and Senior Vice President of Zweig. He also serves as portfolio manager of the Virtus Balanced Fund (equity portion), Virtus Growth & Income Fund and Virtus Tactical

Supplement dated September 30, 2011 to the Summary Prospectuses and
Statutory Prospectus, each dated January 31, 2011, as supplemented (Continued)

			Allocation Fund (equity portion), as well as The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc., two closed-end funds managed by Zweig. For the period from July 2002 until returning to Zweig in April 2003, Mr. Neel was a managing director and principal of Shelter Rock Capital Partners, L.P., a market neutral hedge fund. While previously employed by Zweig from 1995 until July 2002, Mr. Neel served as senior portfolio manager for a number of the former Phoenix-Zweig mutual funds.

			*Amy Robinson.* Ms. Robinson is Managing Director of Euclid (since September 2011) and of VIA (since 1992) and leads VIA’s equity trading function. In this role, Ms. Robinson is responsible for all trading activities of investment portfolios and mutual funds; she also manages strategic operational initiatives for the firm. As Portfolio Manager of the above named funds, she is responsible for determining final allocations and trading decisions following receipt of the limited services subadviser’s investment recommendations. Ms. Robinson has 31 years of investment experience and is former president of the Security Traders Association of Connecticut.

Virtus CA Tax-Exempt Bond Fund

As approved by the Board of Trustees of Virtus Opportunities Trust, effective September 30, 2011, Newfleet Asset Management, LLC (“Newfleet”) became the investment subadviser for the Virtus CA Tax-Exempt Bond Fund, which was previously managed directly by Virtus Investment Advisers, Inc. (“VIA”), the fund’s investment adviser. The portfolio manager at VIA responsible for the fund will continue to manage the fund on behalf of Newfleet.

VIA will continue to be the fund’s investment adviser. No changes to the fund’s principal investment strategies are being made. Also, the fees and expenses paid by the fund remain unchanged.

The fund’s summary and statutory prospectuses are hereby revised as described below.

	•		The following is added after the sentence under “Management” in the fund’s summary prospectus and in the summary section of the fund’s statutory prospectus: “The fund’s subadviser is Newfleet Asset Management, LLC (“Newfleet”), an affiliate of VIA (since September 2011).”

	•		The second sentence in the second paragraph under “The Adviser” on page 117 is hereby deleted.

	•		The description of Mr. Heaney under “Portfolio Management” in the fund’s summary prospectus and in the summary section of the fund’s statutory prospectus is replaced with the following: “Timothy M. Heaney, CFA, Senior Portfolio Manager — Municipal Securities at Newfleet, is the manager of the fund. Mr. Heaney has been Portfolio Manager since 1997 and co-managed the fund from 1996 to 1997.”

	•		The table showing subadvisers for each of the funds under “Management of the Funds” on page 118 is amended by adding the following row:


Virtus CA Tax-Exempt Bond Fund		Newfleet Asset Management, LLC (“Newfleet”)

•

The table showing subadvisory fees for each of the funds under “Management of the Funds” on page 121 is amended by adding the following row:


Virtus CA Tax-Exempt Bond Fund		50% of net investment management fee

	•		The following sentence is added to the paragraph after the table showing subadvisory fees: “With respect to the Virtus CA Tax-Exempt Bond Fund, the basis for the Board of Trustees approving the subadvisory agreement is expected to be available in the fund’s 2011 annual report, covering the period October 1, 2010 through September 30, 2011.”

	•		The information about Mr. Heaney in the table under “VIA” on page 126 is moved to appear under “SCM Advisors” (renamed “Newfleet” by supplement) on page 124. The biographical information for Mr. Heaney under “VIA” is removed and the following is inserted under “SCM Advisors” (renamed “Newfleet” by supplement).

			*Timothy M. Heaney, CFA.* Mr. Heaney is Senior Portfolio Manager — Municipal Securities at Newfleet (since September 2011) and served as Senior Vice President and Portfolio Manager, Fixed Income of VIA (2008 to September 2011). Previously, he was associated with Goodwin Capital Advisers, Inc. (2007 to 2008), formerly an affiliate of VIA, and was also Managing Director, Fixed Income (1997-2007), Director, Fixed Income Research (1996 to 1997) and Investment Analyst (1995 to 1996) of VIA. He served as Investment Analyst of Phoenix Life Insurance Company from 1992 until 1994. Mr. Heaney also manages DTF Tax-Free Income, Inc., a closed-end fund managed by Duff & Phelps Investment Management Co, an affiliate of Newfleet and VIA.

Investors should retain this supplement with the Prospectus for future reference.

Virtus Multi-Sector Fixed Income Fund, Virtus Multi-Sector Short Term Bond Fund,
Virtus Senior Floating Rate Fund, Virtus Bond Fund and Virtus High Yield Fund,
each a series of Virtus Opportunities Trust

Supplement dated June 2, 2011 to the Prospectus
dated January 31, 2011, as supplemented

IMPORTANT NOTICE TO INVESTORS

Virtus Multi-Sector Fixed Income Fund, Virtus Multi-Sector Short Term Bond Fund and Virtus Senior Floating Rate Fund

As approved by the Board of Trustees of Virtus Opportunities Trust, effective June 2, 2011, Newfleet Asset Management, LLC (formerly named SCM Advisors, LLC) (“Newfleet”) became the investment subadviser for the above-named funds, replacing Goodwin Capital Advisers, Inc. (“Goodwin”). The portfolio managers at Goodwin responsible for these funds, along with their support team, will continue to manage the funds on behalf of Newfleet, thereby continuing management by the current portfolio management team.

No changes to the funds’ principal investment strategies are being made. Also, the fees and expenses paid by the funds remain unchanged.

Each of the funds’ summary and statutory prospectuses is hereby revised as described below.

	•		The second sentence under “Management” in the funds’ summary prospectuses and in the summary sections of the funds’ statutory prospectus is replaced with: “The fund’s subadviser is Newfleet Asset Management, LLC (“Newfleet”), an affiliate of VIA (since June 2011).”

	•		References to Goodwin in the portfolio managers’ biographical information under “Portfolio Management” in the funds’ summary prospectuses and in the summary sections of the funds’ statutory prospectus are replaced with references to Newfleet. The disclosure is further amended to reflect Mr. Albrycht’s title at Newfleet as Chief Investment Officer — Multi-Sector Fixed Income Strategies and Mr. Jennings’ title at Newfleet as Portfolio Manager — Bank Loan Sector.

	•		The fourth sentence in the last paragraph under “Management of the Funds” on page 117 is deleted.

	•		References to Goodwin Capital Advisers, Inc. and Goodwin in the table under “The Adviser” on page 118 are changed to “Newfleet Asset Management, LLC” and “Newfleet,” respectively.

	•		The description of Goodwin under “Subadvisers” on page 120 is deleted.

	•		The description of SCM Advisors under “Subadvisers” on page 120 is revised to reflect the firm’s name change to “Newfleet Asset Management, LLC” and to reflect a second location for the firm at 100 Pearl Street, Hartford, CT 06103.

	•		The subadvisory fee paid by VIA on behalf of Virtus Multi-Sector Fixed Income Fund and Virtus Multi-Sector Short Term Bond Fund as shown in the table on page 121 is revised to read: “50% of the net investment management fee.”

	•		The information about each portfolio manager in the table under “Goodwin” on page 123 is moved to appear under “SCM Advisors” on page 124, to be renamed “Newfleet.” The biographical information for each of the portfolio managers under “Goodwin” is removed and the following is inserted under “SCM Advisors,” to be renamed “Newfleet.”

			*David L. Albrycht, CFA.* Mr. Albrycht is Chief Investment Officer — Multi-Sector Fixed Income Strategies at Newfleet (since June 2011). Until June 2011, he was Executive Managing Director (2008 to 2011) and Vice President (2005 to 2008), Fixed Income, of Goodwin Capital Advisers, Inc. (“Goodwin”). Previously, he was associated with VIA, at which time it was an affiliate of Goodwin. He managed fixed income portfolios for Goodwin affiliates since 1991.

			*Kyle A. Jennings, CFA.* Mr. Jennings is Portfolio Manager — Bank Loan Sector of Newfleet (since June 2011). Until June 2011, he was Managing Director (2008 to 2011) and 2nd Vice President (2005 to 2008) of Goodwin. Previously, he was associated with VIA, at which time it was an affiliate of Goodwin, and was a member of the corporate research team since 1998. Mr. Jennings is the sector manager for the leveraged loan sector and assists in formulation of the leveraged loan finance strategy for the retail multi-sector funds. He has 17 years of investment experience.

Virtus Bond Fund and Virtus High Yield Fund

Effective June 2, 2011, SCM Advisors, LLC, subadviser to the above-named funds, changed its name to Newfleet Asset Management, LLC. Accordingly, all references to SCM Advisors, LLC in the funds’ summary prospectuses and statutory prospectus are hereby changed to references to “Newfleet Asset Management, LLC” and all references to SCM Advisors are changed to references to “Newfleet.”

Investors should retain this supplement with the Prospectus for future reference.

Table of Contents

Virtus Foreign Opportunities Fund
(“Foreign Opportunities Fund”)


Message to Shareholders			1
Disclosure of Fund Expenses			2
Fund Summary			4
Key Investment Terms			5
Schedule of Investments			7
Statement of Assets and Liabilities			10
Statement of Operations			11
Statement of Changes in Net Assets			12
Financial Highlights			13
Notes to Financial Statements			14
Report of Independent Registered Public Accounting Firm			23
Tax Information Notice			24
Fund Management Tables			25

PROXY VOTING PROCEDURES (FORM N-PX)

The adviser and subadviser vote proxies relating to portfolio securities in accordance with procedures that have been approved by the Trustees of the Trust (“Trustees,” the “Board”). You may obtain a description of these procedures, along with information regarding how the Fund voted proxies during the most recent 12-month period ended June 30, free of charge, by calling toll-free 1-800-243-1574. This information is also available through the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

FORM N-Q INFORMATION

The Trust files a complete schedule of portfolio holdings for the Fund with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SEC’s website at http://www.sec.gov. Form N-Q may be reviewed and copied at the SEC’s Public Reference Room. Information on the operation of the SEC’s Public Reference Room can be obtained by calling toll-free 1-800-SEC-0330.

This report is not authorized for distribution to prospective investors in the Virtus Foreign Opportunities Fund unless preceded or accompanied by an effective prospectus which includes information concerning the sales charge, the Fund’s record and other pertinent information.

MESSAGE TO SHAREHOLDERS

Dear Fellow Shareholders of Virtus Mutual Funds:

Investors faced these economic factors during the past year:

	•		U.S. gross domestic product (“GDP”), a key measure of economic growth, shrank to an annual rate of 1.3 percent, far below its historical average of 3.28 percent;

	•		U.S. manufacturing activity, which had been expanding since the recession ended in June 2009, weakened;

	•		The nation’s unemployment rate remained above 9 percent, hitting a high of 9.2 percent in July;

	•		A sovereign debt crisis engulfed several European nations;

	•		Many U.S. corporations reported positive earnings throughout the period, but their general reluctance to invest in capital spending and new hiring caused investors concerns about a continued economic slowdown.

Thank you for investing with Virtus. Our experienced investment teams remain committed to your long-term financial success.

Sincerely,

George R. Aylward
President, Virtus Mutual Funds

October 2011

Whenever you have questions about your account, or require additional information, please visit us on the Web at www.virtus.com or call our shareowner service group toll-free at 1-800-243-1574.

Performance data quoted represents past results. Past performance is no guarantee of future results and current performance may be higher or lower than performance shown above.

VIRTUS FOREIGN OPPORTUNITIES FUND
Disclosure of Fund Expenses (Unaudited)
For the six-month period of April 1, 2011 to September 30, 2011

We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of the Virtus Foreign Opportunities Fund (the “Fund”) you may incur two types of costs: (1) transaction costs, including sales charges on purchases of Class A shares and contingent deferred sales charges on Class C shares; and (2) ongoing costs, including investment advisory fees; distribution and service fees; and other expenses. Class I shares are sold without a sales charge and do not incur distribution and service fees. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. The following Expense Table illustrates your Fund’s costs in two ways.

Actual Expenses

The first section of the accompanying table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.

Hypothetical Example for Comparison Purposes


		Ticker Symbols:
VIRTUS FOREIGN OPPORTUNITIES FUND		Class A: JVIAX
		Class C: JVICX
		Class I: JVXIX







§		Foreign Opportunities Fund (the “Fund”) is diversified and has an investment objective of long-term capital appreciation. There is no guarantee that the Fund will achieve its objective.

§		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned -4.15%, Class C shares returned -4.85% and Class I shares returned -3.88%. For the same period, the S&P^{^®}500 Index, a broad-based equity index, returned 1.14% and the MSCI EAFE^{^®}Index (net), the Fund’s style-specific index appropriate for comparison, returned -9.36%.

		All performance figures assume reinvestment of distribution and exclude the effect of sales charges. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown.

How did the market perform during the Fund’s fiscal year?

§		During the latter half of the fiscal year, equity markets across the globe were plagued by increased volatility and heavy trading volumes, primarily resulting from concerns about debt issues in developed countries.

§		In the United States, the Federal Reserve announced it would pursue Operation Twist—a plan to buy $400 billion in long-term Treasury securities with proceeds from the sale of short-term government debt. The Fed’s intent is to hold interest rates low in an effort to support the American economy. Investors appeared to be unimpressed as markets sold off sharply following the announcement.

§		In Europe, the sovereign-debt crisis was compounded by slower gross domestic product growth estimates in both the U.S. and Europe. Regulators in Spain, France and Italy banned short selling in their equity markets in an effort to stabilize the region. Even with all the efforts to solve the debt problems of the European periphery, the threat of contagion persists.

§		Policymakers in many emerging nations continued to battle both inflation and recession concerns. If world economies begin to tip into recession, it’s likely that emerging nations with high absolute interest rates will be able to recover fairly quickly by cutting those rates. Developed nations with near zero rates will likely require longer and more complex strategies to right their economies.

What factors affected the Fund’s performance during its fiscal year?

§		What we view as strong stock selection in Switzerland helped portfolio performance during the reporting period. Phillip Morris International and Nestle made positive performance contributions.

§		The portfolio’s holdings in the United Kingdom also performed well. Consumer Staples names, such as British American Tobacco and Imperial Tobacco Group helped performance.

§		The portfolio had significantly more exposure to Consumer Staples companies, such as British American Tobacco, Imperial Tobacco Group, Phillip Morris International, and Diageo, than the index did. This helped performance during the reporting period.

§		The portfolio had less exposure to the Financials sector during the period than its benchmark. The companies held, including Daito Trust Construction in Japan, helped performance.

§		We avoided European bank stocks before the most recent crisis—when they were selling at statistically low price-to-book multiples—because of the serious structural challenges facing the industry. Despite the recent dramatic sell-off, we still are not prepared to invest because those structural issues have yet to be resolved.

§		Despite this recent period of sharp relative outperformance, the portfolio’s positioning has not changed meaningfully and we remain confident that the superior earnings profiles of companies we seek will continue to leave us well positioned to achieve our long term performance goals.

For information regarding the indexes and certain investment terms, see the Key Investment Terms on page 5.

VIRTUS FOREIGN OPPORTUNITIES FUND (Continued)

There is no guarantee that the Fund will meet its objective.

Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic and market risk. Because the Fund is heavily weighted in a single sector, it will be impacted by that sector’s performance more than a fund with broader sector diversification.

Asset Allocations

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2011.


Consumer Staples	47	%
Financials	13
Health Care	10
Consumer Discretionary	7
Energy	6
Industrials	4
Utilities	3
Other (includes short-term investments and securities lending collateral)	10

Total	100	%

KEY INVESTMENT TERMS

American Depositary Receipt (ADR)

Represents shares of foreign companies traded in U.S. dollars on U.S. exchanges that are held by a U.S. bank or trust. Foreign companies use ADRs in order to make it easier for Americans to buy their shares.

Barclays Capital U.S. Aggregate Bond Index

The Barclays Capital U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis.

Exchange-Traded Funds (ETF)

Portfolios of stocks or bonds that track a specific market index.

MSCI EAFE^{^®}Index (net)

A free float-adjusted market capitalization index that measures developed foreign market equity performance, excluding the U.S. and Canada. The index is calculated on a total return basis with gross dividends reinvested.

Quantitative Easing (QE2)

Sponsored American Depositary Receipt (ADR)

S&P 500^{^®}Index

The S&P 500^{^®}Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested.

VIRTUS FOREIGN OPPORTUNITIES FUND (Continued)

Average Annual Total Returns¹for periods ended 9/30/11

Since

Inception

Year

Years

Inception

Date

Class A Shares at NAV²

-4.15

-0.42

8.03

—

Class A Shares at POP^3,4

-9.66

-1.59

7.40

—

Class C Shares at NAV²and with CDSC⁴

-4.85

-1.17

—

7.57

10/10/03

Class I Shares at NAV

-3.88

-0.15

—

0.63

5/15/06

S&P 500^{^®}Index

1.14

-1.18

2.82

—

⁵

—

⁵

MSCI EAFE^{^®}Index (net)

-9.36

-3.46

5.03

—

⁶

—

⁶

Fund Expense Ratios⁷: A Shares: 1.47%; C Shares: 2.22%; I Shares: 1.22%.

All returns represent past performance which is no guarantee of future results. Current performance may be higher or lower than the performance shown. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The above table and graph below do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Please visit Virtus.com for performance data current to the most recent month-end.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 5.75% sales charge.

⁴		CDSC (contingent deferred sales charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for certain redemptions of Class A shares made within 18 months of purchases in which a finder’s fee was paid and all Class C shares are 1% within the first year and 0% thereafter.

⁵		Index performance is 3.42% for Class C (since 10/10/03) and -0.39% for Class I (since 5/15/06).

⁶		Index performance is 4.70% for Class C (since 10/10/03) and -3.29% for Class I (since 5/15/06).

⁷		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios.

Growth of $10,000 for periods ended 9/30

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

VIRTUS FOREIGN OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
PREFERRED STOCK—3.5%
Consumer Staples—1.8%
Companhia de Bebidas das Americas ADR 2.94% (Brazil)		571,310	$	17,511

Financials—0.5%
Itau Unibanco Holding SA ADR 2.40% (Brazil)		324,560		5,037

Utilities—1.2%
AES Tiete SA 10.59% (Brazil)		899,815		11,246
TOTAL PREFERRED STOCK (Identified Cost $17,877)				33,794

COMMON STOCKS—93.9%
Consumer Discretionary—6.7%
Bureau Veritas SA (France)		182,660		13,130
Domino’s Pizza plc (United Kingdom)		2,086,367		14,385
Hermes International (France)		35,428		10,608
Nitori Co., Ltd. (Japan)		234,050		23,559
Wynn Macau Ltd. (Hong Kong)		1,763,200		4,170

				65,852

Consumer Staples—46.6%
Anheuser-InBev N.V. (Belgium)		418,015		22,188
British American Tobacco (United Kingdom)		1,509,634		63,745
Coca-Cola Amatil Ltd. (Australia)		1,435,129		16,441
Colruyt SA (Belgium)		188,134		7,816
Diageo plc (United Kingdom)		1,142,953		21,792
Imperial Tobacco Group plc (United Kingdom)		1,289,754		43,526
ITC Ltd. (India)		6,639,678		26,747
L’Oreal S.A. (France)⁽²⁾		83,298		8,126
Lindt & Spruengli AG (Switzerland)		465		1,359
Nestle India Ltd. (India)		135,098		11,691
Nestle S.A. Registered Shares (Switzerland)		793,600		43,690
Pernod-Ricard S.A. (France)⁽³⁾		165,936		12,992
Philip Morris International, Inc. (United States)		907,872		56,633
Reckitt Benckiser Group plc (United Kingdom)		373,579		18,929
SABMiller plc (United Kingdom)		588,314		19,196
Souza Cruz SA (Brazil)		1,732,925		17,262
Tesco plc (United Kingdom)		3,455,991		20,244
Unilever N.V. (Netherlands)		657,354		20,807
Wal-Mart de Mexico S.A.B. de C.V. (Mexico)		2,462,560		5,647
Woolworths Ltd. (Australia)		691,457		16,523

				455,354

Energy—6.2%
Canadian Natural Resources Ltd. (Canada)		490,862		14,413
Core Laboratories N.V. (Netherlands)⁽³⁾		262,840		23,611
Ecopetrol SA (Colombia)⁽³⁾		213,478		8,601
Royal Dutch Shell plc A Shares (United Kingdom)		451,555		13,925

				60,550

Financials—12.6%
Admiral Group plc (United Kingdom)		370,613		7,270
Amlin plc (United Kingdom)		634,953		2,791
CETIP SA — Balcao Organizado de Ativos e Derivativos (Brazil)		916,361		10,776
Daito Trust Construction Co., Ltd. (Japan)		126,800		11,625
Housing Development Finance Corp. (India)		2,824,803		36,775

See Notes to Financial Statements

VIRTUS FOREIGN OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
Financials—continued
Housing Development Finance Corp. Bank Ltd. (India)		3,999,675	$	37,836
Housing Development Finance Corp. Bank Ltd. ADR (India)		45,423		1,324
Oversea-Chinese Banking Corp., Ltd. (Singapore)		1,596,600		9,840
QBE Insurance Group Ltd. (Australia)		361,845		4,443

				122,680

Health Care—9.8%
BioMerieux (France)		124,052		10,810
Cie Generale D’optique Essilor International SA (France)		256,754		18,464
Covidien plc (Ireland)		563,830		24,865
Novartis AG Registered Shares (Switzerland)		384,597		21,484
Novo Nordisk A/S Class B (Denmark)		203,205		20,267

				95,890

Industrials—4.5%
Bharat Heavy Electricals Ltd. (India)⁽²⁾		207,240		6,911
Bunzl plc (United Kingdom)		621,234		7,403
Canadian National Railway Co. (Canada)		204,275		13,651
Indutrade AB (Sweden)		141,483		3,369
Kuehne & Nagel International AG (Switzerland)		57,410		6,443
Rolls-Royce Holdings plc (United Kingdom)		620,254		5,702

				43,479

Information Technology—2.8%
Baidu.com, Inc. Sponsored ADR (China)⁽²⁾		67,929		7,262
Redecard SA (Brazil)		1,127,063		15,172
Tata Consultancy Services Ltd. (India)		214,000		4,504

				26,938

Materials—2.8%
Fresnillo plc (United Kingdom)		282,280		6,901
Goldcorp, Inc. (Canada)		236,400		10,844
Newcrest Mining Ltd. (Australia)		301,875		9,950

				27,695

Utilities—1.9%
CPFL Energia SA (Brazil)		774,000		8,459
CPFL Energia SA ADR (Brazil)⁽³⁾		209,600		4,643
Scottish & Southern Energy plc (United Kingdom)		244,891		4,914

				18,016
TOTAL COMMON STOCKS (Identified Cost $735,929)				916,454
TOTAL LONG-TERM INVESTMENTS—97.4% (Identified Cost $753,806)				950,248

SHORT-TERM INVESTMENTS—2.6%
Money Market Mutual Funds—2.6%
Dreyfus Cash Management Fund — Institutional Shares (seven-day effective yield 0.050%)		25,422,468		25,422
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $25,422)				25,422

SECURITIES LENDING COLLATERAL—2.8%
Dreyfus Cash Advantage Fund — Institutional Shares (seven-day effective yield 0.070%)⁽⁴⁾		27,761,632		27,762
TOTAL SECURITIES LENDING COLLATERAL (Identified Cost $27,762)				27,762

TOTAL INVESTMENTS—102.8% (Identified Cost $806,990)				1,003,432	⁽¹⁾
Other assets and liabilities, net—(2.8)%				(26,884	)

NET ASSETS—100.0%			$	976,548

See Notes to Financial Statements

VIRTUS FOREIGN OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011


Country Weightings (Unaudited)†
United Kingdom	25	%
India	13
United States	11
Brazil	9
France	7
Switzerland	7
Australia	5
Other	23

Total	100	%


† % of total investments as of September 30, 2011.

ABBREVIATIONS:

ADR American Depositary Receipt

FOOTNOTE LEGEND:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 8, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Non-income producing.

⁽³⁾		All or a portion of security is on loan.

⁽⁴⁾		Represents security purchased with cash collateral received for securities on loan.

($ reported in thousands)

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2011 (see Security Valuation Note 2A in the Notes to Financial Statements):


	Total Value				Level 2 —
	at		Level 1 —		Significant
	September 30,		Quoted		Observable
	2011		Prices		Inputs
Investments in Securities:
Equity Securities:
Common Stocks	$	916,454	$	223,164	$	693,290
Preferred Stocks		33,794		11,246		22,548
Securities Lending Collateral		27,762		27,762		—
Short-Term Investments		25,422		25,422		—

Total Investments	$	1,003,432	$	287,594	$	715,838

Securities held by the Fund with an end of period value of $520,456 were transferred from Level 1 into Level 2. Please refer to the security valuation note in the Notes to Financial Statements.

There are no Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

VIRTUS FOREIGN OPPORTUNITIES FUND
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2011

(Reported in thousands except shares and per share amounts)


Assets
Investment in securities at value⁽¹⁾⁽²⁾	$	1,003,432
Receivables
Investment securities sold		1,810
Fund shares sold		692
Dividends and interest receivable		5,319
Tax reclaims		2,350
Prepaid expenses		63

Total assets		1,013,666

Liabilities
Payables
Cash overdraft		24
Fund shares repurchased		2,949
Investment securities purchased		4,858
Collateral on securities loaned		27,762
Investment advisory fee		726
Distribution and service fees		116
Administration fee		115
Transfer agent fees and expenses		344
Trustees’ fee and expenses		8
Professional fee		32
Other accrued expenses		184

Total liabilities		37,118

Net Assets	$	976,548


Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	1,135,513
Accumulated undistributed net investment income (loss)		16,261
Accumulated undistributed net realized gain (loss)		(371,744	)
Net unrealized appreciation (depreciation) on investments		196,518

Net Assets	$	976,548


Class A
Net asset value (net assets/shares outstanding) per share	$	20.83
Maximum offering price per share NAV/(1—5.75%)	$	22.10
Shares of beneficial interest outstanding, $0.001 par value, unlimited authorization		16,640,638
Net Assets	$	346,594
Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	20.57
Shares of beneficial interest outstanding, $0.001 par value, unlimited authorization		2,223,588
Net Assets	$	45,742
Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	20.89
Shares of beneficial interest outstanding, $0.001 par value, unlimited authorization		27,968,614
Net Assets		584,212


⁽¹⁾ Investment in securities at cost	$	806,990
⁽²⁾ Market value of securities on loan	$	26,081

See Notes to Financial Statements

VIRTUS FOREIGN OPPORTUNITIES FUND
STATEMENT OF CHANGES IN NET ASSETS

(Reported in thousands)


	Year Ended			Year Ended
	September 30, 2011			September 30, 2010
From Operations
Net investment income (loss)	$	18,693		$	22,111
Net realized gain (loss)		31,216			(10,019	)
Net change in unrealized appreciation (depreciation)		(85,899	)		150,758

Increase (decrease) in net assets resulting from operations		(35,990	)		162,850

From Distributions to Shareholders
Net investment income, Class A		(7,322	)		(6,262	)
Net investment income, Class C		(526	)		(470	)
Net investment income, Class I		(10,694	)		(8,996	)

Decrease in net assets from distributions to shareholders		(18,542	)		(15,728	)

From Share Transactions
Sale of shares
Class A (3,115 and 6,955 shares, respectively)		69,970			139,306
Class C (175 and 389 shares, respectively)		3,871			7,732
Class I (5,496 and 6,263 shares, respectively)		125,479			125,220
Reinvestment of distributions
Class A (299 and 286 shares, respectively)		6,670			5,659
Class C (16 and 17 shares, respectively)		366			341
Class I (435 and 402 shares, respectively)		9,694			7,956
Shares repurchased
Class A (9,127 and 10,912 shares, respectively)		(206,103	)		(218,783	)
Class C (924 and 1,104 shares, respectively)		(20,587	)		(21,975	)
Class I (6,137 and 7,031 shares, respectively)		(139,196	)		(141,846	)

Increase (decrease) in net assets from share transactions		(149,836	)		(96,390	)

Net increase (decrease) in net assets		(204,368	)		50,732

Net Assets
Beginning of year		1,180,916			1,130,184

End of year	$	976,548		$	1,180,916

Accumulated undistributed net investment income (loss) at end of year	$	16,261		$	16,962

See Notes to Financial Statements

VIRTUS FOREIGN OPPORTUNITIES FUND
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE
OUTSTANDING THROUGHOUT EACH PERIOD


	Net Asset Value, Beginning of Period		Net Investment Income (Loss)⁽⁴⁾			Net Realized and Unrealized Gain (Loss)			Total from Investment Operations			Dividends from Net Investment Income			Distributions from Net Realized Gains			Total Distributions			Change in Net Asset Value			Net Asset Value, End of Period		Total Return⁽¹⁾			Net Assets, End of Period (000’s)		Ratio of Net Expenses to Average Net Assets⁽⁷⁾			Ratio of Gross Expenses to Average Net Assets (before waivers and reimbursements)⁽⁷⁾			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate

Class A
10/1/10 to 9/30/11	$	22.06		0.34			(1.23	)		(0.89	)		(0.34	)		—			(0.34	)		(1.23	)	$	20.83		(4.15	)%	$	346,594		1.47	%		1.47	%		1.48	%		31	%
10/1/09 to 9/30/10		19.40		0.37			2.54			2.91			(0.25	)		—			(0.25	)		2.66			22.06		15.34			493,214		1.47			1.47			1.82			34
10/1/08 to 9/30/09		20.54		0.34			(1.29	)		(0.95	)		(0.18	)		(0.01	)		(0.19	)		(1.14	)		19.40		(4.41	)		505,009		1.48			1.48			2.09			63
10/1/07 to 9/30/08		28.58		0.20			(7.59	)		(7.39	)		(0.17	)		(0.48	)		(0.65	)		(8.04	)		20.54		(26.48	)		620,952		1.37	⁽⁵⁾		1.39			0.78			129
3/1/07 to 9/30/07		25.00		0.22			3.46			3.68			(0.06	)		(0.04	)		(0.10	)		3.58			28.58		14.72	⁽³⁾		667,719		1.36	⁽²⁾		1.40	⁽²⁾		1.44	⁽²⁾		49	⁽³⁾
3/1/06 to 2/28/07		21.47		0.21			4.08			4.29			(0.17	)		(0.59	)		(0.76	)		3.53			25.00		20.39			360,822		1.37			1.43			0.88			57
Class C
10/1/10 to 9/30/11	$	21.81		0.17			(1.22	)		(1.05	)		(0.19	)		—			(0.19	)		(1.24	)	$	20.57		(4.85	)%	$	45,742		2.22	%		2.22	%		0.74	%		31	%
10/1/09 to 9/30/10		19.21		0.21			2.52			2.73			(0.13	)		—			(0.13	)		2.60			21.81		14.42			64,480		2.22			2.21			1.04			34
10/1/08 to 9/30/09		20.27		0.22			(1.27	)		(1.05	)		—			(0.01	)		(0.01	)		(1.06	)		19.21		(5.18	)		70,201		2.23			2.23			1.33			63
10/1/07 to 9/30/08		28.31		0.01			(7.52	)		(7.51	)		(0.05	)		(0.48	)		(0.53	)		(8.04	)		20.27		(27.04	)		95,523		2.12	⁽⁵⁾		2.15			0.03			129
3/1/07 to 9/30/07		24.85		0.10			3.44			3.54			(0.04	)		(0.04	)		(0.08	)		3.46			28.31		14.24	⁽³⁾		106,847		2.11	⁽²⁾		2.16	⁽²⁾		0.64	⁽²⁾		49	⁽³⁾
3/1/06 to 2/28/07		21.41		(0.01	)		4.11			4.10			(0.07	)		(0.59	)		(0.66	)		3.44			24.85		19.46			45,154		2.13			2.17			(0.06	)		57
Class I
10/1/10 to 9/30/11	$	22.12		0.42			(1.26	)		(0.84	)		(0.39	)		—			(0.39	)		(1.23	)	$	20.89		(3.88	)%	$	584,212		1.22	%		1.22	%		1.83	%		31	%
10/1/09 to 9/30/10		19.45		0.42			2.54			2.96			(0.29	)		—			(0.29	)		2.67			22.12		15.60			623,222		1.22			1.22			2.08			34
10/1/08 to 9/30/09		20.58		0.40			(1.28	)		(0.88	)		(0.24	)		(0.01	)		(0.25	)		(1.13	)		19.45		(4.03	)		554,974		1.23			1.23			2.42			63
10/1/07 to 9/30/08		28.61		0.27			(7.61	)		(7.34	)		(0.21	)		(0.48	)		(0.69	)		(8.03	)		20.58		(26.31	)		399,898		1.12	⁽⁵⁾		1.15			1.01			129
3/1/07 to 9/30/07		25.00		0.25			3.47			3.72			(0.07	)		(0.04	)		(0.11	)		3.61			28.61		14.88	⁽³⁾		431,985		1.11	⁽²⁾		1.15	⁽²⁾		1.59	⁽²⁾		49	⁽³⁾
5/15/06⁽⁶⁾to 2/28/07		22.54		0.13			3.14			3.27			(0.22	)		(0.59	)		(0.81	)		2.46			25.00		14.84	⁽³⁾		83,938		1.13	⁽²⁾		1.17	⁽²⁾		0.71	⁽²⁾		57	⁽³⁾


⁽¹⁾		Sales charges, where applicable, are not reflected in the total return calculation.

⁽²⁾		Annualized.

⁽³⁾		Not annualized.

⁽⁴⁾		Computed using average shares outstanding.

⁽⁵⁾		Blended net expense ratio.

⁽⁶⁾		Inception date.

⁽⁷⁾		The Fund may invest in other funds, and the annualized expense ratios do not reflect fees and expenses associated with the underlying funds.

See Notes to Financial Statements

VIRTUS FOREIGN OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

1.		Organization

		Virtus Opportunities Trust (the “Trust”) is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as an open-end management investment company.

		As of the date of this report, 22 funds are offered for sale, of which the Foreign Opportunities Fund is reported in this annual report. The Fund’s investment objective is outlined on the Fund Summary page.

		The Fund offers Class A shares, Class C shares and Class I shares.

		Class A shares are sold with a front-end sales charge of up to 5.75% with some exceptions. Generally, Class A shares are not subject to any charges by the Fund when redeemed; however, a 1% contingent deferred sales charge (“CDSC”) may be imposed on certain redemptions made within 18 months following purchases on which a finder’s fee has been paid. The CDSC period begins on the last day of the month preceding the month in which the purchase was made.

		Class C shares are generally sold with a 1% CDSC, if applicable, if redeemed within one year of purchase. Class I shares are sold without a front-end sales charge or CDSC. Effective January 1, 2011, Virtus Mutual Funds impose an annual fee on accounts having balances of less than $2,500. The small account fee may be waived in certain circumstances, as disclosed in the prospectuses and/or statements of additional information. The fees collected will be used to offset certain expenses of the Funds. Each class of shares has identical voting, dividend, liquidation and other rights and the same terms and conditions, except that each class bears different distribution and/or service fees under a Board-approved 12b-1 and/or shareholder service plan and has exclusive voting rights with respect to this plan. Class I shares are not subject to a 12b-1 plan. Income and other expenses and realized and unrealized gains and losses of the Fund are borne pro rata by the holders of each class of shares.

2.		Significant Accounting Policies

		The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and those differences could be significant.

	A.		Security valuation:

			Security Valuation procedures for the Fund have been approved by the Board. All internally fair valued securities, referred to below, are approved by a valuation committee appointed under the direction of the Board.

			The Fund utilizes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

	•		Level 1 — quoted prices in active markets for identical securities

	•		Level 2 — prices determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

VIRTUS FOREIGN OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

•

Level 3 — prices determined using significant unobservable inputs (including the valuation committee’s own assumptions in determining the fair value of investments)

			A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis is as follows:

			Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded, or if no closing price is available, at the last bid price and are categorized as Level 1 in the hierarchy. Restricted equity securities and private placements that are not widely traded, are illiquid or are internally fair valued by the valuation committee, are generally categorized as Level 3 in the hierarchy.

			Certain foreign securities may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that the Fund calculates its net asset value (generally, the close of the New York Stock Exchange (“NYSE”)) that may impact the value of securities traded in these foreign markets. In such cases the Fund fair values foreign securities using an independent pricing service which considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as ADRs, financial futures, ETFs, and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy. Because the frequency of significant events is not predictable, fair valuation of certain Foreign Common stocks may occur on a frequent basis.

			Listed derivatives that are actively traded are valued based on quoted prices from the exchange and are categorized as Level 1 in the hierarchy. Over the counter (OTC) derivative contracts, which include Forward Currency Contracts and Equity Linked instruments, do not require material subjectivity as pricing inputs are observed from actively quoted markets and are categorized as Level 2 in the hierarchy.

			Investments in open-end mutual funds are valued at their closing net asset value determined as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern time) each business day and are categorized as Level 1 in the hierarchy. Short-term Notes having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market and are generally categorized as Level 2 in the hierarchy.

			A summary of the inputs used to value the Fund’s major categories of assets and liabilities, which primarily include investments of the Fund by each major security type is disclosed at the end of the Schedule of Investments for the Fund. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

	B.		Security transactions and related income:

			Security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date, or in the case of certain foreign securities, as soon as the Fund is notified. Interest income is recorded on the accrual basis. The Fund amortizes premiums and accretes discounts using the effective interest method. Realized gains and losses are determined on the identified cost basis.

VIRTUS FOREIGN OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

	C.		Income taxes:

			The Fund is treated as a separate taxable entity. It is the intent of the Fund to comply with the requirements of Subchapter M of the Internal Revenue Code and to distribute substantially all of its taxable income to its shareholders. Therefore, no provision for federal income taxes or excise taxes has been made.

			The Fund may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable based upon current interpretations of the tax rules and regulations that exist in the markets in which it invests.

			The management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. As of September 30, 2011, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2008 forward (with limited exceptions).

	D.		Distributions to shareholders:

			Distributions are recorded by the Fund on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences may include the treatment of non-taxable dividends, market premium and discount, non-deductible expenses, expiring capital loss carryovers, foreign currency gain or loss, gain or loss on futures contracts, partnerships, operating losses and losses deferred due to wash sales. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to capital paid in on shares of beneficial interest.

	E.		Expenses:

			Expenses incurred by the Trust with respect to more than one Fund are allocated in proportion to the net assets of each Fund, except where allocation of direct expense to each Fund or an alternative allocation method can be more appropriately used.

	F.		Foreign currency translation:

			Foreign securities and other foreign assets and liabilities are valued using the foreign currency exchange rate effective at the end of the reporting period. Cost of investments is translated at the currency exchange rate effective at the trade date. The gain or loss resulting from a change in currency exchange rates between the trade and settlement date of a portfolio transaction is treated as a gain or loss on foreign currency. Likewise, the gain or loss resulting from a change in currency exchange rates between the date income is accrued and the date it is paid is treated as a gain or loss on foreign currency. The Trust does not isolate that portion of the results of operations arising from changes in exchange rates or from fluctuations which arise due to changes in the market prices of securities.

	G.		Derivative financial instruments: ($ reported in thousands)

			Disclosures on derivative instruments and hedging activities are intended to improve financial reporting for derivative instruments by enhanced disclosure that enables the investors to understand how and why a fund uses derivatives, how derivatives are

VIRTUS FOREIGN OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

			accounted for, and how derivative instruments affect a fund’s results of operations and financial position. Summarized below are the specific types of derivative instruments used by the Fund.

			Forward Currency Contracts: A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded directly between currency traders and their customers. The contract is marked-to-market daily and the change in market value is recorded by the Fund as an unrealized gain or loss in the Statement of Operations. When the contract is closed or offset with the same counterparty, on settlement date, the Fund records a realized gain or loss equal to the change in the value of the contract when it was opened and the value at the time it was closed or offset. This is presented in the Statement of Operations as net realized gain (loss) from foreign currency transactions.

			The Fund enters into forward currency contracts in conjunction with the planned purchase or sale of foreign denominated securities in order to hedge the U.S. dollar cost or proceeds. The Fund also from time to time hedges the currency exposure of foreign denominated securities held in the portfolio, back to U.S. dollars during perceived times of U.S. dollar strength. This is done in order to protect U.S. dollar value of the portfolio. Forward currency contracts involve, to varying degrees, elements of market risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible movements in foreign exchange rates or if the counterparty does not perform under the contract.

			The following is a summary of the Fund’s derivative instrument holdings categorized by primary risk exposure as of September 30, 2011. There are no open derivative instrument holdings as of September 30, 2011.

			For the fiscal year ended September 30, 2011, the Fund’s average volume of derivative activities is as follows:


Forward Currency		Forward Currency
Contracts – Purchased⁽¹⁾		Contracts – Sold⁽²⁾
$164,332		$(220,984)


⁽¹⁾		Value at Settlement Date Payable.

⁽²⁾		Value at Settlement Date Receivable.


		Realized Gain (Loss) on
		Derivatives Recognized in Results from Operations
Foreign exchange contracts⁽¹⁾		$(10,725)


		Change in Unrealized Appreciation (Depreciation) on
		Derivatives Recognized in Results from Operations
Foreign exchange contracts⁽²⁾		$6,226


⁽¹⁾		Located within Net realized gain (loss) on foreign currency transactions on the Statement of Operations.

⁽²⁾		Located within Net change in unrealized appreciation (depreciation) on foreign currency translation on the Statement of Operations.

VIRTUS FOREIGN OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

	H.		Securities lending ($ reported in thousands):

			The Fund may loan securities to qualified brokers through an agreement with The Bank of New York Mellon (“BNY Mellon”). Under the terms of the agreement, the Fund is required to maintain collateral with a market value not less than 100% of the market value of loaned securities. Collateral is adjusted daily in connection with changes in the market value of securities on loan. Collateral may consist of cash, or securities issued or guaranteed by the U.S. Government or its agencies. Cash collateral is invested in a short-term money market fund. Dividends earned on the collateral and premiums paid by the broker are recorded as income by the Fund net of fees and rebates charged by BNY Mellon for its services as securities lending agent and in connection with this securities lending program. Lending portfolio securities involves a risk of delay in the recovery of the loaned securities or in the foreclosure on collateral.

			At September 30, 2011, the Fund had securities on loan with a market value of $26,081 and received cash collateral of $27,762.

Investment Advisory Fee and Related Party Transactions
($ reported in thousands except as noted)

	A.		Adviser:

			Virtus Investment Advisers, Inc. (“VIA,” the “Adviser”), an indirect, wholly-owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”), is the Adviser to the Fund.

			For managing, or directing the management of, the investments of the Fund, the Adviser is entitled to a fee based upon the following annual rates as a percentage of the average daily net assets of the Fund: 0.85% of 1st $2 billion; 0.80% $2+ billion through $4 billion; and 0.75% $4+ billion.

			The Adviser manages the Fund’s investment program and general operations of the Fund, including oversight of the Fund’s subadviser.

	B.		Subadviser:

			A subadviser manages the investments of the Fund for which it is paid a fee by the Adviser. Vontobel Asset Management, Inc. (“Vontobel”) serves as the Fund’s subadviser.

	C.		Expense Recapture:

			The Adviser may recapture operating expenses waived or reimbursed under arrangements previously in effect, within three fiscal years following the end of the fiscal year in which such waiver or reimbursement occurred. The Fund must pay its ordinary operating expenses before the Adviser is entitled to any reimbursement and must remain in compliance with any applicable expense limitations.

	D.		Distributor:

			VP Distributors, LLC (“VP Distributors”), an indirect wholly-owned subsidiary of Virtus, as the distributor of the Fund’s shares, has advised the Fund that for the fiscal year (the “period”) ended September 30, 2011, it retained Class A net commissions of $18 and Class C deferred sales charges of $2.

VIRTUS FOREIGN OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

			In addition, the Fund pays VP Distributors distribution and/or service fees under Board-approved 12b-1 and shareholder service plans, at the annual rate of 0.25% for Class A shares, and 1.00% for Class C shares applied to the average daily net assets of each respective class. Class I shares are not subject to a 12b-1 plan.

			Under certain circumstances, shares of certain Virtus Mutual Funds may be exchanged for shares of the same class of certain other Virtus Mutual Funds on the basis of the relative net asset values per share at the time of the exchange. On exchanges with share classes that carry a CDSC, the CDSC schedule of the original shares purchased continues to apply.

	E.		Administration and Transfer Agent Services:

			VP Distributors serves as the Administrator to the Fund. For the period ended September 30, 2011, VP Distributors received administration fees totaling $1,140 which are included in the Statement of Operations. A portion of these fees is paid to outside entities that also provide services to the Fund.

			VP Distributors also serves as the Fund’s transfer agent. For the period ended September 30, 2011, VP Distributors received transfer agent fees totaling $1,634 which are included in the Statement of Operations. A portion of these fees is paid to outside entities that also provide services to the Fund.

	F.		Affiliated Shareholders:

			At September 30, 2011, Virtus, its affiliates, Bank of Montreal (a minority investor in Virtus) and its affiliates, and the retirement plans of Virtus and its affiliates, held shares of the Fund which may be redeemed at any time that aggregated the following:


	Aggregate		Net Asset
	Shares		Value
Class A shares		5,741	$	120
Class I shares		693,119		14,479

4.		Purchases and Sales of Securities ($ reported in thousands)

		Purchases and sales of investment securities for the Fund (excluding U.S. Government securities and agency securities, forward currency contracts and short-term securities) during the period ended September 30, 2011, were as follows:


Purchases		Sales
$352,896		$540,207

		There were no purchases or sales of long-term U.S. Government and agency securities.

5.		10% Shareholders

		As of September 30, 2011, the Fund had individual shareholder accounts and/or omnibus shareholder accounts (comprised of a group of individual shareholders), which individually amounted to more than 10% of the total shares outstanding of the Fund as detailed below. The shareholder is not affiliated with Virtus.


% of		Number
Shares		of
Outstanding		Accounts
28%		1

VIRTUS FOREIGN OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

6.		Credit Risk and Asset Concentrations

		In countries with limited or developing markets, investments may present greater risks than in more developed markets and the prices of such investments may be volatile. The consequences of political, social or economic changes in these markets may have disruptive effects on the market prices of these investments and the income they generate, as well as a Fund’s ability to repatriate such amounts.

		The Fund may invest a high percentage of its assets in specific sectors of the market in its pursuit of a greater investment return. Fluctuations in these sectors of concentration may have a greater impact on the Fund, positive or negative, than if the Fund did not concentrate its investments in such sectors.

		At September 30, 2011, the Fund held securities issued by various companies in the consumer staples sector, representing 47% of the total investments of the Fund.

7.		Indemnifications

		Under the Fund’s organizational documents, its Trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these arrangements.

8.		Federal Income Tax Information ($ reported in thousands)

		At September 30, 2011, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Fund were as follows:

Net Unrealized

Federal

Unrealized

Appreciation

Tax Cost

Appreciation

Depreciation

(Depreciation)

$818,541

$214,387

$(29,496)

$184,891

The Fund has capital loss carryovers which may be used to offset future capital gains, as follows:


Expiration Year
2017	2018	Total
$135,954	$224,240	$360,194

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for tax years beginning after December 22, 2010 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

The Fund may not realize the benefit of these losses to the extent the Fund does not realize gains on investments prior to the expiration of the capital loss carryovers. The Fund’s capital loss carryover may include losses acquired in connection with prior year mergers. Utilization of these capital loss carryovers is subject to annual limitations.

The Fund utilized losses of $17,101 deferred in prior years against current year capital gains.

VIRTUS FOREIGN OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

		Under current tax law, foreign currency and capital losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. For the fiscal year ended September 30, 2011, the Fund deferred capital losses of $0, currency losses of $713, and recognized post-October capital losses of $19,663, and currency losses of $1,684.

		The components of distributable earnings on a tax basis (excluding unrealized appreciation (depreciation) which is disclosed above) consist of undistributed ordinary income of $16,976 and undistributed long-term capital gains of $0.

		The differences between the book and tax basis components of distributable earnings relate principally to the timing of recognition of income and gains for federal income tax purposes. Short-term gain distributions reported in the Statements of Changes in Net Assets, if any, are reported as ordinary income for federal tax purposes.

9.		Reclassifications of Capital Accounts ($ reported in thousands)

		For financial reporting purposes, book basis capital accounts are adjusted to reflect the tax character of permanent book/tax differences. Permanent reclassifications can arise from differing treatment of certain income and gain transactions, nondeductible current year net operating losses, expiring capital loss carryovers and investments in passive foreign investment companies. The reclassifications have no impact on the net assets or net asset value of the Fund. As of September 30, 2011, the Fund recorded reclassifications to increase (decrease) the accounts as listed below:


Capital Paid
in on
Shares of	Undistributed	Accumulated
Beneficial	Net Investment	Net Realized
Interest	Income (Loss)	Gain (Loss)
$—	$(852)	$852

10.		Recent Accounting Pronouncement

		In May 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU No. 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU No. 2011-04 will require reporting entities to disclose quantitative information about the unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy. In addition, ASU No. 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. At this time, management is evaluating the implications of ASU No. 2011-04 and its impact on the financial statements has not been determined.

		In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 will require reporting entities to make new disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2010. ASU No. 2010-06 will be implemented effective with the start of the next reporting period.

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Board of Trustees of
Virtus Opportunities Trust and Shareholders of
Virtus Foreign Opportunities Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Virtus Foreign Opportunities Fund, (the “Fund”), a series of Virtus Opportunities Trust, at September 30, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

Philadelphia, Pennsylvania
November 22, 2011

FUND MANAGEMENT TABLES (Unaudited)

Independent Trustees


Name, Year of Birth,		Principal Occupation(s)
Year Elected and Number		During Past 5 Years and
of Funds Overseen		Other Directorships Held by Trustee
Leroy Keith, Jr. YOB: 1939 Served since 1996 45 Funds		Chairman, Bloc Global Services Group, LLC (construction and redevelopment company) (2010 to present). Managing Director, Almanac Capital Management (commodities business) (2007 to 2008). Partner, Stonington Partners, Inc. (private equity fund) (2001 to 2007). Director/Trustee, Wells Fargo Advantage Funds (f/k/a Evergreen Funds) (152 portfolios) (1989 to present). Director, Diversapak (soft packaging company) (2002 to present). Director, Obaji Medical Products (skin care company) (2003 to 2007).

Philip R. McLoughlin Chairman YOB: 1946 Served since 1996 58 Funds		Managing Director, SeaCap Asset Management Fund I, L.P. (2009 to present) and SeaCap Partners, LLC (investment management) (2009 to 2010). Partner, Cross Pond Partners, LLC (strategy consulting firm) (2006 to present). Chairman (2010 to present) and Director (1991 to present), World Trust Fund. Chairman and Trustee, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (2003 to present). Director, DTF Tax-Free Income Fund, Inc. and Duff & Phelps Utility and Corporate Bond Trust, Inc. (1996 to present); DNP Select Income Fund Inc. (2009 to present); and Duff & Phelps Global Utility Income Fund Inc. (2011 to present). Director, Argo Group International Holdings, Inc. and its predecessor, PXRE Corporation (insurance) (1986 to 2009).

Geraldine M. McNamara YOB: 1951 Served since 2001 49 Funds		Retired. Managing Director, U.S. Trust Company of New York (private bank) (1982 to 2006). Director, DTF Tax-Free Income Fund, Inc. and Duff & Phelps Utility and Corporate Bond Trust, Inc. (2003 to present); DNP Select Income Fund Inc. (2009 to present); and Duff & Phelps Global Utility Income Fund Inc. (2011 to present).

James M. Oates YOB: 1946 Served since 1996 45 Funds		Managing Director, Wydown Group (consulting firm) (1994 to present). Chairman and Trustee, John Hancock Trust (115 portfolios) and John Hancock Funds II (87 portfolios) (2005 to present). Director, Stifel Financial (1996 to present). Chairman, Connecticut River Bank (1999 to present). Director, Connecticut River Bancorp (1998 to present). Chairman, Emerson Investment Management, Inc. (2000 to present). Director, Trust Company of New Hampshire (2002 to present). Director, Beaumont Financial Partners, LLC (2000 to present). President of the Board (1999 to present) and Director (1985 to present), Middlesex School. Founder, Chairman (1997 to 2006) and Non-Executive Chairman (2007 to present), Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) (financial services). Director, Investors Bank and Trust Co. and Investors Financial Services Corporation (1995 to 2007). Trustee, John Hancock Funds III (2005 to 2006).

Richard E. Segerson YOB: 1946 Served since 1996 45 Funds		Managing Director, Northway Management Company (1998 to present).

Ferdinand L.J. Verdonck YOB: 1942 Served since 2006 45 Funds		Trustee, The J.P. Morgan Fleming Continental European Investment Trust (1998 to present). Director, Galapagos N.V. (biotechnology) (2005 to present). Mr. Verdonck is also a director of several non-U.S. companies.

FUND MANAGEMENT TABLES (Unaudited) (Continued)

Interested Trustee

The individual listed below is an “interested person” of the Trust, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.


Name, Year of Birth,		Principal Occupation(s)
Year Elected and Number		During Past 5 Years and
of Funds Overseen		Other Directorships Held by Trustee
George R. Aylward⁽¹⁾ President YOB: 1964 Served since 2006 47 Funds		Director, President and Chief Executive Officer (2008 to present), Director and President (2006 to 2008), Chief Operating Officer (2004 to 2006), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Various senior officer positions with Virtus affiliates (2008 to present). Senior Executive Vice President and President, Asset Management (2007 to 2008), Senior Vice President and Chief Operating Officer, Asset Management (2004 to 2007), The Phoenix Companies, Inc. Various senior officer positions with Phoenix affiliates (2005 to 2008). President (2006 to present), Executive Vice President (2004 to 2006), the Virtus Mutual Funds Family. President, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (since 2010). Chairman, President and Chief Executive Officer, The Zweig Fund, Inc. and Zweig Total Return Fund, Inc. (2006 to present).


⁽¹⁾		Mr. Aylward is an “interested person,” as defined in the 1940 Act, by reason of his position as President and Chief Executive Officer of Virtus Investment Partners, Inc. (“Virtus”), the ultimate parent company of the Adviser, and various positions with its affiliates including the Adviser.

FUND MANAGEMENT TABLES (Unaudited) (Continued)

Officers of the Trust Who Are Not Trustees


	Position(s) Held with
Name, Address and	Trust and Length of	Principal Occupation(s)
Year of Birth	Time Served	During Past 5 Years
Francis G. Waltman YOB: 1962	Senior Vice President since 2008.	Executive Vice President, Head of Product Management (2009 to present), Senior Vice President, Asset Management Product Development (2008 to 2009), Senior Vice President, Asset Management Product Development (2005 to 2007), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Senior Vice President, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (since 2010). Director (2008 to 2009), Director and President (2006 to 2007), VP Distributors, Inc. (f/k/a Phoenix Equity Planning Corporation). Director and Senior Vice President, Virtus Investment Advisers, Inc. (2008 to present).

Nancy J. Engberg YOB: 1956	Vice President and Chief Compliance Officer since 2010.	Vice President, Virtus Investment Partners, Inc. (2008 to present); Chief Compliance Officer, Virtus Investment Partners, Inc. (2008 to 2011); Chief Compliance Officer, Virtus Variable Insurance Trust (9 portfolios) (since 2011); Vice President and Counsel, The Phoenix Cos., Inc. (2003 to 2008).

W. Patrick Bradley YOB: 1972	Chief Financial Officer and Treasurer since 2005; Vice President since 2011	Senior Vice President, Fund Administration (2009 to present), Vice President, Fund Administration (2007 to 2009), Second Vice President, Fund Control & Tax (2004 to 2006), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Chief Financial Officer and Treasurer (2006 to present), Vice President and Principal Accounting Officer (2006 to 2010), Assistant Treasurer (2004 to 2006), Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios). Chief Financial Officer and Treasurer (2005 to present), Assistant Treasurer (2004 to 2006), certain funds within the Virtus Mutual Funds Family.

Kevin J. Carr YOB: 1954	Vice President, Chief Legal Officer, Counsel and Secretary since 2005.	Senior Vice President (2009 to present), Counsel and Secretary (2008 to present) and Vice President (2008 to 2009), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Vice President, Chief Legal Officer, Counsel and Secretary, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (since 2010). Vice President and Counsel, Phoenix Life Insurance Company (2005 to 2008). Compliance Officer of Investments and Counsel, Travelers Life and Annuity Company (January 2005 to May 2005). Assistant General Counsel and certain other positions, The Hartford Financial Services Group (1995 to 2005).

VIRTUS OPPORTUNITIES TRUST
101 Munson Street
Greenfield, MA 01301-9668

Trustees

George R. Aylward
Leroy Keith, Jr.
Philip R. McLoughlin, Chairman
Geraldine M. McNamara
James M. Oates
Richard E. Segerson
Ferdinand L.J. Verdonck

Officers

George R. Aylward, President
Francis G. Waltman, Senior Vice President
Nancy J. Engberg, Vice President and Chief Compliance Officer
W. Patrick Bradley, Vice President, Chief Financial Officer and Treasurer
Kevin J. Carr, Vice President, Chief Legal Officer, Counsel and Secretary

Investment Adviser

Virtus Investment Advisers, Inc.
100 Pearl Street
Hartford, CT 06103-4506

Principal Underwriter

VP Distributors, LLC
100 Pearl Street
Hartford, CT 06103-4506

Transfer Agent

VP Distributors, LLC
100 Pearl Street
Hartford, CT 06103-4506

Custodian

The Bank of New York Mellon
One Wall Street
New York, NY 10005-2588

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLC
2001 Market Street
Philadelphia, PA 19103-7042

How to Contact Us

Mutual Fund Services       1-800-243-1574
Adviser Consulting Group 1-800-243-4361
Telephone Orders             1-800-367-5877
Text Telephone                 1-800-243-1926
Web site                                  Virtus.com

Important Notice to Shareholders

Table of Contents

Virtus Multi-Sector Short Term Bond Fund
(“Multi-Sector Short Term Bond Fund”)


Message to Shareholders			1
Disclosure of Fund Expenses			2
Fund Summary			4
Key Investment Terms			7
Schedule of Investments			8
Statement of Assets and Liabilities			34
Statement of Operations			35
Statement of Changes in Net Assets			36
Financial Highlights			37
Notes to Financial Statements			39
Report of Independent Registered Public Accounting Firm			48
Tax Information Notice			49
Consideration of Subadvisory Agreements by the Board of Trustees			50
Fund Management Tables			52

PROXY VOTING PROCEDURES (FORM N-PX)

FORM N-Q INFORMATION

This report is not authorized for distribution to prospective investors in the Virtus Multi-Sector Short Term Bond Fund unless preceded or accompanied by an effective prospectus which includes information concerning the sales charge, each Fund’s record and other pertinent information.

MESSAGE TO SHAREHOLDERS

Dear Fellow Shareholders of Virtus Mutual Funds:


		It was the tale of two vastly different financial markets for the year ended September 30, 2011. The financial markets were relatively strong in the fourth quarter of 2010, supported by the Federal Reserve’s “QE2” bond purchase program, which gave investors the confidence to invest in equities and other riskier assets. Shortly before QE2 ended in June 2011, however, a stream of negative economic data, along with the mounting debt troubles of Europe and the U.S., undermined most of the year’s earlier gains, and the markets retreated.
		Investors faced these economic factors during the past year:

	•		U.S. gross domestic product (“GDP”), a key measure of economic growth, shrank to an annual rate of 1.3 percent, far below its historical average of 3.28 percent;

	•		U.S. manufacturing activity, which had been expanding since the recession ended in June 2009, weakened;

	•		The nation’s unemployment rate remained above 9 percent, hitting a high of 9.2 percent in July;

	•		A sovereign debt crisis engulfed several European nations;

	•		Many U.S. corporations reported positive earnings throughout the period, but their general reluctance to invest in capital spending and new hiring caused investors concerns about a continued economic slowdown.

U.S. equities, as measured by the S&P 500^® Index, gained only 1.14 percent for the period from October 1, 2010 to September 30, 2011, while international equities, represented by the MSCI EAFE^® Index, lost 8.9 percent. In contrast, fixed income markets realized positive performance, and the Barclays Capital U.S. Aggregate Bond Index, a metric of taxable bond returns, rose 5.3 percent. At the same time, investor skittishness fueled demand for the relative safety of U.S. bonds, pushing the yield on the 10-year Treasury to fall below 2 percent in August 2011 for the first time ever.

Thank you for investing with Virtus. Our experienced investment teams remain committed to your long-term financial success.

Sincerely,

George R. Aylward
President, Virtus Mutual Funds

October 2011

Whenever you have questions about your account, or require additional information, please visit us on the Web at www.virtus.com or call our shareowner service group toll-free at 1-800-243-1574.

Performance data quoted represents past results. Past performance is no guarantee of future results and current performance may be higher or lower than performance shown above.

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
Disclosure of Fund Expenses (Unaudited)
For the six-month period of April 1, 2011 to September 30, 2011

We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of the Virtus Multi-Sector Short Term Bond Fund (the “Fund”) you may incur two types of costs: (1) transaction costs, including sales charges on purchases of Class A shares and contingent deferred sales charges on Class B and Class T shares; and (2) ongoing costs, including investment advisory fees; distribution and service fees; and other expenses. Class C shares are sold without a sales charge. Class I shares are sold without a sales charge and do not incur distribution and service fees. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. The following Expense Table illustrates your Fund’s costs in two ways.

Actual Expenses

The first section of the accompanying table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.

Hypothetical Example for Comparison Purposes

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges or contingent deferred sales charges. Therefore, the second section of the accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if those transactional costs were included, your costs would have been higher. The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
Disclosure of Fund Expenses (Unaudited) (Continued)
For the six-month period of April 1, 2011 to September 30, 2011


Expense Table
	Beginning		Ending					Expenses
	Account		Account		Annualized			Paid
	Value		Value		Expense			During
	April 1, 2011		September 30, 2011		Ratio			Period*

Multi-Sector Short Term Bond Fund

Actual
Class A	$	1,000.00	$	986.10		1.04	%	$	5.18
Class B		1,000.00		985.60		1.54			7.67
Class C		1,000.00		984.90		1.29			6.42
Class T		1,000.00		982.40		1.79			8.90
Class I		1,000.00		989.40		0.79			3.94

Hypothetical (5% return before expenses)
Class A		1,000.00		1,019.79		1.04			5.28
Class B		1,000.00		1,017.25		1.54			7.82
Class C		1,000.00		1,018.52		1.29			6.55
Class T		1,000.00		1,015.98		1.79			9.09
Class I		1,000.00		1,021.06		0.79			4.01


*		Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days (183) expenses were accrued in the most recent fiscal half-year, then divided by 365 days to reflect the one-half year period.

		The Fund may invest in other funds, and the annualized expense ratios noted above do not reflect fees and expenses associated with the underlying funds. If such fees and expenses were included, the expenses would have been higher.

		You can find more information about the Fund’s expenses in the Financial Statements section that follows. For additional information on operating expenses and other shareholder costs, refer to the prospectus.


		Ticker Symbols:
VIRTUS MULTI-SECTOR SHORT TERM BOND FUND		Class A: NARAX
		Class B: PBARX
		Class C: PSTCX
		Class T: PMSTX
		Class I: PIMSX

n		Multi-Sector Short Term Bond Fund (the “Fund”) is diversified and has an investment objective to seek to provide high current income while attempting to limit changes in the Fund’s net asset value per share caused by interest rate changes. There is no guarantee that the Fund will achieve its objective.

n		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned 2.02%; Class B shares returned 1.53%; Class C shares returned 1.75%; Class T shares returned 1.24%; and Class I shares returned 2.28%. For the same period, the Barclays Capital U.S. Aggregate Bond Index, a broad-based fixed income index, returned 5.26%; and the Bank of America Merrill Lynch 1—2.99 Year Medium Quality Corporate Bonds Index, the Fund’s style-specific index appropriate for comparison, returned 1.50%.

How did the market perform during the Fund’s fiscal year?

n		During the first half of the Fund’s fiscal year the economy showed signs of recovery, with modest improvement in the economic statistics, including manufacturing and consumer confidence. However, during the second half of the year, the economic recovery slowed and concerns increased about the trajectory of economic growth.

n		The outperformance of spread sectors over the first three quarters of the Fund’s fiscal year came to an abrupt stop during the third quarter of 2011 as weakness in the credit markets resulted from growing concerns over the debt crisis in Europe, the U.S. debt ceiling debate and subsequent loss of its AAA long-term rating by Standard & Poor’s, and global growth concerns. Overall U.S. Treasuries outperformed most spread sectors during the Fund’s fiscal year.

Over the last 12 months yields declined across the U.S. Treasury curve and the curve flattened.

What factors affected the Fund’s performance during its fiscal year?

n		The underperformance of most spread sectors relative to U.S. Treasuries was a key factor that detracted from Fund performance for the year.

n		Among fixed income sectors, the Fund’s overweight to corporate high yield, bank loans, and non-U.S. Dollar securities detracted from the Fund’s performance.

n		Strong issue selection within the asset-backed and corporate high yield sectors benefited performance.

For information regarding the indexes and certain investment terms, see the Key Investment Terms on page 7.

Average Annual Total Returns¹for periods ended 9/30/11

Since

Inception

Year

Years

Inception

Date

Class A Shares at NAV ²

2.02

5.41

5.54

—

Class A Shares at POP ^3,4

-0.27

4.93

5.30

—

Class B Shares at NAV ²

1.53

4.91

5.03

—

Class B Shares with CDSC ⁴

0.07

4.91

5.03

—

Class C Shares at NAV ²

1.75

5.14

5.32

—

Class T Shares at NAV ²and with CDSC⁴

1.24

4.62

—

4.06

6/2/03

Class I Shares at NAV

2.28

—

7.06

6/6/08

Barclays Capital U.S. Aggregate Bond Index

5.26

6.53

5.66

—

⁵

—

⁵

Bank of America Merrill Lynch 1—2.99 Year

Medium Quality Corporate Bonds Index

1.50

4.72

4.36

—

⁶

—

⁶

Fund Expense Ratios⁷: A Shares: Gross 1.07%; B Shares: Gross 1.57%; C Shares: Gross 1.32%; T Shares: Gross 1.82%; I Shares: Gross 0.82%.

All returns represent past performance which is no guarantee of future results. Current performance may be higher or lower than the performance shown. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The above table and graph below do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Please visit Virtus.com for performance data current to the most recent month-end.

¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 2.25% sales charge.

⁴		CDSC (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for Class B shares decline from 2% to 0% over a three year period. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class T shares are 1% within the first year and 0% thereafter.

⁵		Index performance is 5.10% for Class T (since 6/2/03) and 6.90% for Class I (since 6/6/08).

⁶		Index performance is 3.92% for Class T (since 6/2/03) and 4.47% for Class I (since 6/6/08).

⁷		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, as supplemented and revised and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. Gross Expense: Does not reflect the effect of the voluntary fee waiver which may be discontinued at any time. See the financial highlights for more current expense ratios.

Growth of $10,000 for periods ended 9/30

This chart assumes an initial investment of $10,000 made on September 30, 2001, for Class A, Class B and Class C shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

KEY INVESTMENT TERMS

American Depositary Receipt (ADR)

Bank of America Merrill Lynch 1—2.99 Year Medium Quality Corporate Bonds Index

The Bank of America Merrill Lynch 1—2.99 Year Medium Quality Corporate Bonds Index measures performance of U.S. investment grade corporate bond issues rated “BBB” and “A” by Standard & Poor’s/Moody’s with maturities between one and three years. The index is calculated on a total return basis.

Barclays Capital U.S. Aggregate Bond Index

The Barclays Capital U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis.

Exchange-Traded Funds (ETF)

Portfolios of stocks or bonds that track a specific market index.

Federal Reserve (the “Fed”)

The central bank of the United States, responsible for controlling the money supply, interest rates and credit with the goal of keeping the U.S. economy and currency stable. Governed by a seven-member board, the system includes 12 regional Federal Reserve Banks, 25 branches and all national and state banks that are part of the system.

MSCI EAFE^® lndex

The MSCI EAFE^® (Europe, Australasia, Far East) Index is a free float-adjusted market capitalization index that measures equity market performance of developed markets, excluding the U.S. and Canada. The index is calculated on a total return basis with gross dividends reinvested.

PIK (Payment-in-Kind Security)

A bond which pays some or all interest in the form of additional bonds, or preferred stock which pays dividends in the form of additional preferred stock.

Quantitative Easing (QE2)

REIT (Real Estate Investment Trust)

A publicly traded company that owns, develops and operates income-producing real estate such as apartments, office buildings, hotels, shopping centers and other commercial properties.

S&P 500^® Index

The S&P 500^® Index is a free-float market capitalization-weighted index of 500 of the largest U.S companies. The index is calculated on a total return basis with dividends reinvested.

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE			VALUE
U.S. GOVERNMENT SECURITIES—1.2%
U.S. Treasury Note
1.750%, 5/31/16	$	29,000		$	30,178
2.125%, 8/15/21		25,000			25,485

TOTAL U.S. GOVERNMENT SECURITIES (Identified Cost $55,373)					55,663

MUNICIPAL BONDS—0.3%
Connecticut—0.0%
Mashantucket Western Pequot Tribe Taxable Series A, 144A (NATL Insured) 6.910%, 9/1/12⁽⁴⁾		915			868


Kentucky—0.2%
Commonwealth of Kentucky Taxable 3.165%, 4/1/18		7,100			7,243


Virginia—0.1%
Tobacco Settlement Financing Corp. Taxable Series 07-A1, 6.706%, 6/1/46		4,850			3,199

TOTAL MUNICIPAL BONDS (Identified Cost $12,469)					11,310

FOREIGN GOVERNMENT SECURITIES—9.8%
Bolivarian Republic of Venezuela
8.500%, 10/8/14		22,580			19,983
RegS 5.750%, 2/26/16 ⁽⁵⁾		31,605			22,677
RegS 7.000%, 12/1/18 ⁽⁵⁾		3,230			2,059
Commonwealth of Australia Series 123, 5.750%, 4/15/12		65,332	^AUD		63,765
Commonwealth of Canada 2.000%, 9/1/12		65,493	^CAD		63,142
Commonwealth of New Zealand Series 1111, 6.000%, 11/15/11		42,370	^NZD		32,438
Series 413, 6.500%, 4/15/13		11,084	^NZD		8,907
Federative Republic of Brazil 12.500%, 1/5/16		44,484	^BRL		26,379
10.250%, 1/10/28		4,275	^BRL		2,387
Kingdom of Norway
Series 470, 6.500%, 5/15/13		235,432	^NOK		43,274
Kingdom of Sweden Series 1046, 5.500%, 10/8/12		176,305	^SEK		26,813
Republic of Argentina provincia de Neuquen 144A 7.875%, 4/26/21 ⁽⁴⁾	$	6,544			6,217
PIK Interest Capitalization 8.280%, 12/31/33		50,096			34,566
Series GDP 0.000%, 12/15/35⁽³⁾		24,420			3,419
Republic of Colombia 12.000%, 10/22/15		9,935,000	^COP		6,267
Republic of Indonesia Series FR-23, 11.000%, 12/15/12		26,600,000	^IDR		3,231
Series FR-30, 10.750%, 5/15/16		40,550,000	^IDR		5,432
Republic of Korea Series 1112, 4.750%, 12/10/11		23,141,000	^KRW		19,690
Republic of Lithuania 144 A 6.750%, 1/15/15⁽⁴⁾		10,600			11,037
Republic of Poland Series 0414, 5.750%, 4/25/14		67,160	^PLZ		20,767
3.875%, 7/16/15		12,250			12,415
Republic of Sri Lanka 144 A 6.250%, 7/27/21⁽⁴⁾		300			289
Republic of Turkey 0.000%, 4/25/12		13,190	^TRY		6,794
Russian Federation RegS 7.500%, 3/31/30⁽³⁾⁽⁵⁾		1,670			1,880

TOTAL FOREIGN GOVERNMENT SECURITIES (Identified Cost $457,219)					443,828

MORTGAGE-BACKED SECURITIES—27.5%
Agency—3.6%
FHLMC 6.000%, 8/1/34		1,102			1,221
FNMA
5.500%, 1/1/17		266			289
6.000%, 5/1/17		82			90

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Agency—continued
5.500%, 8/1/17	$	66	$	72
4.500%, 4/1/18		489		524
5.000%, 10/1/19		1,349		1,461
5.500%, 2/1/20		664		721
5.500%, 3/1/20		884		960
5.500%, 3/1/20		494		537
5.500%, 3/1/20		78		85
5.500%, 3/1/20		255		277
5.500%, 4/1/20		782		850
5.000%, 6/1/20		2,048		2,218
6.000%, 12/1/32		147		163
5.500%, 2/1/33		325		355
5.500%, 5/1/34		1,502		1,641
6.000%, 8/1/34		933		1,036
6.000%, 10/1/34		538		596
6.000%, 10/1/34		952		1,055
5.500%, 11/1/34		1,508		1,647
5.500%, 11/1/34		1,708		1,866
6.000%, 11/1/34		1,346		1,491
5.500%, 12/1/34		790		863
5.500%, 1/1/35		1,681		1,836
6.000%, 1/1/37		1,207		1,329
6.000%, 1/1/37		1,730		1,905
5.500%, 7/1/37		11		12
6.000%, 7/1/37		460		505
6.000%, 12/1/37		2,192		2,410
6.000%, 4/1/38		1,459		1,603
5.500%, 9/1/38		1,619		1,760
5.500%, 12/1/38		1,451		1,577
5.000%, 7/1/40		9,439		10,170
5.000%, 7/1/40		7,470		8,049
5.000%, 8/1/40		36,662		39,479
4.000%, 3/1/41		24,599		25,824
4.500%, 5/1/41		19,525		20,747
4.500%, 5/1/41		19,361		20,572
4.500%, 5/1/41		4,735		5,031
GNMA
6.500%, 7/15/31		25		29
6.500%, 8/15/31		57		65
6.500%, 11/15/31		59		68
6.500%, 2/15/32		26		30
6.500%, 4/15/32		93		107
6.500%, 4/15/32		92		106

				163,232

Non-Agency—23.9%
ABN AMRO Mortgage Corp. 02-9, M 5.750%, 12/25/32		2,697		2,574
American Tower Trust 07-1A, C 144A 5.615%, 4/15/37⁽⁴⁾		3,685		3,913
Americold LLC Trust 10-ARTA, A1 144A 3.847%, 1/14/29⁽⁴⁾		13,551		14,097
Banc of America
Alternative Loan Trust 03-10, 2A1 6.000%, 12/25/33		6,729		7,042
Banc of America Commercial Mortgage, Inc. 05-2, B
5.037%, 7/10/43⁽³⁾		10,141		8,696
05-6, AM 5.194%, 9/10/47⁽³⁾		1,630		1,646
07-1, AMFX 5.482%, 1/15/49⁽³⁾		12,350		10,803
Banc of America Funding Corp. 06-5, 4A4
6.000%, 9/25/36		2,414		2,396
Banc of America Mortgage Securities, Inc. 05-1, 1A22
5.250%, 2/25/35		3,110		3,068
5.500%, 3/25/35		4,061		4,058
Bear Stearns Commercial Mortgage Securities, Inc.
06-T22, AM 5.705%, 4/12/38⁽³⁾		11,600		11,346
06-PW12, AM 5.759%, 9/11/38⁽³⁾		9,250		8,893
06-PW14, A4 5.201%, 12/11/38		7,400		8,005
06-PW14, AM 5.243%, 12/11/38		10,000		8,979
05-PW10, A4 5.405%, 12/11/40⁽³⁾		1,720		1,861
05-PW10, AM 5.449%, 12/11/40⁽³⁾		11,550		11,020
04-PWR3, A4 4.715%, 2/11/41		6,500		6,791
05-PWR8, A4 4.674%, 6/11/41		7,100		7,548

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Non-Agency—continued
04-PWR5, A5 4.978%, 7/11/42⁽³⁾	$	3,925	$	4,187
07-T28, A4 5.742%, 9/11/42⁽³⁾		3,360		3,730
07-PW18, A4 5.700%, 6/11/50		6,500		7,004
Chase Mortgage Finance Corp.
05-S1, A10 5.500%, 5/25/35		6,857		6,722
Citicorp Mortgage Securities, Inc.
07-1, A1 5.500%, 1/25/22		2,417		2,365
03-11, 2A10 5.500%, 12/25/33		8,281		8,338
04-4, A6 5.500%, 6/25/34		10,837		11,195
Citigroup/Deutsche Bank Commercial Mortgage Trust
05-CD1, A4 5.226%, 7/15/44⁽³⁾		5,000		5,428
05-CD1, AM 5.226%, 7/15/44⁽³⁾		6,410		6,592
07-CD4, A4 5.322%, 12/11/49		8,205		8,464
Commercial Mortgage Pass-Through Certificates 11-THL, C, 144A
5.163%, 6/9/28⁽⁴⁾		9,000		8,393
01-J2A, A2, 144A 6.096%, 7/16/34⁽⁴⁾		102		103
Countrywide Alternative Loan Trust
04-24CB, 1A1 6.000%, 11/25/34		6,035		5,876
Countrywide Home Loan Mortgage Pass-Through Trust
02-35, 1A2 5.000%, 2/25/18		4,823		4,893
03-28, A8 5.500%, 8/25/33		4,086		4,210
04-9, A6 5.250%, 6/25/34		2,222		2,273
05-17, 1A10 5.250%, 9/25/35		3,836		3,739
Credit Suisse First Boston Mortgage Securities Corp.
04-8, 7A1 6.000%, 12/25/34		13,107		13,096
03-CPN1, C 4.763%, 3/15/35		7,964		7,173
02-CKS4, B 5.333%, 11/15/36		5,710		5,645
02-CKS4, C 5.394%, 11/15/36		5,000		4,886
04-C5, A3 4.499%, 11/15/37		3,560		3,560
Credit Suisse Mortgage Capital Certificates 06-C1, A3
5.420%, 2/15/39⁽³⁾		7,182		7,502
06-C1, AM 5.420%, 2/15/39⁽³⁾		4,745		4,549
Deutsche Bank/UBS Mortgage Trust 11-LC3A, A2
3.642%, 8/10/44		11,500		11,867
11-LC1A, A3, 144A 5.002%, 11/10/46⁽⁴⁾		8,500		9,098
Entertainment Properties Trust 03-EPR, A2, 144A
5.244%, 2/15/18⁽⁴⁾		7,854		8,076
Extended Stay America Trust 10-ESHA, A, 144A
2.951%, 11/5/27⁽⁴⁾		5,909		5,814
10-ESHA, D, 144A 5.498%, 11/5/27⁽⁴⁾		9,310		8,761
First Horizon Asset Securities, Inc.
06-1, 1A8 6.000%, 5/25/36		7,032		6,779
GE Capital Commercial Mortgage Corp.
03-C1, C 4.975%, 1/10/38⁽³⁾		4,332		4,353
04-C3, A4 5.189%, 7/10/39⁽³⁾		13,500		14,384
GMAC Commercial Mortgage Securities, Inc.
03-C1, D 4.283%, 5/10/36		10,000		9,942

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Non-Agency—continued
04-C2, A3 5.134%, 8/10/38	$	1,200	$	1,241
04-C2, A4 5.301%, 8/10/38⁽³⁾		8,178		8,743
04-C3, A4 4.547%, 12/10/41		1,286		1,292
Goldman Sachs Mortgage Securities Corp. II
07-EOP, G, 144A 3.018%, 3/6/20⁽³⁾⁽⁴⁾		6,080		5,913
07-EOP, H, 144A 3.585%, 3/6/20⁽³⁾⁽⁴⁾		1,850		1,808
11-ALF, B, 144A 3.215%, 2/10/21⁽⁴⁾		8,000		7,838
04-GG2, A4 4.964%, 8/10/38		6,646		6,646
07-GG10, A4 5.790%, 8/10/45⁽³⁾		10,870		11,301
Greenwich Capital Commercial Funding Corp.
04-GG1, A7 5.317%, 6/10/36⁽³⁾		7,950		8,413
GSR Mortgage Loan Trust
04-6F, 1A1 5.000%, 5/25/34		1,327		1,325
05-5F, 2A8 5.500%, 6/25/35		9,820		10,130
5.250%, 7/25/35⁽³⁾		14,378		13,801
07-1F, 2A2 5.500%, 1/25/37		2,849		2,695
Heller Financial Commercial Mortgage Asset
00-PH1, G, 144A 6.750%, 1/17/34⁽⁴⁾		2,925		2,863
JPMorgan Chase Commercial Mortgage Securities Corp.
09-IWST, A1, 144A 4.314%, 12/5/27⁽⁴⁾		16,230		17,356
10-CNTR, A1, 144A 3.300%, 8/5/32⁽⁴⁾		11,474		11,529
04-C1, A3 4.719%, 1/15/38		5,565		5,853
06-CB17, AM 5.464%, 12/12/43		11,905		10,902
06-LDP7, AM 5.878%, 4/15/45⁽³⁾		11,125		10,700
06-LDP7, A4 6.072%, 4/15/45⁽³⁾		9,997		10,995
06-LDP9, A3 5.336%, 5/15/47		14,649		15,137
07-LD12, A4 5.882%, 2/15/51⁽³⁾		8,029		8,536
JPMorgan Chase Mortgage Finance Corp.
05-S3, A12 5.500%, 11/25/35		6,197		6,158
JPMorgan Mortgage Trust
03-A2, 3A1 2.105%, 11/25/33⁽³⁾		12,487		11,876
05-A1, 4A1 4.784%, 2/25/35⁽³⁾		3,182		3,025
05-A2, 4A1 5.107%, 4/25/35⁽³⁾		3,288		3,062
05-A4, 3A1 5.122%, 7/25/35⁽³⁾		7,885		7,226
06-A1, B1 3.932%, 2/25/36⁽³⁾		4,089		124
Lehman Brothers- UBS Commercial Mortgage Trust
04-C7, A6 4.786%, 10/15/29⁽³⁾		10,536		11,198
01-C2, C 6.975%, 9/15/34		926		927
06-C3, AM 5.712%, 3/15/39⁽³⁾		960		893
06-C6, A4 5.372%, 9/15/39		11,830		12,800
06-06, AM 5.413%, 9/15/39		10,000		9,536
07-C2, A2 5.303%, 2/15/40		7,948		7,970
07-C2, A3 5.430%, 2/15/40		6,830		7,019
05-C3, AM 4.794%, 7/15/40		7,460		7,242
07-C6, A2 5.845%, 7/15/40		10,687		10,883
07-C6, A4 5.858%, 7/15/40⁽³⁾		4,950		5,302
07-C7, A3 5.866%, 9/15/45⁽³⁾		10,300		11,058
MASTR Alternative Loans Trust
04-7, 4A1 4.500%, 7/25/19		10,854		11,120

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Non-Agency—continued
04-6, 7A1
6.000%, 7/25/34	$	8,591	$	8,527
MASTR Asset Securitization Trust
05-1, 1A1
5.000%, 5/25/20		2,735		2,749
06-1, 1A2
5.750%, 5/25/36		8,460		8,318
Merrill Lynch Floating Trust 08-LAQA, A1 144A
0.764%, 7/9/21⁽³⁾⁽⁴⁾		15,397		14,824
Merrill Lynch Mortgage Investors, Inc. 98-C1, B
6.750%, 11/15/26⁽³⁾		10,000		10,852
Merrill Lynch Mortgage Trust 06-C1, AM
5.666%, 5/12/39⁽³⁾		7,520		7,178
04-KEY2, A3
4.615%, 8/12/39		12,250		12,810
Merrill Lynch-Countrywide Commercial Mortgage Trust
06-3, A4
5.414%, 7/12/46⁽³⁾		11,700		12,564
06-4, A3
5.172%, 12/12/49⁽³⁾		9,500		10,137
Morgan Stanley Capital I
04-IQ7, C
5.408%, 6/15/38⁽³⁾		6,654		6,465
04-HQ4, A6
4.830%, 4/14/40		4,538		4,640
06-T23, A4
5.815%, 8/12/41⁽³⁾		11,115		12,497
06-T23, AM
5.815%, 8/12/41⁽³⁾		10,000		10,248
06-IQ12, A4
5.332%, 12/15/43		14,500		15,662
07-IQ14, A4
5.692%, 4/15/49⁽³⁾		9,720		10,084
Morgan Stanley Mortgage Loan Trust
04-2AR, 3A
2.253%, 2/25/34⁽³⁾		3,338		3,110
04-2AR, 4A
4.742%, 2/25/34⁽³⁾		7,553		7,240
05-5AR, 4A1
5.318%, 9/25/35⁽³⁾		1,640		1,111
Prudential Commercial Mortgage Trust
03-PWR1, D, 144A
4.775%, 2/11/36⁽⁴⁾		4,950		4,681
RAAC 05-SP1, 2A2
5.250%, 9/25/34		1,854		1,853
Residential Accredit Loans,
Inc. 03-QS6, A4
4.250%, 3/25/33		7,406		7,583
Residential Asset Mortgage Products, Inc. 04-SL2, A3
7.000%, 10/25/31		5,575		5,850
04-SL1, A8
6.500%, 11/25/31		6,288		6,340
04-RS6, AI4
5.457%, 5/25/32⁽³⁾		3,661		3,631
04-SL4, A3
6.500%, 7/25/32		3,160		3,283
Residential Asset Securitization Trust
04-A4, A5
5.500%, 8/25/34		1,611		1,617
Residential Funding Mortgage Securities I, Inc. 06-S12, 1A1
5.500%, 12/25/21		5,947		6,042
06-S4, A2
6.000%, 4/25/36		2,620		2,342
Springleaf Mortgage Loan Trust 11-1A, A1, 144A
4.050%, 1/25/58⁽³⁾⁽⁴⁾		9,637		9,629
Structured Asset Securities Corp. 03-AL1, A, 144A
3.357%, 4/25/31⁽⁴⁾		4,093		3,955
03-21, 2A2
5.250%, 8/25/33		4,704		4,885
04-21XS, 2A4A
4.900%, 12/25/34⁽³⁾		5,014		5,012
Timberstar Trust
06-1A, A, 144A
5.668%, 10/15/36⁽⁴⁾		10,240		11,449
Wachovia Bank Commercial Mortgage Trust
03-C8, 5
4.996%, 11/15/35⁽³⁾		5,500		5,456
04-C12, A4
5.316%, 7/15/41⁽³⁾		10,145		10,907

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Non-Agency—continued
04-C15, B
4.892%, 10/15/41	$	14,875	$	14,668
05-C20, AMFX
5.179%, 7/15/42⁽³⁾		6,000		6,163
07-C30, A5
5.342%, 12/15/43		6,935		7,075
05-C21, D
5.205%, 10/15/44⁽³⁾		12,813		9,761
05-C22, AM
5.319%, 12/15/44⁽³⁾		8,310		7,989
07-C33, A4
5.899%, 2/15/51⁽³⁾		8,940		9,422
Washington Mutual Commercial Mortgage Securities Trust
06-SL, A, 144A
5.425%, 11/23/43⁽³⁾⁽⁴⁾		11,038		9,955
07-SL3, A, 144A
6.110%, 3/23/45⁽³⁾⁽⁴⁾		7,096		7,114
Washington Mutual Mortgage Pass Through Certificates
04-CB1, 5A
5.000%, 6/25/19		4,672		4,799
Wells Fargo Mortgage Backed Securities Trust
06-17, A1
5.500%, 11/25/21		869		859
04-4, A9
5.500%, 5/25/34		5,795		5,959
04-CC, A1
4.795%, 1/25/35⁽³⁾		4,837		4,463
05-12, 1A1
5.500%, 11/25/35		12,481		12,249
05-14, 2A1
5.500%, 12/25/35		7,789		7,798
06-AR1, 2A3
5.388%, 3/25/36⁽³⁾		10,000		9,748
06-4, 2A2
5.500%, 4/25/36		1,078		1,035
06-4, 1A1
5.750%, 4/25/36		5,289		5,282
06-6, 1A15
5.750%, 5/25/36		2,643		2,492
06-9, 1A15
6.000%, 8/25/36		2,230		2,223
07-16, 1A1
6.000%, 12/28/37		8,624		8,927
07-16, 1A7
6.000%, 12/28/37		7,458		6,698
07-AR10, 2A1
6.404%, 1/25/38⁽³⁾		11,571		11,158
Wells Fargo Mortgage-Backed Securities Trust
07-11, A88
6.000%, 8/25/37		10,615		10,632
WFDB Commercial Mortgage
Trust 11,BXR, B, 144A
4.786%, 7/5/16⁽⁴⁾		15,000		14,473

				1,078,642



TOTAL MORTGAGE-BACKED SECURITIES (Identified Cost $1,212,511)				1,241,874


ASSET-BACKED SECURITIES—11.8%
1st Financial Bank USA
10-B, A, 144A
3.000%, 7/17/17⁽⁴⁾		5,000		5,011
10-C, B, 144A
5.190%, 9/17/18⁽⁴⁾		5,000		5,038
10-D, C, 144A
5.920%, 6/17/19⁽⁴⁾		3,000		3,064
Aircraft Certificate Owner Trust 03-1A, D, 144A
6.455%, 9/20/22⁽⁴⁾		1,957		1,898
American General Mortgage Loan Trust 09-1, A6, 144A
5.750%, 9/25/48⁽³⁾⁽⁴⁾		13,850		13,986
10-1A, A1, 144A
5.150%, 3/25/58⁽³⁾⁽⁴⁾		12,164		12,447
AmeriCredit Automobile Receivables Trust
11-3, C
2.860%, 1/9/17		11,000		10,939
11-1, D
4.260%, 2/8/17		9,119		9,241
11-4, E, 144A
6.530%, 1/8/19⁽⁴⁾		3,950		3,935
Ameriquest Mortgage Securities, Inc.
03-10, AF6
4.710%, 11/25/33⁽³⁾		5,451		5,417
Asset Backed Funding Certificates 05-AQ1, A6
4.780%, 6/25/35⁽³⁾		7,862		7,549
Avis Budget Rental Car Funding AESOP LLC
11-3A, A, 144A
3.410%, 11/20/17⁽⁴⁾		10,000		10,082

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Avis Budget Rental Car Funding/AESOP LLC
09-2A, A, 144A
5.680%, 2/20/14⁽⁴⁾	$	9,825	$	10,278
Bayview Financial Acquisition Trust
06-B, 1A2
5.800%, 4/28/36⁽³⁾		1,682		1,663
06-A, 1A2
5.483%, 2/28/41⁽³⁾		397		393
Bombardier Capital Mortgage Securitization
Corp. 99-A, A3
5.980%, 1/15/18⁽³⁾		2,435		2,376
Bosphorus Financial Services Ltd. 144A
2.086%, 2/15/12⁽³⁾⁽⁴⁾		250		249
Bush Truck Leasing LLC
11-44, A, 144A
5.000%, 9/25/18⁽⁴⁾		4,369		4,358
BXG Receivables Note Trust 10-A, A 144A
5.100%, 3/2/26⁽⁴⁾		5,795		5,878
Capital Auto Receivables Asset Trust 07-1, C
5.380%, 11/15/12		6,080		6,211
CIT Group, Inc.
10-VT1A, B 144A
3.880%, 9/16/13⁽⁴⁾		5,900		6,037
Citicorp Residential Mortgage Securities, Inc.
07-1, A3
5.667%, 3/25/37⁽³⁾		1,691		1,661
07-1, A6
5.702%, 3/25/37⁽³⁾		5,544		5,124
07-2, A3
6.080%, 6/25/37⁽³⁾		15,000		15,008
07-2, A4
6.538%, 6/25/37⁽³⁾		7,000		5,845
Conseco Finance Securitizations Corp.
01-3, A4
6.910%, 5/1/33⁽³⁾		17,642		18,804
Conseco Financial Corp.
94-1, A5
7.650%, 4/15/19		857		908
01-3, A4
7.600%, 4/15/26⁽³⁾		13,715		13,141
Countrywide Asset- Backed Certificates
04-13, AF4
4.583%, 1/25/33⁽³⁾		1,373		1,339
04-10, AF6
4.485%, 12/25/34⁽³⁾		8,519		8,103
04-12, AF6
4.634%, 3/25/35⁽³⁾		3,528		3,448
Credit-Based Asset Servicing & Securitization LLC 05-CB6, A3
5.120%, 7/25/35⁽³⁾		1,381		1,138
Daimler Chrysler Auto Trust 08-B, A4A,
5.320%, 11/10/14⁽⁴⁾		6,311		6,388
Dominos Pizza Master Issuer LLC
07-1, A2 144A
5.261%, 4/25/37⁽⁴⁾		20,000		20,200
DSC Floorplan Master Owner Trust
11-1, A, 144A
3.910%, 3/15/16⁽⁴⁾		8,500		8,644
DT Auto Owner Trust
10-1A, C, 144A
3.460%, 1/15/14⁽⁴⁾		3,500		3,520
09-1, B, 144A
5.920%, 10/15/15⁽⁴⁾		1,731		1,777
Ellington Loan Acquisition Trust 07-2, A2A, 144A
1.135%, 5/25/37⁽³⁾⁽⁴⁾		7,154		6,321
First Franklin Mortgage Loan Asset Backed Certificates 06-FF13, A2B
0.335%, 10/25/36⁽³⁾		5,442		5,295
Ford Credit Auto Owner Trust 09-E, D 144A
5.530%, 5/15/16⁽⁴⁾		17,750		19,107
GMAC Mortgage Corp. Loan Trust
06-HE2, A3 6.320%,
5/25/36 ⁽³⁾		8,476		5,431
07-HE1-, A2
5.621%, 8/25/37⁽³⁾		4,136		4,068
Great America Leasing Receivables
09-1, B 144A
4.520%, 11/15/14⁽⁴⁾		3,000		3,124

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
GSAA Home Equity Trust 05-12, AF3W
4.999%, 9/25/35⁽³⁾	$	9,513	$	8,819
Harley-Davidson Motorcycle Trust
09-4, B
3.190%, 9/15/14		9,000		9,088
07-2, C
5.410%, 8/15/15		6,750		6,846
Hertz Vehicle Financing LLC 09-2A, A1, 144A
4.260%, 3/25/14⁽⁴⁾		5,000		5,183
11-1A, A2, 144A
3.290%, 3/25/18⁽⁴⁾		10,000		10,244
IndyMac Manufactured Housing Contract
98-1, A3
6.370%, 9/25/28		1,541		1,563
JPMorgan Chase Funding Mortgage Loan Asset- Backed Certificates
04-1,1A4
4.111%, 8/25/30		867		821
Lehman Brothers Manufactured Housing Contract Trust 01-B, A3
4.350%, 5/15/14		8,899		9,091
Lehman XS Trust
05-6, 3A2B
5.420%, 11/25/35⁽³⁾		9,905		9,763
Long Grove Collateral Loan Obligation Ltd.
04-1A, C 144A
2.712%, 5/25/16⁽³⁾⁽⁴⁾		1,600		1,316
04-1A, D 144A
7.062%, 5/25/16⁽³⁾⁽⁴⁾		422		355
Marriott Vacation Club Owner Trust
10-1A, A 144A
3.540%, 10/20/32⁽⁴⁾		1,593		1,613
10-1A, B 144A
4.520%, 10/20/32⁽⁴⁾		3,105		3,180
MMCA Automobile Trust 11,—A, B, 144A
2.720%, 10/17/16⁽⁴⁾		3,500		3,615
Navistar Financial Corp. Owner Trust 10-A, B 144A
4.170%, 10/20/14⁽⁴⁾		7,000		7,177
New Century Home Equity Loan Trust
05-A, A4W
5.035%, 8/25/35⁽³⁾		16,350		14,575
Popular ABS Mortgage Pass-Through Trust
05-5, AF3
5.086%, 11/25/35⁽³⁾		15,256		14,749
Renaissance Home Equity Loan Trust
05-3, AF4
5.140%, 11/25/35⁽³⁾		5,405		4,195
Rental Car Finance Corp.
11-1A, B1, 144A
4.380%, 2/25/16⁽⁴⁾		4,000		4,058
Residential Asset Mortgage Products, Inc.
03-RS8, AI7
5.015%, 9/25/33⁽³⁾		4,891		4,857
Residential Funding Mortgage Securities II, Inc. 04-HI3, A5
5.480%, 6/25/34⁽³⁾		4,232		3,320
06-HI2, A3
5.790%, 2/25/36		9,848		9,853
07-HI1, A2
5.640%, 3/25/37		4,995		4,880
Santander Drive Auto Receivables Trust
11-2, B
2.660%, 1/15/16		7,640		7,662
11-1, C
3.110%, 5/16/16		10,000		10,027
10-B, C 144A
3.020%, 10/17/16⁽⁴⁾		7,175		7,155
10-3, C
3.060%, 11/15/17		10,000		10,015
Saxon Asset Securities Trust 06-3 A2
0.345%, 10/25/46⁽³⁾		12,699		11,749
Sierra Receivables Funding Co., LLC
10-3A, B 144A
4.440%, 11/20/25⁽⁴⁾		4,638		4,765
11-1A, B, 144A
4.230%, 4/20/26⁽⁴⁾		6,529		6,624
SVO MOI Mortgage Corp. 10-AA, A 144A
3.650%, 7/20/27⁽⁴⁾		6,489		6,605

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
TAL Advantage LLC
1-1A, A, 144A
4.600%, 1/20/26⁽⁴⁾	$	10,267	$	10,272
Tidewater Auto Receivables Trust 10-A, A 144A
5.920%, 5/15/17⁽⁴⁾		1,867		1,905
Trinity Rail Leasing LP
03-1A, A, 144A
5.640%, 10/12/26⁽⁴⁾		2,780		2,993
Trip Rail Master Funding LLC
11-1A, A1A, 144A
4.370%, 7/15/41⁽⁴⁾		7,315		7,355
U-Haul S Fleet LLC
10-BT1A, 1 144A
4.899%, 10/25/23⁽⁴⁾		20,898		21,543



TOTAL ASSET-BACKED SECURITIES (Identified Cost $531,778)				532,275


CORPORATE BONDS AND NOTES—37.5%

Consumer Discretionary—3.3%
AutoZone, Inc.
5.750%, 1/15/15		4,420		4,864
Boyd Gaming Corp. 144A
9.125%, 12/1/18⁽⁴⁾		2,425		2,007
Cequel Communications Holdings I LLC/Cequel Capital Corp. 144A
8.625%, 11/15/17⁽⁴⁾		5,790		5,761
CityCenter Holdings LLC/ CityCenter Finance Corp. 144A
7.625%, 1/15/16⁽⁴⁾		4,718		4,459
Daimler Finance North America LLC 144A
2.625%, 9/15/16⁽⁴⁾		11,000		10,736
Dana Holding Corp.
6.500%, 2/15/19		3,973		3,794
Delphi Corp. 144A
5.875%, 5/15/19⁽⁴⁾		1,725		1,613
DigitalGlobe, Inc.
10.500%, 5/1/14		700		777
DISH DBS Corp.
7.125%, 2/1/16		9,335		9,498
GTP Acquisition Partners I LLC 144A
4.347%, 6/15/16⁽⁴⁾		3,000		3,017
Hyatt Hotels Corp. 144A
5.750%, 8/15/15⁽⁴⁾		900		960
3.875%, 8/15/16		7,000		6,982
Hyundai Capital America 144A
3.750%, 4/6/16⁽⁴⁾		500		494
International Game Technology
7.500%, 6/15/19		1,115		1,332
Isle of Capri Casinos, Inc.
7.000%, 3/1/14		2,750		2,513
Korea Expressway Corp. 144A
4.500%, 3/23/15⁽⁴⁾		2,670		2,736
Landry’s Restaurants, Inc.
11.625%, 12/1/15		2,851		2,880
MGM Resorts International, Inc.
10.375%, 5/15/14		160		175
7.500%, 6/1/16		3,500		3,054
Mobile Mini, Inc.
6.875%, 5/1/15		540		532
Nissan Motor Acceptance Corp. 144A
4.500%, 1/30/15⁽⁴⁾		8,620		9,156
Ono Finance II plc 144A
10.875%, 7/15/19⁽⁴⁾		1,035		730
Penn National Gaming, Inc.
8.750%, 8/15/19		6,615		7,078
Pittsburgh Glass Works LLC 144A
8.500%, 4/15/16⁽⁴⁾		4,135		3,825
QVC, Inc. 144A
7.125%, 4/15/17⁽⁴⁾		4,550		4,777
144A
7.500%, 10/1/19⁽⁴⁾		8,740		9,352
Royal Caribbean Cruises Ltd.
7.000%, 6/15/13		4,550		4,652
7.250%, 6/15/16		2,625		2,671
Scientific Games International, Inc.
9.250%, 6/15/19		1,570		1,590
Seminole Hard Rock Entertainment, Inc./
Seminole Hard Rock International LLC 144A
2.847%, 3/15/14⁽³⁾⁽⁴⁾		767		686
Starwood Hotels & Resorts Worldwide, Inc.
7.150%, 12/1/19		10,165		10,978

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Consumer Discretionary—continued
TRW Automotive, Inc. 144A
8.875%, 12/1/17⁽⁴⁾	$	780	$	835
United Rentals North America, Inc.
10.875%, 6/15/16		1,772		1,923
Videotron Ltee
6.375%, 12/15/15		3,500		3,535
Wyndham Worldwide Corp.
6.000%, 12/1/16		8,845		9,267
5.750%, 2/1/18		1,660		1,699
Wynn Las Vegas LLC/ Wynn Las Vegas Capital Corp.
7.875%, 11/1/17		7,000		7,367

				148,305


Consumer Staples—0.8%
Altria Group, Inc.
8.500%, 11/10/13		2,775		3,165
BAT International Finance plc 144A
9.500%, 11/15/18⁽⁴⁾		1,410		1,916
Bumble Bee Acquisition Corp. 144A
9.000%, 12/15/17⁽⁴⁾		740		699
Bunge Ltd. Finance Corp.
5.100%, 7/15/15		6,000		6,239
Diversey, Inc.
8.250%, 11/15/19		435		521
Pilgrim’s Pride Corp. 144A
7.875%, 12/15/18⁽⁴⁾		10,500		8,059
Reynolds Group Holdings Ltd. 144A
7.125%, 4/15/19⁽⁴⁾		4,875		4,558
Sigma Alimentos SA de CV 144A
5.625%, 4/14/18⁽⁴⁾		5,850		5,704
Tyson Foods, Inc.
10.500%, 3/1/14		940		1,090
Yankee Candle Co., Inc. Series B,
8.500%, 2/15/15		6,320		6,099

				38,050


Energy—4.1%
Afren plc 144A
11.500%, 2/1/16⁽⁴⁾		4,790		4,551
Anadarko Petroleum Corp.
6.375%, 9/15/17		12,050		13,528
8.700%, 3/15/19		2,925		3,693
Buckeye Partners LP
6.050%, 1/15/18		854		975
Calumet Specialty Products Partners LP/
Calumet Finance Corp. 144A
9.375%, 5/1/19⁽⁴⁾		2,211		2,067
Carrizo Oil & Gas, Inc.
8.625%, 10/15/18		3,399		3,348
Cloud Peak Energy Resources LLC/
Cloud Peak Energy Finance Corp.
8.250%, 12/15/17		2,920		3,044
Compagnie Generale de Geophysique-Veritas
7.750%, 5/15/17		1,534		1,519
EV Energy Partners LP/ EV Energy Finance Corp. 144A
8.000%, 4/15/19⁽⁴⁾		250		243
Expro Finance Luxembourg SCA 144A
8.500%, 12/15/16⁽⁴⁾		5,395		4,721
Frontier Oil Corp.
6.875%, 11/15/18		2,550		2,588
Gaz Capital SA 144A
7.343%, 4/11/13⁽⁴⁾		2,000		2,052
Gazprom International
SA 144A
7.201%, 2/1/20⁽⁴⁾		1,363		1,430
Gazprom OAO (Gaz Capital SA) 144A
6.212%, 11/22/16⁽⁴⁾		10,405		10,483
144A
6.510%, 3/7/22⁽⁴⁾		3,235		3,170
Helix Energy Solutions Group, Inc. 144A
9.500%, 1/15/16⁽⁴⁾		692		706
Hilcorp Energy I LP/ Hilcorp Finance Co. 144A
7.750%, 11/1/15⁽⁴⁾		7,675		7,771
HollyFrontier Corp.
9.875%, 6/15/17		3,000		3,255

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Energy—continued
KazMunaiGaz Finance
Sub BV 144A
8.375%, 7/2/13⁽⁴⁾	$	6,900	$	7,176
Kinder Morgan Energy Partners LP
6.850%, 2/15/20		2,545		3,009
Korea National Oil Corp.
144A
5.375%, 7/30/14⁽⁴⁾		4,345		4,598
144A
2.875%, 11/9/15⁽⁴⁾		5,000		4,838
Linn Energy LLC/Linn Energy Finance Corp.
144A
6.500%, 5/15/19⁽⁴⁾		1,430		1,323
Lukoil International Finance BV 144A
6.375%, 11/5/14⁽⁴⁾		4,900		5,047
MIE Holdings Corp.
144A
9.750%, 5/12/16⁽⁴⁾		2,985		2,328
NAK Naftogaz Ukraine
9.500%, 9/30/14		2,900		2,784
OPTI Canada, Inc.
144A
9.000%, 12/15/12⁽⁴⁾		6,525		6,656
Petrobras International Finance Co.
3.875%, 1/27/16		12,430		12,331
Petroleos de Venezuela SA
5.250%, 4/12/17		8,460		4,843
Petroplus Finance Ltd.
144A
6.750%, 5/1/14⁽⁴⁾		5,455		4,773
Pioneer Drilling Co.
9.875%, 3/15/18		1,245		1,307
Pride International, Inc.
8.500%, 6/15/19		4,065		5,100
Rowan Cos., Inc.
5.000%, 9/1/17		6,195		6,424
SEACOR Holdings, Inc.
7.375%, 10/1/19		2,200		2,381
SESI LLC 144A
6.375%, 5/1/19⁽⁴⁾		4,694		4,553
Tesoro Corp.
6.250%, 11/1/12		4,340		4,503
6.500%, 6/1/17		4,740		4,740
TNK-BP Finance SA RegS
6.125%, 3/20/12⁽⁵⁾		4,210		4,273
144A
7.500%, 3/13/13⁽⁴⁾		1,750		1,807
144A
6.250%, 2/2/15⁽⁴⁾		500		504
Transocean, Inc.
4.950%, 11/15/15		3,955		4,168
Venoco, Inc.
8.875%, 2/15/19		5,675		4,909
Weatherford International Ltd.
9.625%, 3/1/19		4,110		5,316
Western Refining, Inc.
144A
10.750%, 6/15/14⁽³⁾⁽⁴⁾		3,285		3,457
144A
11.250%, 6/15/17⁽⁴⁾		2,465		2,675

				184,967


Financials—17.3%
Abbey National Treasury Services plc
4.000%, 4/27/16		5,000		4,619
ABN Amro Bank NV
144A
3.000%, 1/31/14⁽⁴⁾		9,000		8,861
ADCB Finance Cayman Ltd. 144A
4.750%, 10/8/14⁽⁴⁾		5,290		5,541
AFLAC, Inc.
8.500%, 5/15/19		1,059		1,290
Agile Property Holdings Ltd. 144A
10.000%, 11/14/16⁽⁴⁾		1,660		1,311
Akbank TAS 144A
5.125%, 7/22/15⁽⁴⁾		8,900		8,677
Alfa Invest Ltd. 144A
9.250%, 6/24/13⁽⁴⁾		4,940		5,039
Allstate Corp.
6.125%, 5/15/37⁽³⁾		4,730		4,251
Ally Financial, Inc.
4.500%, 2/11/14		2,625		2,408
Series 8,
6.750%, 12/1/14		552		531
Alta Mesa Holdings/ Alta Mesa Finance Services Corp.
9.625%, 10/15/18		8,150		7,457

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Financials—continued
American Express Credit Corp.
5.875%, 5/2/13	$	4,805	$	5,096
Series C,
7.300%, 8/20/13		2,600		2,846
American General (Springleaf) Finance Corp.
5.400%, 12/1/15		3,000		2,205
American Honda Finance Corp. 144A
6.700%, 10/1/13⁽⁴⁾		4,850		5,322
American International Group, Inc.
4.875%, 9/15/16		8,850		8,490
AmSouth Bank N.A.
4.850%, 4/1/13		7,275		7,039
AON Corp.
3.500%, 9/30/15		1,980		2,045
Associated Banc Corp.
5.125%, 3/28/16		4,590		4,779
Assurant, Inc.
5.625%, 2/15/14		4,060		4,253
Avalonbay Communities, Inc.
5.700%, 3/15/17		2,950		3,315
Banco Bilbao Vizcaya Argentaria Bancomer SA 144A
4.500%, 3/10/16⁽⁴⁾		5,000		4,650
Banco Bradesco SA 144A
4.125%, 5/16/16⁽⁴⁾		7,000		6,965
Banco de Credito del Peru
144A 4.750%, 3/16/16⁽⁴⁾		14,800		14,282
Banco Industrial e Comercial SA
144A
5.250%, 10/25/15⁽⁴⁾		6,000		5,673
Banco Santander SA
144A
4.500%, 4/6/15⁽⁴⁾		7,500		7,200
144A
3.750%, 9/22/15⁽⁴⁾		3,800		3,786
Unipersonal 144A
3.781%, 10/7/15⁽⁴⁾		8,100		7,220
Banco Votorantim SA 144A
5.250%, 2/11/16⁽⁴⁾		8,500		8,394
Bank of America Corp.
5.420%, 3/15/17		3,700		3,217
Barclays Bank plc
5.200%, 7/10/14		1,610		1,647
144A
6.050%, 12/4/17⁽⁴⁾		4,130		3,794
144A
7.375%^(3)(4)(8)(9)		6,900		6,512
144A
5.926%^(3)(4)(8)(9)		3,773		2,792
Bear Stearns Cos., Inc. LLC (The)
7.250%, 2/1/18		4,365		5,150
BioMed Realty LP
3.850%, 4/15/16		9,375		9,194
Brandywine Operating Partnership LP
7.500%, 5/15/15		4,305		4,666
Capital One Financial Corp.
3.150%, 7/15/16		5,000		4,953
6.150%, 9/1/16		4,300		4,558
Chubb Corp.
6.375%, 3/29/67⁽³⁾		4,730		4,582
CIT Group, Inc.
7.000%, 5/1/14		81		83
7.000%, 5/1/15		459		456
7.000%, 5/1/16		3,290		3,196
Citigroup, Inc.
5.000%, 9/15/14		3,200		3,140
4.875%, 5/7/15		12,075		12,071
5.500%, 2/15/17		3,635		3,621
CNA Financial Corp.
5.850%, 12/15/14		7,575		8,007
Comerica Bank
5.700%, 6/1/14		1,900		2,058
5.750%, 11/21/16		5,940		6,626
Comerica, Inc.
4.800%, 5/1/15		1,828		1,887
Corporacion Andina de Fomento
5.200%, 5/21/13		1,000		1,051
Countrywide Financial Corp.
6.250%, 5/15/16		12,000		10,596
Credit Suisse
6.000%, 2/15/18		4,875		4,952

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Financials—continued
Danske Bank A/S 144A
3.875%, 4/14/16⁽⁴⁾	$	8,000	$	7,739
Deutsche Bank Financial LLC
5.375%, 3/2/15		2,933		2,973
Discover Bank
8.700%, 11/18/19		1,750		2,002
DuPont Fabros Technology LP
8.500%, 12/15/17		5,025		5,226
Equity One, Inc.
6.250%, 12/15/14		2,485		2,628
Export-Import Bank of Korea
8.125%, 1/21/14		1,480		1,652
5.875%, 1/14/15		4,625		4,920
4.125%, 9/9/15		4,000		4,035
Fidelity National Financial Services, Inc.
6.600%, 5/15/17		6,475		6,826
Fifth Third Bancorp
6.250%, 5/1/13		1,770		1,874
4.750%, 2/1/15		750		789
4.500%, 6/1/18		6,745		6,741
First Horizon National Corp.
5.375%, 12/15/15		1,950		1,975
First Tennessee Bank N.A.
5.050%, 1/15/15		7,875		8,118
5.650%, 4/1/16		2,220		2,326
Ford Motor Credit Co., LLC
3.148%, 1/13/12⁽³⁾		2,000		2,011
8.000%, 6/1/14		4,865		5,163
8.700%, 10/1/14		735		796
6.625%, 8/15/17		2,335		2,436
Fuel Trust 144A
4.207%, 4/15/16⁽⁴⁾		10,000		9,969
General Electric Capital Corp.
3.750%, 11/14/14		3,940		4,115
0.648%, 5/5/26⁽³⁾		8,000		6,407
Genworth Financial, Inc.
5.750%, 6/15/14		6,890		6,796
6.515%, 5/22/18		3,275		2,879
Glen Meadow Pass-Through Trust 144A
6.505%, 2/12/67⁽³⁾⁽⁴⁾		10,345		7,293
Goldman Sachs Group, Inc. (The)
5.350%, 1/15/16		3,225		3,339
5.625%, 1/15/17		2,800		2,718
7.500%, 2/15/19		2,451		2,738
Grupo BBVA
3.250%, 5/16/14		4,000		3,750
Hana Bank 144A
4.500%, 10/30/15⁽⁴⁾		6,000		6,037
HBOS plc 144A
6.750%, 5/21/18⁽⁴⁾		685		585
HCP, Inc.
3.750%, 2/1/16		8,000		7,911
Health Care REIT, Inc.
4.700%, 9/15/17		8,565		8,594
Healthcare Realty Trust, Inc.
6.500%, 1/17/17		3,000		3,241
HSBC Bank plc 144A
3.100%, 5/24/16⁽⁴⁾		12,200		12,137
Huntington Bancshares, Inc.
7.000%, 12/15/20		1,025		1,162
Huntington National Bank (The)
4.900%, 1/15/14		1,400		1,418
Hyundai Capital Services, Inc.
144A
6.000%, 5/5/15⁽⁴⁾		4,975		5,376
144A
4.375%, 7/27/16⁽⁴⁾		1,500		1,519
ICICI Bank Ltd.
144A
5.500%, 3/25/15⁽⁴⁾		3,000		2,989
144A
4.750%, 11/25/16⁽⁴⁾		5,000		4,784
ING Bank NV
144A
2.375%, 6/9/14⁽⁴⁾		5,000		4,851
144A
4.000%, 3/15/16⁽⁴⁾		9,000		9,061
International Lease Finance Corp.
6.375%, 3/25/13		5,375		5,227
5.650%, 6/1/14		5,820		5,427
5.750%, 5/15/16		4,545		4,046
IPIC GMTN Ltd. 144A
3.125%, 11/15/15⁽⁴⁾		2,000		2,020
Jefferies Group, Inc.
5.125%, 4/13/18		6,541		6,132
JPMorgan Chase & Co.
6.125%, 6/27/17		3,550		3,884
JSC Severstal (Steel Capital SA) 144A
6.250%, 7/26/16⁽⁴⁾		6,665		5,699

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE			VALUE
Financials—continued
Kazkommerts Bank International BV RegS
8.000%, 11/3/15⁽⁵⁾	$	1,000		$	849
KeyBank NA
5.700%, 8/15/12		1,800			1,866
5.800%, 7/1/14		1,450			1,564
7.413%, 5/6/15		3,000			3,289
4.950%, 9/15/15		1,295			1,379
KeyCorp
6.500%, 5/14/13		2,925			3,120
Kookmin Bank 144A
7.250%, 5/14/14⁽⁴⁾		5,700			6,341
Korea Development Bank
5.300%, 1/17/13		1,113			1,151
4.375%, 8/10/15		2,525			2,582
Lincoln National Corp.
8.750%, 7/1/19		2,340			2,777
6.050%, 4/20/67⁽³⁾		2,885			2,337
Lloyds TSB Bank plc 144A
4.375%, 1/12/15⁽⁴⁾		2,900			2,839
4.875%, 1/21/16		9,000			8,877
Manufacturers & Traders Trust Co.
1.746%, 4/1/13⁽³⁾		3,175			3,172
5.629%, 12/1/21⁽³⁾		5,000			4,841
Marshall & Ilsley Bank
5.000%, 1/17/17		3,500			3,693
Mercantile Bankshares Corp. Series B,
4.625%, 4/15/13		4,708			4,886
MetLife, Inc.
6.750%, 6/1/16		910			1,047
Metropolitan Life Global Funding I 144A
5.125%, 6/10/14⁽⁴⁾		1,160			1,253
Morgan Stanley
6.000%, 5/13/14		1,970			1,996
3.800%, 4/29/16		5,850			5,397
5.750%, 10/18/16		3,455			3,413
144A
10.090%, 5/3/17⁽⁴⁾	10,525		^BRL		5,206
Nationwide Health Properties, Inc.
6.250%, 2/1/13		4,825			5,078
Nordea Bank AB 144A
2.125%, 1/14/14⁽⁴⁾		5,000			4,964
OJSC AK Transneft (TransCapitalInvest Ltd.) 144A
5.670%, 3/5/14⁽⁴⁾		5,715			5,741
ORIX Corp.
5.000%, 1/12/16		5,228			5,403
PNC Funding Corp.
5.625%, 2/1/17		3,130			3,401
Principal Financial Group, Inc.
7.875%, 5/15/14		2,595			2,949
ProLogis LP
7.625%, 8/15/14		5,275			5,749
6.625%, 5/15/18		1,110			1,152
Prudential Financial, Inc.
4.750%, 9/17/15		4,770			4,982
8.875%, 6/15/38⁽³⁾⁽⁹⁾		4,200			4,531
Regions Financial Corp.
7.750%, 11/10/14		2,525			2,519
5.750%, 6/15/15		2,535			2,434
Royal Bank of Scotland Group plc (The)
6.400%, 10/21/19		3,130			2,996
Royal Bank of Scotland plc (The)
3.400%, 8/23/13		7,000			6,968
4.875%, 3/16/15		3,230			3,164
3.950%, 9/21/15		3,860			3,632
Russian Agricultural Bank OJSC (RSHB Capital SA)
144A
9.000%, 6/11/14⁽⁴⁾		780			831
144A
6.299%, 5/15/17⁽⁴⁾		2,905			2,861
Senior Housing Properties Trust
4.300%, 1/15/16		6,875			6,866
Simon Property Group LP
4.200%, 2/1/15		700			739
SL Green Realty Corp./SL Green Operating Partnership/ Reckson Operating Partnership LP
5.000%, 8/15/18		8,000			7,740
SLM Corp.
6.250%, 1/25/16		17,900			17,579
Societe Generale 144A
3.100%, 9/14/15⁽⁴⁾		2,900			2,615
144A
3.500%, 1/15/16⁽⁴⁾		6,895			6,269
144A
5.922%^{(3)(4)(8)(10)}		6,800			3,988

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Financials—continued
Sovereign Bank
5.125%, 3/15/13	$	7,000	$	7,062
State Street Corp.
4.956%, 3/15/18⁽⁹⁾		5,000		5,296
SunTrust Bank, Inc.
5.450%, 12/1/17		3,750		3,810
SunTrust Banks, Inc.
6.000%, 9/11/17		4,925		5,445
Svenska Handelsbanken AB
3.125%, 7/12/16		10,000		10,062
Unum Group
7.125%, 9/30/16		6,620		7,633
Vanguard Health Holding Co. II, LLC/Vanguard
Holding Co. II, Inc.
7.750%, 2/1/19		3,212		2,879
Vnesheconombank Via (VEB Finance Ltd.)
144A
5.450%, 11/22/17⁽⁴⁾⁽⁷⁾		1,500		1,432
144A
6.902%, 7/9/20⁽⁴⁾		7,345		7,198
VTB Capital SA 144A
6.465%, 3/4/15⁽⁴⁾		6,000		5,985
Wachovia Bank NA
5.000%, 8/15/15		2,600		2,771
Wachovia Corp.
5.250%, 8/1/14		5,000		5,248
WEA Finance LLC/WT Finance Australia 144A
5.750%, 9/2/15⁽⁴⁾		5,425		5,895
Webster Financial Corp.
5.125%, 4/15/14		2,500		2,463
Westpac Banking Corp.
4.200%, 2/27/15		4,920		5,161
Willis Group Holdings plc
4.125%, 3/15/16		6,000		6,103
Woori Bank
144A
7.000%, 2/2/15⁽⁴⁾		4,000		4,286
144A
4.750%, 1/20/16⁽⁴⁾		4,725		4,705
XL Capital Ltd.
5.250%, 9/15/14		4,335		4,516
Yapi Ve Kredi Bankasi Via Unicredit Luxembourg SA 144A
5.188%, 10/13/15⁽⁴⁾		2,000		1,930
Zions Bancorp
5.650%, 5/15/14		1,775		1,808
7.750%, 9/23/14		6,194		6,533

				781,935


Health Care—0.8%
CareFusion Corp.
5.125%, 8/1/14		2,940		3,203
Giant Funding Corp. 144A
8.250%, 2/1/18⁽⁴⁾		250		251
HCA, Inc.
7.250%, 9/15/20		8,000		8,120
Life Technologies Corp.
3.500%, 1/15/16		3,000		3,056
Mylan, Inc. 144A
6.000%, 11/15/18⁽⁴⁾		6,900		6,745
Patheon, Inc. 144A
8.625%, 4/15/17⁽⁴⁾		720		616
Rotech Healthcare, Inc.
10.500%, 3/15/18		5,500		4,469
Select Medical Corp.
7.625%, 2/1/15		2,256		1,965
Symbion, Inc. 144A
8.000%, 6/15/16⁽⁴⁾		3,727		3,373
U.S. Oncology, Inc.
0.000%, 2/16/49⁽¹¹⁾		1,263		0
Valeant Pharmaceuticals International, Inc. 144A
6.500%, 7/15/16⁽⁴⁾		6,900		6,451

				38,249


Industrials—4.9%
ADS Tactical, Inc. 144A
11.000%, 4/1/18⁽⁴⁾		5,200		5,122
America West Airlines
98-1A,
6.870%, 1/2/17		2,501		2,389
99-1G,
7.930%, 1/2/19		10,183		10,107
00-1G
8.057%, 7/2/20		7,715		7,715
ARAMARK Corp.
8.500%, 2/1/15		3,625		3,688
AWAS Aviation Capital
Ltd. 144A
7.000%, 10/15/16⁽⁴⁾		11,738		11,562

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Industrials—continued
Continental Airlines, Inc.
Pass-Through Trust
98-1A,
6.648%, 9/15/17	$	6,323	$	6,323
97-4A,
6.900%, 1/2/18		5,446		5,555
01-1A1,
6.703%, 6/15/21		9,355		9,589
Corp Andina de Fomento
3.750%, 1/15/16		10,000		10,125
Delta Air Lines, Inc.
Pass-Through Trust
11-1, A
5.300%, 4/15/19		9,675		9,482
10-2A, 2A
4.950%, 5/23/19		21,685		21,026
02-1, G-1
6.718%, 1/2/23		1,470		1,452
Deluxe Corp. 144A
7.000%, 3/15/19⁽⁴⁾		4,970		4,821
Dematic SA 144A
8.750%, 5/1/16⁽⁴⁾		5,250		4,909
GATX Corp.
4.750%, 5/15/15		4,940		5,237
General Cable Corp.
2.621%, 4/1/15⁽³⁾		3,375		3,189
Griffon Corp.
7.125%, 4/1/18		6,900		6,124
Hutchison Whampoa International Ltd. 144A
4.625%, 9/11/15⁽⁴⁾		3,900		4,072
Kratos Defense & Security Solutions, Inc.
10.000%, 6/1/17		8,570		8,570
Marquette Transportation Co./ Marquette Transportation Finance Corp.
10.875%, 1/15/17		750		727
McJunkin Red Man Corp.
9.500%, 12/15/16		2,590		2,383
Northwest Airlines
Pass-Through Trust
01-1, B
7.691%, 4/1/17		6,369		6,241
02-1, G2
6.264%, 11/20/21		4,467		4,400
Oshkosh Corp.
8.250%, 3/1/17		6,200		6,045
Owens Corning, Inc.
6.500%, 12/1/16		3,150		3,400
PPL WEM Holdings plc 144A
3.900%, 5/1/16⁽⁴⁾		5,495		5,764
Ryder System, Inc.
3.600%, 3/1/16		3,120		3,258
Smiths Group plc 144A
7.200%, 5/15/19⁽⁴⁾		1,700		2,040
Toledo Edison Co. (The)
7.250%, 5/1/20		1,360		1,722
Transnet Ltd. 144A
4.500%, 2/10/16⁽⁴⁾		9,000		9,253
U.S. Airways
Pass-Through Trust
99-1 A
8.360%, 1/20/19		990		990
01-1 G
7.076%, 3/20/21		7,499		7,049
11-1 A
7.125%, 10/22/23		9,350		8,883
UAL Pass-Through Trust
09-2 A
9.750%, 1/15/17		5,735		6,280
07-01
6.636%, 7/2/22		11,426		11,112

				220,604


Information Technology—1.5%
Agilent Technologies, Inc.
5.500%, 9/14/15		2,185		2,392
Audatex North America, Inc. 144A
6.750%, 6/15/18⁽⁴⁾		4,325		4,314
CDW LLC/CDW Finance Corp.
PIK Interest Capitalization
11.500%, 10/12/15		139		140
CommScope, Inc. 144A
8.250%, 1/15/19⁽⁴⁾		7,135		6,992
Crown Castle Holdings GS V LLC/Crown Castle GS III
Corp. 144A
7.750%, 5/1/17⁽⁴⁾		4,375		4,659
eAccess Ltd. 144A
8.250%, 4/1/18⁽⁴⁾		1,635		1,504
Earthlink, Inc.
8.875%, 5/15/19		6,725		5,935
iGate Corp. 144A
9.000%, 5/1/16⁽⁴⁾		8,200		7,667

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Information Technology—continued
Intuit, Inc.
5.750%, 3/15/17	$	1,334	$	1,500
Jabil Circuit, Inc.
7.750%, 7/15/16		2,952		3,269
MDC International B.V.
144 A
3.750%, 4/20/16⁽⁴⁾		4,000		4,147
National Semiconductor Corp.
6.600%, 6/15/17		3,330		3,976
Seagate HDD Cayman 144A
7.750%, 12/15/18⁽⁴⁾		6,700		6,600
Sorenson Communications, Inc. 144A
10.500%, 2/1/15⁽⁴⁾		3,400		1,989
Spansion LLC 144A
7.875%, 11/15/17⁽⁴⁾		2,955		2,911
STATS ChipPAC Ltd. 144A
7.500%, 8/12/15⁽⁴⁾		875		844
SunGard Data Systems, Inc.
7.375%, 11/15/18		1,650		1,543
Xerox Corp.
5.650%, 5/15/13		4,345		4,599
4.250%, 2/15/15		4,000		4,233

				69,214


Materials—2.5%
Allegheny Technologies, Inc.
9.375%, 6/1/19		7,245		9,130
Anglo American Capital plc 144A
9.375%, 4/8/19⁽⁴⁾		1,950		2,585
ArcelorMittal
5.375%, 6/1/13		4,825		4,924
9.000%, 2/15/15		2,560		2,816
Berry Plastics Corp.
9.500%, 5/15/18		1,480		1,265
Catalyst Paper Corp.
7.375%, 3/1/14		1,055		248
144 A
11.000%, 12/15/16⁽⁴⁾		3,520		2,306
Cemex Finance LLC 144A
9.500%, 12/14/16⁽⁴⁾		1,430		1,051
Cemex SAB de CV 144A
5.369%, 9/30/15⁽³⁾⁽⁴⁾		3,100		1,891
Commercial Metals Co.
7.350%, 8/15/18		7,760		7,901
CRH America, Inc.
4.125%, 1/15/16		4,000		4,030
8.125%, 7/15/18		4,770		5,585
Dow Chemical Co. (The)
7.600%, 5/15/14		2,950		3,352
5.900%, 2/15/15		3,950		4,362
Fosun International Ltd.
144 A
7.500%, 5/12/16⁽⁴⁾		4,340		3,450
Georgia-Pacific LLC
7.700%, 6/15/15		4,820		5,532
144 A
7.125%, 1/15/17⁽⁴⁾		3,525		3,700
Gerdau Holdings, Inc. 144A
7.000%, 1/20/20⁽⁴⁾		1,950		1,999
Ineos Finance plc 144A
9.000%, 5/15/15⁽⁴⁾		9,200		8,786
International Paper Co.
9.375%, 5/15/19		5,330		6,522
JMC Steel Group, Inc. 144A
8.250%, 3/15/18⁽⁴⁾		2,610		2,467
Metinvest BV 144A
8.750%, 2/14/18⁽⁴⁾		1,500		1,251
Omnova Solutions, Inc.
7.875%, 11/1/18		250		204
Oxea Finance/Cy SCA 144A
9.500%, 7/15/17⁽⁴⁾		1,562		1,527
Sealed Air Corp. 144A
8.125%, 9/15/19⁽⁴⁾		8,710		8,819
Severstal OAO Via Steel
Capital SA 144A
6.700%, 10/25/17⁽⁴⁾		1,775		1,513
Solo Cup Co./Solo Cup
Operating Corp.
10.500%, 11/1/13		3,279		3,263
Steel Dynamics, Inc.
7.375%, 11/1/12		1,528		1,566
USG Corp. 144A
9.750%, 8/1/14⁽⁴⁾		701		670
Vedanta Resources plc 144A
8.750%, 1/15/14⁽⁴⁾		3,400		3,281
Verso Paper Holdings LLC/Verso Paper, Inc.
11.500%, 7/1/14		3,285		3,433
Series B,
4.004%, 8/1/14⁽³⁾		2,570		1,953
8.750%, 2/1/19		225		156

				111,538

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Telecommunication Services—1.7%
America Movil SAB de C.V.
2.375%, 9/8/16	$	11,000	$	10,637
Axtel SAB de C.V. 144A
9.000%, 9/22/19⁽⁴⁾		750		638
Cincinnati Bell, Inc.
8.250%, 10/15/17		3,760		3,666
Clearwire Communications LLC/Clearwire Finance, Inc.
144 A
12.000%, 12/1/15⁽⁴⁾		2,000		1,695
144 A
12.000%, 12/1/15⁽⁴⁾		1,395		1,189
Crown Castle Towers LLC
144 A
4.523%, 1/15/15⁽⁴⁾		4,925		5,169
144 A
3.214%, 8/15/15⁽⁴⁾		4,950		5,028
144 A
5.495%, 1/15/17⁽⁴⁾		5,915		6,526
Embarq Corp.
6.738%, 6/1/13		2,385		2,479
France Telecom SA
2.750%, 9/14/16		1,000		993
Nextel Communications, Inc.
Series E
6.875%, 10/31/13		5,590		5,464
Series D
7.375%, 8/1/15		2,095		1,995
OJSC Vimpel Communications (VIP Finance Ireland Ltd.)
144 A
8.375%, 4/30/13⁽⁴⁾		1,400		1,418
144 A
6.493%, 2/2/16⁽⁴⁾		1,300		1,199
SBA Tower Trust 144A
4.254%, 4/15/15⁽⁴⁾		11,660		12,317
Telecom Italia Capital SA
6.175%, 6/18/14		4,900		4,878
Telefonica Emisiones SAU
3.992%, 2/16/16		8,000		7,617
Wind Acquisition Finance
S.A. 144A
11.750%, 7/15/17⁽⁴⁾		2,450		2,095
Windstream Corp.
7.875%, 11/1/17		2,000		2,035

				77,038


Utilities—0.6%
Allegheny Energy Supply
Co. LLC 144A
8.250%, 4/15/12⁽⁴⁾		1,860		1,925
AmeriGas Partners LP/
AmeriGas Finance Corp.
6.250%, 8/20/19		4,375		4,211
Enel Finance International
NV 144 A
3.875%, 10/7/14⁽⁴⁾		2,000		1,952
Israel Electric Corp., Ltd.
144 A
7.250%, 1/15/19⁽⁴⁾		2,285		2,434
Korea Electric Power Corp.
44 A
5.500%, 7/21/14⁽⁴⁾		3,420		3,638
Korea Gas Corp. 144A
6.000%, 7/15/14		2,000		2,150
Korea Hydro & Nuclear
Power Co., Ltd. 144A
3.125%, 9/16/15⁽⁴⁾		1,000		978
Midwest Generation LLC
Series B
8.560%, 1/2/16		1,079		1,063
NRG Energy, Inc. 144A
7.625%, 1/15/18⁽⁴⁾		1,485		1,388
ONEOK Partners LP
5.900%, 4/1/12		980		1,002
Sempra Energy
6.500%, 6/1/16		1,760		2,061
TransAlta Corp.
4.750%, 1/15/15		2,220		2,359

				25,161



TOTAL CORPORATE BONDS AND NOTES (Identified Cost $1,695,574)				1,695,061


CREDIT LINKED NOTES—0.1%
Helios Finance LP07-S1,
B2, 144 A
2.560%, 10/20/14⁽³⁾⁽⁴⁾		3,688		3,682



TOTAL CREDIT LINKED NOTES (Identified Cost $3,588)				3,682

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
LOAN AGREEMENTS⁽³⁾—10.8%

Consumer Discretionary—3.2%
Advantage Sales & Marketing, Inc.
5.250%, 12/17/17	$	720	$	696
AMF Bowling Worldwide, Inc. Tranche B,
2.739%, 6/7/13		2,037		1,655
Avis Budget Group, Inc.
0.000%, 9/22/18		2,531		2,520
Brickman Group Holdings, Inc. Tranche B,
7.250%, 10/14/16		5,985		5,915
Building Materials Holdings Corp.
5.000%, 1/5/15⁽⁶⁾		1,287		1,164
Burger King Holdings, Inc.
Tranche B
4.500%, 10/19/16		1,638		1,586
Caesars Entertainment
Operating Co., Inc. (Harrah’s Operating Company, Inc.)
Tranche B-2,
3.244%, 1/28/15		1,577		1,318
Tranche B-4,
9.500%, 10/31/16		2,132		2,078
Cedar Fair LP Tranche 1,
4.000%, 12/15/17		1,568		1,550
Cengage Learning Acquisitions, Inc.
2.490%, 7/3/14		6,959		5,472
Charter Communications
Operating LLC Tranche B-1,
2.240%, 3/6/14		15		14
Tranche C,
3.620%, 9/6/16		4,235		4,110
Chrysler Group LLC/Chrysler Group Co-Issuer, Inc.
Tranche B,
6.000%, 5/24/17		8,379		7,326
CityCenter Holdings LLC
7.500%, 1/21/15		594		584
Cumulus Media Holdings, Inc.
5.750%, 9/16/18		8,500		8,027
DineEquity, Inc.
Tranche B-1
4.250%, 10/19/17		3,691		3,585
Dunkin’ Brands, Inc.
Tranche B-2,
4.000%, 11/23/17		3,958		3,844
Filmyard Holdings LLC (Miramax)
7.750%, 6/22/16		1,608		1,610
Focus Brands, Inc.
5.583%, 11/5/16		1,434		1,419
Fram Group Holdings, Inc./
Prestone Holdings, Inc.
6.500%, 7/29/17		7,500		7,491
Gateway Casinos & Entertainment Ltd.
Tranche B,
6.000%, 5/12/16		3,447		3,109
Getty Images, Inc.
5.250%, 11/7/16		6,628		6,595
Gymboree Corp.
5.000%, 2/23/18		2,805		2,510
Hubbard Radio LLC
5.250%, 4/29/17		4,115		3,971
Intelsat Jackson Holding
SA (Intelsat Jackson Holding Ltd.)
3.246%, 2/1/14		2,335		2,185
Tranche B,
5.250%, 4/2/18		3,990		3,820
Landry’s Restaurants, Inc.
6.250%, 12/1/14		2,598		2,539
Las Vegas Sands LLC
Tranche B,
2.740%, 11/23/16		1,743		1,629
Tranche DD-I,
2.740%, 11/23/16		352		329
Leslie’s Poolmart, Inc.
Tranche B
4.500%, 11/21/16		3,350		3,182
Mediacom Illinois LLC
(Mediacom Communications LLC) Tranche D,
5.500%, 3/31/17		4,681		4,591
MGM Mirage Tranche E,
7.000%, 2/21/14		1,500		1,420
Neiman Marcus Group, Inc.
4.750%, 5/16/18		8,102		7,513
Nielsen Finance LLC
Tranche A,
2.226%, 8/9/13		1,843		1,791
Tranche B,
3.976%, 5/1/16		3,308		3,200
Ozburn-Hessey Holding Co., LLC
7.625%, 4/8/16		1,355		1,209

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Consumer Discretionary—continued
Penn National Gaming, Inc.
Tranche B,
3.750%, 7/14/18	$	2,993	$	2,966
Pilot Travel Centers LLC
Tranche B,
4.250%, 3/25/18		3,203		3,166
Radio One, Inc.
7.500%, 3/31/16		1,928		1,857
Revel AC, Inc. Tranche B,
9.000%, 2/17/17		2,470		2,056
Sinclair Television Group, Inc. Tranche B
4.000%, 10/28/16		1,028		1,017
Sports Authority, Inc. (The)
Tranche B,
7.500%, 11/16/17		2,283		2,159
SRAM LLC
4.750%, 6/7/18		2,510		2,422
Toys “R” Us, Inc.
6.000%, 9/1/16		6,376		6,137
UCI International, Inc.
5.500%, 7/26/17		720		716
Visant Corp. (Jostens)
Tranche B,
5.250%, 12/22/16		9,542		8,758
VWR Funding, Inc.
2.739%, 6/30/14		3,236		3,039

				145,850


Consumer Staples—0.5%
American Rock Salt Co. LLC
5.500%, 4/25/17		769		738
Del Monte Foods Co.
4.500%, 3/8/18		1,621		1,510
Diversey, Inc.
(JohnsonDiversey, Inc.)
Tranche B,
4.000%, 11/24/15		595		595
Michael Foods, Inc.
Tranche B
4.250%, 2/25/18		3,383		3,281
Revlon Consumer Products Corp. Tranche B,
4.750%, 11/19/17		5,407		5,250
Reynolds Group Holdings, Inc.
Tranche B,
6.500%, 2/9/18		7,065		6,872
Tranche C,
6.500%, 8/31/18		5,000		4,864

				23,110


Energy—0.1%
AL Gulf Coast Terminals LLC
6.750%, 7/22/16		968		973
Buffalo Gulf Coast
Terminals
0.000%, 9/2/17		3,333		3,350
CITGO Petroleum Corp.
Tranche C,
9.000%, 6/24/17		2,194		2,250

				6,573


Financials—0.9%
Asurion LLC (Asurion Corp.)
5.500%, 5/24/18		4,653		4,403
Delos Aircraft, Inc.
7.000%, 3/17/16		243		243
Fortress Invest Group
LLC (FIG)
5.750%, 10/7/15		3,192		3,154
International Lease Finance
Corp. (Delos Aircraft, Inc.)
Tranche 1,
6.750%, 3/17/15		332		332
iPayment, Inc.
5.750%, 5/8/17		1,442		1,413
iStar Financial, Inc.
Tranche A-1
5.000%, 6/28/13		4,591		4,447
Tranche A-2
7.000%, 6/30/14		3,724		3,527
MIP Delaware, LLC (MIPL
(LUX) S.A.R.L.)
5.500%, 7/12/18		3,446		3,368
MoneyGram International, Inc.
4.500%, 11/18/17		575		558
Nuveen Investments, Inc.
Non-Extended
3.311%, 11/13/14		1,245		1,142
Extended
5.810%, 5/13/17		1,455		1,352
Pinnacle Foods Finance LLC
2.722%, 4/2/14		2,397		2,282
Springleaf Financial Funding Co. (American General Finance Corp.)
5.500%, 5/10/17		9,025		7,852

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Financials—continued
Tomkins, LLC (Pinafore LLC)
Tranche B-1,
4.250%, 9/29/16	$	766	$	754
TransUnion LLC
4.750%, 2/10/18		2,875		2,813
Walter Investments, Inc.
7.750%, 6/30/16		3,479		3,399

				41,039


Health Care—1.0%
Ardent Medical Services, Inc.
6.500%, 9/15/15		4,000		3,880
Axcan Intermediate
Holdings, Inc.
5.500%, 2/10/17		3,102		2,767
Capsugel Holdings, Inc.
0.000%, 8/1/18		3,111		3,066
HCA, Inc. Tranche B-3
3.619%, 5/1/18		537		506
HCR Healthcare LLC
5.000%, 4/6/18		664		575
Health Management Associates,
Inc. Tranche B,
2.119%, 2/28/14		1,121		1,058
Houghton International, Inc.
Tranche B-1
6.750%, 1/29/16		3,368		3,343
Iasis Healthcare LLC
Tranche B,
5.000%, 5/3/18		4,987		4,687
InVentiv Health, Inc. (Ventive Health, Inc.)
6.500%, 8/4/16		3,134		2,996
MultiPlan, Inc. Tranche B,
4.750%, 8/26/17		2,885		2,742
NBTY, Inc. Tranche B-1
4.250%, 10/1/17		2,690		2,616
Onex Carestream Finance LP
5.000%, 2/25/17		2,065		1,739
Quintiles Transnational Corp.
Tranche B,
5.000%, 6/8/18		4,489		4,235
Rural/Metro Operating Co. LLC
5.750%, 3/28/18		3,159		3,057
Surgery Center Holdings, Inc.
6.500%, 2/4/17		4,125		3,898
Universal Health, Inc.
4.000%, 11/15/16		3,794		3,694
Vanguard Health Holding Co.,
LLC (Vanguard Health System, Inc.)
0.000%, 1/29/16		2,059		2,012

				46,871


Industrials—1.1%
Altegrity, Inc. (U.S. Investigations Services, Inc.)
2.981%, 2/21/15		1,163		1,059
API Technologies Corp.
7.750%, 6/1/16		4,487		4,262
Brock Holdings Ill, Inc.
6.000%, 3/16/17		1,587		1,501
Ceridian Corp.
3.239%, 11/9/14		6,542		5,716
Ducommun, Inc.
0.000%, 6/28/17		1,417		1,378
Goodman Global, Inc.
5.750%, 10/28/16		2,543		2,524
Harland Clarke Holdings Corp. (Clarke American Corp.)
Tranche B,
2.761%, 6/30/14		8,409		7,095
Holdings Gaming Borrower
LP Tranche B-1,
12.000%, 6/30/15		1,428		1,474
Husky Injection Molding System
6.500%, 6/30/18		5,885		5,738
Protection One, Inc.
6.000%, 6/4/16		2,660		2,626
ServiceMaster Co. (The)
Tranche DD,
2.740%, 7/24/14		780		731
2.757%, 7/24/14		7,829		7,337
Swift Transportation Co., Inc. (The)
6.000%, 12/21/16		1,637		1,592
Terex Corp.
5.500%, 4/28/17		6,400		6,298

				49,331


Information Technology—2.2%
Avaya, Inc.
Tranche B-1
3.064%, 10/24/14		5,508		4,985
Tranche B-3
4.814%, 10/26/17		3,092		2,636

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Information Technology—continued
CCC Information Services
0.000%, 12/17/15	$	423	$	415
CDW LLC
Non-Extended
4.250%, 10/10/14		1,704		1,585
Extended
3.729%, 7/15/17		6,105		5,452
CommScope, Inc.
5.000%, 1/14/18		1,711		1,684
DynCorp International LLC
6.500%, 7/7/16		4,037		3,964
Edwards (Cayman Islands II) Ltd.
5.500%, 5/31/16		3,474		3,222
Fidelity National Information Services, Inc. Tranche B, 5.250%, 7/18/16		1,208		1,208
First Data Corp.
Tranche B-2,
2.985%, 9/24/14		437		381
Tranche B-3,
2.985%, 9/24/14		6,126		5,339
Tranche B-1,
2.985%, 9/24/14		1,758		1,532
Freescale Semiconductor, Inc.
4.472%, 12/1/16		7,246		6,658
Infor Enterprise Solutions Holdings, Inc. (Magellan Holdings, Inc.)
Tranche DD,
5.990%, 7/28/15		2,349		2,165
5.990%, 7/28/15		4,502		4,150
Instant Web, Inc.
3.614%, 8/7/14		3,010		2,739
Tranche DD
3.614%, 8/7/14		314		286
Interactive Data Corp.
Tranche B
4.500%, 2/11/18		5,482		5,277
Lawson Software, Inc. (SoftBrands, Inc.)
6.750%, 7/5/17		5,740		5,451
MedAssets, Inc.
5.250%, 11/16/16		1,142		1,122
Mood Media Corp.
7.000%, 5/6/18		4,623		4,303
NDS Finance Ltd.
Tranche B
4.000%, 3/10/18		1,269		1,212
Novell, Inc. (Attachmate Corp.)
6.500%, 4/27/17		6,800		6,573
NuSil Technology LLC
5.250%, 5/31/17		1,201		1,159
Scitor Corp.
5.000%, 2/15/17		794		731
Spansion LLC
4.750%, 2/9/15		3,677		3,588
Springboard Finance LLC
7.000%, 2/23/15		3,570		3,563
SRA International, Inc.
6.500%, 7/20/18		4,500		4,170
SSI Investments II Ltd. (Skillsoft)
6.500%, 5/26/17		2,994		2,959
Transaction Network Services, Inc.
6.500%, 11/18/15		2,423		2,426
Wall Street Systems, Inc.
5.500%, 7/5/17		1,596		1,554

				92,489


Materials—1.0%
Anchor Glass Container Corp.
6.000%, 2/3/16		3,088		3,067
10.000%, 9/2/16		3,975		3,953
Avantor Performance Materials, Inc.
5.000%, 6/29/17		2,351		2,281
Berry Plastics Group, Inc.
Tranche C,
2.229%, 4/3/15		3,607		3,296
CPG International, Inc.
Tranche B,
6.000%, 2/18/17		2,406		2,301
General Chemical Corp.
Tranche B,
5.000%, 10/6/15		5,420		5,223
Harko C.V. (OM Group, Inc.)
Tranche B
5.750%, 8/2/17		3,810		3,791
Huntsman International LLC
Tranche B,
1.766%, 4/19/14		565		541
Extended Tranche B
2.800%, 4/19/17		1,541		1,457

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	PAR VALUE		VALUE
Materials—continued
Ineos Holdings Ltd.
Tranche B-2,
3.751%, 12/16/13	$	781	$	781
Tranche C-2,
4.001%, 12/16/14		894		898
JMC Steel Group
4.750%, 4/1/17		637		620
Momentive Performance Materials Tranche B-1B
3.750%, 5/5/15		3,938		3,662
Nalco Co. Tranche B-1,
4.500%, 10/5/17		1,211		1,207
New Sunward Holding BV
Tranche B,
4.847%, 2/14/14		2,754		2,292
Norit Holding B.V.
7.500%, 7/8/17		2,770		2,725
Novelis, Inc. Tranche B
3.750%, 3/10/17		2,407		2,350
Solutia, Inc. Tranche 1,
3.500%, 8/1/17		1,575		1,545
Styron S.A.R.L.
6.000%, 8/2/17		2,399		2,169

				44,159


Telecommunication Services—0.5%
Level 3 Communications, Inc.
Tranche A,
2.494%, 3/13/14		10,942		10,242
Tranche B
11.000%, 3/13/14		1,044		1,090
nTelos, Inc. Tranche B
4.000%, 9/14/15		5,218		5,089
U.S. TelePacific Corp.
5.750%, 2/23/17		3,167		3,037
Univision Communications, Inc.
4.489%, 3/31/17		5,359		4,523

				23,981


Utilities—0.3%
Equipower Resources Corp.
Tranche B
5.750%, 1/26/18		657		640
Gibson Energy, Inc.
5.750%, 6/15/18		3,990		3,922
NRG Energy, Inc.
4.000%, 7/1/18		4,489		4,398
Texas Competitive Electric Holdings Co., LLC
Tranche 2014,
3.749%, 10/10/14		5,942		4,220

				13,180



TOTAL LOAN AGREEMENTS (Identified Cost $505,283)				486,583


PREFERRED STOCKS—0.2%

Financials—0.2%
Ally Financial, Inc.
Series G,144A
7.00%⁽⁴⁾		702		470
Banco Bilbao Vizcaya
Argentaria S.A.
International Preferred
S.A. Unipersonal
5.92%⁽³⁾		5,835		3,961
Banco do Brasil S.A.
144A 8.50%⁽³⁾⁽⁴⁾		700		778
JPMorgan Chase & Co.
7.90%⁽³⁾		3,360		3,461



TOTAL PREFERRED STOCKS (Identified Cost $9,051)				8,670


COMMON STOCKS—0.0%

Financials—0.0%
CIT Group, Inc.⁽²⁾		26,344		800


Industrials—0.0%
Building Materials
Holding Corp.⁽⁶⁾		677,817		932

TOTAL COMMON STOCKS (Identified Cost $1,987)				1,732


TOTAL LONG-TERM INVESTMENTS—99.2% (Identified Cost $4,484,833)				4,480,678

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

FOOTNOTE LEGEND

($ reported in thousands)

(1)		Federal Income Tax Information: For tax information at September 30, 2011, see Note 9, Federal Income Tax Information in the Notes to Financial Statements.

(2)		Non-income producing.

(3)		Variable or step coupon security; interest rate shown reflects the rate in effect at September 30, 2011.

(4)		Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2011, these securities amounted to a value of $1,093,200 or 24.2% of net assets.

(5)		Regulation S security. Security is offered and sold outside of the United States; therefore, it is exempt from registration with the SEC under rules 903 and 904 of the Securities Act of 1933.

(6)		Illiquid security.

(7)		This note was issued for the sole purpose of funding a loan agreement between the issuer and the borrower. As the credit risk for this security lies solely with the borrower, the name represented here is that of the borrower.

(8)		No contractual maturity date.

(9)		Interest payments may be deferred.

(10)		Issuer may elect not to pay interest causing the payment to be forfeited and no longer due. The issuer has not invoked this election since the fund purchased this security.

(11)		Security valued at fair value as determined in good faith by or under the direction of the Trustees. This security is disclosed as a Level 3 security in the disclosure table located after the Schedule of Investments.

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2011 (see Security Valuation Note 2A in the Notes to Financial Statements):


	Total				Level 2–		Level 3–
	Value at		Level 1–		Significant		Significant
	September 30,		Quoted		Observable		Unobservable
	2011		Prices		Inputs		Inputs
Investment in Securities:
Debt Securities:
Asset-Backed Securities	$	532,275	$	—	$	530,604	$	1,671
Corporate Bonds and Notes		1,695,061		—		1,695,061		—	⁽¹⁾
Credit Linked Notes		3,682		—		3,682		—
Foreign Government Securities		443,828		—		443,828		—
Loan Agreements		486,583		—		486,583		—
Mortgage-Backed Securities		1,241,874		—		1,241,874		—
Municipal Bonds		11,310		—		11,310		—
U.S. Government Securities		55,663		—		55,663		—
Equity Securities:
Common Stocks		1,732		800		—		932
Preferred Stocks		8,670		—		8,670		—
Short-Term Investments		20,282		20,282		—		—

Total Investments	$	4,500,960	$	21,082	$	4,477,275	$	2,603

There were no significant transfers between Level 1 and Level 2 during the period.


(1)		Level 3 Corporate Bonds and Notes valued at zero at end of period.

The following is a reconciliation of assets of the Fund for Level 3 investments for which significant unobservable inputs were used to determine fair value:


				Asset-			Credit
				Backed			Linked			Loan			Common
	Total			Securities			Notes			Agreements			Stocks
Investment in Securities:
Balance as of September 30, 2010	$	15,353		$	1,166		$	9,236		$	4,456		$	495
Accrued discounts/(premiums)^(a)		190			4			154			32			—
Realized gain (loss)^(b)		595			—			418			177			—
Change in unrealized appreciation (depreciation)^(b)		912			503			(119	)		91			437
Purchases (Sales)^(c)		(9,760	)		(2	)		(6,008	)		(3,750	)		—
Transfers in and/or (out) of level 3^(d)		(4,687	)		—			(3,681	)		(1,006	)		—

Balance as of September 30, 2011	$	2,603		$	1,671		$	—		$	—		$	932


^(a)		Disclosed in the Statement of Operations under interest income.

^(b)		Disclosed in the Statement of Operations under Net realized and unrealized gain (loss) on investments.

^(c)		Includes paydowns, if any.

^(d)		“Transfers in and/or out” represent the ending value as of September 30, 2011, for any investment security where a change in the pricing level occurred from the beginning to the end of the period.

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2011

(Reported in thousands except shares and per share amounts)


Assets
Investment in securities at value⁽¹⁾	$	4,500,960
Foreign currency at value⁽²⁾		14
Cash		645
Receivables
Investment securities sold		3,553
Fund shares sold		22,673
Dividends and interest receivable		46,927
Prepaid expenses		306

Total assets		4,575,078

Liabilities
Payables
Fund shares repurchased		15,368
Investment securities purchased		34,963
Dividend distributions		2,331
Investment advisory fee		1,830
Distribution and service fees		1,208
Administration fee		511
Transfer agent fees and expenses		1,547
Trustees’ fee and expenses		20
Professional fee		49
Other accrued expenses		481

Total liabilities		58,308

Net Assets	$	4,516,770

Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	4,616,711
Accumulated undistributed net investment income (loss)		4,566
Accumulated undistributed net realized gain (loss)		(99,670	)
Net unrealized appreciation (depreciation) on investments		(4,837	)

Net Assets	$	4,516,770

Class A
Net asset value (net assets/shares outstanding) per share	$	4.67
Maximum offering price per share NAV/(1—2.25%)	$	4.78
Shares of beneficial interest outstanding, no par value, unlimited authorization		527,410,926
Net Assets	$	2,463,360
Class B
Net asset value (net assets/shares outstanding) and offering price per share	$	4.65
Shares of beneficial interest outstanding, no par value, unlimited authorization		1,194,350
Net Assets	$	5,550
Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	4.72
Shares of beneficial interest outstanding, no par value, unlimited authorization		130,578,194
Net Assets	$	616,170
Class T
Net asset value (net assets/shares outstanding) and offering price per share	$	4.71
Shares of beneficial interest outstanding, no par value, unlimited authorization		112,575,478
Net Assets	$	530,162
Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	4.68
Shares of beneficial interest outstanding, no par value, unlimited authorization		192,795,971
Net Assets	$	901,528

⁽¹⁾ Investment in securities at cost	$	4,505,115
⁽²⁾ Foreign currency at cost		15

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
STATEMENT OF CHANGES IN NET ASSETS

(Reported in thousands)


	Year Ended			Year Ended
	September 30, 2011			September 30, 2010
INCREASE/DECREASE IN NET ASSETS
From Operations
Net investment income (loss)	$	175,401		$	134,886
Net realized gain (loss)		20,972			24,250
Net change in unrealized appreciation (depreciation)		(159,475	)		126,948


Increase (decrease) in net assets resulting from operations		36,898			286,084


From Distributions to Shareholders
Net investment income, Class A		(103,854	)		(88,301	)
Net investment income, Class B		(333	)		(561	)
Net investment income, Class C		(24,202	)		(18,460	)
Net investment income, Class T		(18,103	)		(14,085	)
Net investment income, Class I		(33,009	)		(16,037	)


Decrease in net assets from distributions to shareholders		(179,501	)		(137,444	)


From Share Transactions
Sale of shares
Class A (269,573 and 205,603 shares, respectively)		1,303,664			956,348
Class B (203 and 227 shares, respectively)		976			1,045
Class C (67,718 and 65,468 shares, respectively)		331,242			307,830
Class T (45,400 and 42,955 shares, respectively)		221,546			201,526
Class I (155,201 and 109,379 shares, respectively)		753,960			508,675
Reinvestment of distributions
Class A (20,049 and 15,453 shares, respectively)		96,821			72,115
Class B (58 and 91 shares, respectively)		279			422
Class C (4,264 and 2,882 shares, respectively)		20,801			13,586
Class T (2,269 and 1,499 shares, respectively)		11,045			7,054
Class I (3,446 and 1,119 shares, respectively)		16,639			5,252
Shares repurchased
Class A (157,526 and 141,888 shares, respectively)		(760,866	)		(658,236	)
Class B (1,041 and 1,167 shares, respectively)		(5,011	)		(5,400	)
Class C (38,641 and 23,847 shares, respectively)		(188,410	)		(112,249	)
Class T (16,569 and 11,024 shares, respectively)		(80,701	)		(51,787	)
Class I (63,291 and 17,582 shares, respectively)		(303,317	)		(82,189	)

Increase (decrease) in net assets from share transactions		1,418,668			1,163,992

Net increase (decrease) in net assets		1,276,065			1,312,632

Net Assets
Beginning of year		3,240,705			1,928,073

End of year	$	4,516,770		$	3,240,705


Accumulated undistributed net investment income (loss) at end of year	$	4,566		$	2,638

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD


																											Ratio of			Ratio of
	Net Asset		Net		Net						Dividends						Change in								Net		Expenses to			Net Investment
	Value,		Investment		Realized and			Total from			from						Net			Net Asset					Assets,		Average			Income			Portfolio
	Beginning		Income		Unrealized			Investment			Net Investment			Total			Asset			Value,		Total			End of		Net			to Average			Turnover
	of Period		(Loss)⁽²⁾		Gain (Loss)			Operations			Income			Distributions			Value			End of Period		Return⁽¹⁾			Period (000’s)		Assets⁽⁶⁾⁽⁷⁾			Net Assets			Rate
Class A
10/1/10 to 9/30/11	$	4.80		0.22		(0.12	)		0.10			(0.23	)		(0.23	)		(0.13	)	$	4.67		2.02	%	$	2,463,360		1.05	%		4.59	%		35	%
10/1/09 to 9/30/10		4.54		0.25		0.26			0.51			(0.25	)		(0.25	)		0.26			4.80		11.65			1,897,491		1.07			5.31			49
10/1/08 to 9/30/09		4.21		0.24		0.35			0.59			(0.26	)		(0.26	)		0.33			4.54		14.91			1,433,927		1.12			5.93			88
10/1/07 to 9/30/08		4.70		0.25		(0.48	)		(0.23	)		(0.26	)		(0.26	)		(0.49	)		4.21		(5.07	)		1,377,371		1.08			5.54			83
11/1/06 to 9/30/07		4.74		0.21		(0.03	)		0.18			(0.22	)		(0.22	)		(0.04	)		4.70		3.84	⁽⁴⁾		1,435,415		1.11	⁽³⁾		4.93	⁽³⁾		57	⁽⁴⁾
11/1/05 to 10/31/06		4.70		0.22		0.03			0.25			(0.21	)		(0.21	)		0.04			4.74		5.37			1,062,479		1.04			4.75			93
Class B
10/1/10 to 9/30/11	$	4.78		0.20		(0.12	)		0.08			(0.21	)		(0.21	)		(0.13	)	$	4.65		1.53	%	$	5,550		1.55	%		4.10	%		35	%
10/1/09 to 9/30/10		4.52		0.23		0.26			0.49			(0.23	)		(0.23	)		0.26			4.78		11.16			9,435		1.56			4.86			49
10/1/08 to 9/30/09		4.19		0.22		0.35			0.57			(0.24	)		(0.24	)		0.33			4.52		14.41			12,753		1.62			5.47			88
10/1/07 to 9/30/08		4.68		0.23		(0.48	)		(0.25	)		(0.24	)		(0.24	)		(0.49	)		4.19		(5.57	)		15,919		1.57			5.03			83
11/1/06 to 9/30/07		4.72		0.19		(0.03	)		0.16			(0.20	)		(0.20	)		(0.04	)		4.68		3.38	⁽⁴⁾		21,487		1.61	⁽³⁾		4.40	⁽³⁾		57	⁽⁴⁾
11/1/05 to 10/31/06		4.68		0.20		0.02			0.22			(0.18	)		(0.18	)		0.04			4.72		4.64			27,845		1.54			4.24			93
Class C
10/1/10 to 9/30/11	$	4.85		0.21		(0.12	)		0.09			(0.22	)		(0.22	)		(0.13	)	$	4.72		1.75	%	$	616,170		1.30	%		4.33	%		35	%
10/1/09 to 9/30/10		4.58		0.24		0.27			0.51			(0.24	)		(0.24	)		0.27			4.85		11.49			471,332		1.32			5.04			49
10/1/08 to 9/30/09		4.24		0.23		0.36			0.59			(0.25	)		(0.25	)		0.34			4.58		14.75			241,339		1.36			5.63			88
10/1/07 to 9/30/08		4.73		0.24		(0.48	)		(0.24	)		(0.25	)		(0.25	)		(0.49	)		4.24		(5.28	)		161,770		1.33			5.28			83
11/1/06 to 9/30/07		4.77		0.20		(0.03	)		0.17			(0.21	)		(0.21	)		(0.04	)		4.73		3.57	⁽⁴⁾		179,222		1.36	⁽³⁾		4.66	⁽³⁾		57	⁽⁴⁾
11/1/05 to 10/31/06		4.73		0.21		0.02			0.23			(0.19	)		(0.19	)		0.04			4.77		5.07			205,385		1.28			4.48			93

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD


																											Ratio of			Ratio of
	Net Asset		Net		Net						Dividends						Change in								Net		Expenses to			Net Investment
	Value,		Investment		Realized and			Total from			from						Net			Net Asset					Assets,		Average			Income			Portfolio
	Beginning		Income		Unrealized			Investment			Net Investment			Total			Asset			Value,		Total			End of		Net			to Average			Turnover
	of Period		(Loss)⁽²⁾		Gain (Loss)			Operations			Income			Distributions			Value			End of Period		Return⁽¹⁾			Period (000’s)		Assets⁽⁶⁾⁽⁷⁾			Net Assets			Rate
Class T
10/1/10 to 9/30/11	$	4.84		0.19		(0.13	)		0.06			(0.19	)		(0.19	)		(0.13	)	$	4.71		1.24	%	$	530,162		1.80	%		3.84	%		35	%
10/1/09 to 9/30/10		4.57		0.21		0.28			0.49			(0.22	)		(0.22	)		0.27			4.84		10.96			394,183		1.82			4.54			49
10/1/08 to 9/30/09		4.23		0.21		0.36			0.57			(0.23	)		(0.23	)		0.34			4.57		14.21			219,501		1.86			5.11			88
10/1/07 to 9/30/08		4.72		0.22		(0.48	)		(0.26	)		(0.23	)		(0.23	)		(0.49	)		4.23		(5.78	)		141,131		1.83			4.79			83
11/1/06 to 9/30/07		4.76		0.18		(0.03	)		0.15			(0.19	)		(0.19	)		(0.04	)		4.72		3.11	⁽⁴⁾		155,450		1.86	⁽³⁾		4.17	⁽³⁾		57	⁽⁴⁾
11/1/05 to 10/31/06		4.73		0.19		0.01			0.20			(0.17	)		(0.17	)		0.03			4.76		4.34			153,395		1.79			3.98			93
Class I
10/1/10 to 9/30/11	$	4.81		0.23		(0.12	)		0.11			(0.24	)		(0.24	)		(0.13	)	$	4.68		2.28	%	$	901,528		0.80	%		4.83	%		35	%
10/1/09 to 9/30/10		4.54		0.26		0.28			0.54			(0.27	)		(0.27	)		0.27			4.81		12.16			468,264		0.83			5.51			49
10/1/08 to 9/30/09		4.21		0.28		0.32			0.60			(0.27	)		(0.27	)		0.33			4.54		15.20			20,553		1.03			6.47			88
6/6/08 ⁽⁵⁾to 9/30/08		4.53		0.08		(0.31	)		(0.23	)		(0.09	)		(0.09	)		(0.32	)		4.21		(5.11	)⁽⁴⁾		95		0.89	⁽³⁾		5.85	⁽³⁾		83	⁽⁴⁾


⁽¹⁾		Sales charges, where applicable, are not reflected in the total return calculation.

⁽²⁾		Computed using average shares outstanding.

⁽³⁾		Annualized.

⁽⁴⁾		Not annualized.

⁽⁵⁾		Inception date.

⁽⁶⁾		The Fund may invest in other funds and the annualized expense ratios do not reflect fees and expenses associated with the underlying funds.

⁽⁷⁾		For more information regarding expenses, see Note 3C in the Notes to Financial Statements.

See Notes to Financial Statements

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

1.		Organization

		Virtus Opportunities Trust (the “Trust”) is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as an open-end management investment company.

		As of the date of this report, 22 funds are offered for sale, of which the Virtus Multi-Sector Short Term Bond Fund (the “Fund”) is reported in this annual report. The Fund’s investment objective is outlined in the Fund Summary Page.

		The Fund offers Class A shares, Class C shares, Class T shares and Class I shares. Class B shares are no longer available for purchase by new or existing shareholders, except by existing shareholders through Qualifying Transactions (for information regarding Qualifying Transactions refer to the Trust’s prospectus).

		Class A shares are sold with a front-end sales charge of up to 2.25%. Generally, Class A shares are not subject to any charges by the Fund when redeemed; however, a 0.50% contingent deferred sales charge (“CDSC”) may be imposed on certain redemptions made within 18 months following purchases on which a finder’s fee has been paid. The CDSC period begins on the last day of the month preceding the month in which the purchase was made.

		Class B shares were sold with a CDSC which declines from 2% to zero depending on the period of time the shares are held. Class C shares are sold without a sales charge. Class T shares of the Fund are sold with a 1% contingent deferred sales charge, if applicable, if redeemed within one year of purchase. Class I shares are sold without a front-end sales charge or CDSC.

		Effective January 1, 2011, Virtus Mutual Funds may impose an annual fee on accounts having balances of less than $2,500. The small account fee may be waived in certain circumstances, as disclosed in the prospectuses and/or statements of additional information. The fees collected will be used to offset certain expenses of the Funds.

		Each class of shares has identical voting, dividend, liquidation and other rights and the same terms and conditions, except that each class bears different distribution and/or service fees under a Board-approved 12b-1 and/or shareholder service plan and has exclusive voting rights with respect to this plan. Class I shares are not subject to a 12b-1 plan. Income and other expenses and realized and unrealized gains and losses of the Fund are borne pro rata by the holders of each class of shares.

2.		Significant Accounting Policies

		The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and those differences could be significant.

	A.		Security valuation:

			Security Valuation procedures for the Fund have been approved by the Board. All internally fair valued securities referred to below, are approved by a valuation committee appointed under the direction of the Board.

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

The Fund utilizes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

•		Level 1 — quoted prices in active markets for identical securities

•		Level 2 — prices determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•		Level 3 — prices determined using significant unobservable inputs (including the valuation committee’s own assumptions in determining the fair value of investments)

A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis is as follows:

Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded, or if no closing price is available, at the last bid price and are categorized as Level 1 in the hierarchy. Restricted equity securities and private placements that are not widely traded, are illiquid or are internally fair valued by the valuation committee, are generally categorized as Level 3 in the hierarchy.

Certain foreign securities may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that the Fund calculates its net asset value (generally, the close of the New York Stock Exchange (“NYSE”)) that may impact the value of securities traded in these foreign markets. In such cases the Fund fair values foreign securities using an independent pricing service which considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as ADRs, financial futures, ETFs, and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.

Debt securities, including restricted securities, are valued based on evaluated quotations received from independent pricing services or from dealers who make markets in such securities. For most bond types, the pricing service utilizes matrix pricing which considers one or more of the following factors: yield or price of bonds of comparable quality, coupon, maturity, current cash flows, type, and current day trade information, as well as dealer supplied prices. These valuations are generally categorized as Level 2 in the hierarchy. Structured Debt Instruments such as mortgage-backed and asset-backed securities may also incorporate collateral analysis and utilize cash flow models for valuation and are generally categorized as Level 2 in the hierarchy. Pricing services do not provide pricing for all securities and therefore indicative bids from dealers are utilized which are based on pricing models used by market makers in the security and are generally categorized as Level 2 in the hierarchy. Debt securities that are not widely traded, are illiquid, or are internally fair valued by the valuation committee are generally categorized as Level 3 in the hierarchy.

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

			instruments, do not require material subjectivity as pricing inputs are observed from actively quoted markets and are categorized as Level 2 in the hierarchy.

			Investments in open-end mutual funds are valued at their closing net asset value determined as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern time) each business day and are categorized as Level 1 in the hierarchy.

			Short-term Notes having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market and are generally categorized as Level 2 in the hierarchy.

			A summary of the inputs used to value the Fund’s major categories of assets and liabilities, which primarily include investments of the Fund, by each major security type is disclosed at the end of the Schedule of Investments for the Fund. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

B.		Security transactions and related income:

		Security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date, or in the case of certain foreign securities, as soon as the Fund is notified. Interest income is recorded on the accrual basis. The Fund amortizes premiums and accretes discounts using the effective interest method. Realized gains and losses are determined on the identified cost basis.

C.		Income taxes:

		The Fund is treated as a separate taxable entity. It is the intent of the Fund to comply with the requirements of Subchapter M of the Internal Revenue Code and to distribute substantially all of its taxable income to its shareholders. Therefore, no provision for federal income taxes or excise taxes has been made.

		The Fund may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable based upon current interpretations of the tax rules and regulations that exist in the markets in which it invests.

		Management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. As of September 30, 2011, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2008 forward (with limited exceptions).

D.		Distributions to shareholders:

		Distributions are recorded by the Fund on the ex-dividend date. Income distributions are recorded daily. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences may include the treatment of non-taxable dividends, market premium and discount, non-deductible expenses, expiring capital loss carryovers, foreign currency gain or loss, gain or loss on futures contracts, partnerships, operating losses and losses deferred due to wash sales. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to capital paid in on shares of beneficial interest.

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

E.		Expenses:

		Expenses incurred by the Trust with respect to more than one Fund are allocated in proportion to the net assets of each Fund, except where allocation of direct expense to each Fund or an alternative allocation method can be more appropriately used.

F.		Foreign currency translation:

		Foreign securities and other foreign assets and liabilities are valued using the foreign currency exchange rate effective at the end of the reporting period. Cost of investments is translated at the currency exchange rate effective at the trade date. The gain or loss resulting from a change in currency exchange rates between the trade and settlement date of a portfolio transaction is treated as a gain or loss on foreign currency. Likewise, the gain or loss resulting from a change in currency exchange rates between the date income is accrued and the date it is paid is treated as a gain or loss on foreign currency. The Trust does not isolate that portion of the results of operations arising from changes in exchange rates or from fluctuations which arise due to changes in the market prices of securities.

G.		When-issued and delayed delivery transactions:

		The Fund may engage in when-issued or delayed delivery transactions. Securities purchased on a when-issued or forward commitment basis are also known as delayed delivery transactions. Delayed delivery transactions involve a commitment by a Fund to purchase or sell a security at a future date, ordinarily up to 90 days later. When-issued or forward commitments enable a Fund to lock in what is believed to be an attractive price or yield on a particular security for a period of time, regardless of future changes in interest rates. The Fund records when-issued and delayed delivery securities on the trade date. The Fund maintains collateral for the securities purchased. Securities purchased on a when-issued or delayed delivery basis begin earning interest on the settlement date.

H.		Loan agreements:

		The Fund may invest in direct debt instruments which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates. The Fund’s investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. A loan is often administered by a bank or other financial institution (the lender) that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. When investing in a loan participation, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan agreement and only upon receipt by the lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan. Direct indebtedness of emerging countries involves a risk that the government entities responsible for the repayment of the debt may be unable, or unwilling, to pay the principal and interest when due. Currently, the Fund only holds assignment loans.

I.		Credit linked notes:

		The Fund may invest in credit linked notes which are usually issued by a special purpose vehicle that is selling credit protection through a credit default swap. The performance of the notes is linked to the performance of the underlying reference

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

obligation. The special purpose vehicle invests the proceeds from the notes to cover its contingent obligation. Credit linked notes may also have risks with default by the referenced obligation, currency and/or interest rates.

3. Investment Advisory Fee and Related Party Transactions ($ reported in thousands except as noted)

	A.		Adviser:

			Virtus Investment Advisers, Inc. (“VIA,” the “Adviser”), an indirect, wholly-owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”) is the Adviser to the Fund.

			For managing, or directing the management of, the investments of the Fund, the Adviser is entitled to a fee based upon the following annual rates as a percentage of the average daily net assets of the Fund: 0.55% of the first $1 billion; 0.50% of $1 billion to $2 billion; 0.45% of $2+ billion.

			The Adviser manages the Fund’s investment program and general operations of the Fund, including oversight of the Fund’s subadviser.

	B.		Subadviser:

			A subadviser manages the investments of the Fund for which it is paid a fee by the Adviser. Effective June 2, 2011, Newfleet Asset Management LLC, an indirect, wholly-owned subsidiary of Virtus, became the subadviser to the fund. For the period of October 1, 2010, through June 1, 2011, Goodwin Capital Advisers, Inc. was the Fund’s subadviser. No changes to the Fund’s principal investment strategies were made. Also, the fees and expenses paid by the Fund remain unchanged.

	C.		Expense Limitations:

			The Adviser agreed to voluntarily limit the Fund’s total operating expenses (excluding interest, taxes and extraordinary expenses) to 1.10% for Class A shares, 1.60% for Class B shares, 1.35% for Class C shares, 1.85% for Class T shares and 0.85% for Class I shares. This voluntary expense limitation may be modified or discontinued at any time. The Fund is currently below its expense cap.

	D.		Distributor:

			VP Distributors, LLC (“VP Distributors”), an indirect wholly-owned subsidiary of Virtus, as the distributor of each Fund’s shares, has advised the Funds for the fiscal year (the “period”) ended September 30, 2011, it retained Class A net commissions of $117 and deferred sales charges of $52; Class B deferred sales charges of $5; Class C deferred sales charges of $3; and Class T deferred sales charges of $131. In addition, the Fund pays VP Distributors distribution and/or service fees under Board-approved 12b-1 and shareholder service plans, at the annual rate of 0.25% for Class A shares, 0.75% for Class B shares, 0.50% for Class C shares, and 1.00% for Class T shares applied to the average daily net assets of each respective class. Class I shares are not subject to a 12b-1 plan.

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

		Under certain circumstances, shares of certain Virtus Mutual Funds may be exchanged for shares of the same class of certain other Virtus Mutual Funds on the basis of the relative net asset values per share at the time of the exchange. On exchanges with share classes that carry CDSC, the CDSC schedule of the original shares purchased continues to apply.

E.		Administration and Transfer Agent Services:

		VP Distributors serves as the Administrator to the Fund. For the period ended September 30, 2011, VP Distributors received administration fees totaling $3,887 which are included in the Statement of Operations. A portion of these fees is paid to outside entities that also provide services to the Fund.

		VP Distributors also serves as the Fund’s transfer agent. For the period ended September 30, 2011, VP Distributors received transfer agent fees totaling $4,595 which are included in the Statement of Operations. A portion of these fees is paid to outside entities that also provide services to the Fund.

F.		Affiliated Shareholders:

		At September 30, 2011, Virtus, its affiliates, Bank of Montreal (a minority investor in Virtus) and its affiliates, and the retirement plans of Virtus and its affiliates, held shares of the Fund which may be redeemed at anytime that aggregate the following.


	Aggregate		Net Asset
	Shares		Value
Class I Shares	$	502,273	$	2,365

4.		Purchases and Sales of Securities ($ reported in thousands)

		Purchases and sales of investment securities for the Fund (excluding U.S. Government securities and agency securities, forward currency contracts, and short-term securities) during the period ended September 30, 2011, were as follows:


Purchases	Sales
$2,527,346	$	1,231,317

Purchases and sales of long-term U.S. Government and agency securities for the Fund during the period ended September 30, 2011, were as follows:


Purchases	Sales
$211,335	$	107,431

5.		10% Shareholders

		As of September 30, 2011, the Fund had individual shareholder accounts and/or omnibus shareholder accounts (comprised of a group of individual shareholders), which in each case individually amounted to more than 10% of the total shares outstanding of the Fund as detailed below. The shareholders are not affiliated with Virtus.


% of Shares	Number of
Outstanding	Accounts
36%		2

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

6.		Credit Risk and Asset Concentrations

		In countries with limited or developing markets, investments may present greater risks than in more developed markets and the prices of such investments may be volatile. The consequences of political, social or economic changes in these markets may have disruptive effects on the market prices of these investments and the income they generate, as well as a Fund’s ability to repatriate such amounts.

		High yield/high risk securities typically entail greater price volatility and/or principal and interest rate risk. There is a greater chance that an issuer will not be able to make principal and interest payments on time. Analysis of the creditworthiness of issuers of high yield securities may be complex, and as a result, it may be more difficult for the adviser and/or subadviser to accurately predict risk.

		The Fund may invest a high percentage of its assets in specific sectors of the market in its pursuit of a greater investment return. Fluctuations in these sectors of concentration may have a greater impact on the Fund, positive or negative, than if the Fund did not concentrate its investments in such sectors.

7.		Illiquid and Restricted Securities ($ reported in thousands)

		Investments generally are considered illiquid if they cannot be disposed of in seven days in the ordinary course of business at the approximate amount at which such securities have been valued by the Fund. Additionally, the following information is also considered in determining illiquidity: the frequency of trades and quotes for the investment, whether the investment is listed for trading on a recognized domestic exchange and/or whether two or more brokers are willing to purchase or sell the security at a comparable price, the extent of market making activity in the investment and the nature of the market for investment. Illiquid securities are footnoted as such at the end of the Fund’s Schedule of Investments where applicable.

		Restricted securities are not registered under the Securities Act of 1933. Generally, 144A securities are excluded from this category, except where defined as illiquid.

		The Fund will bear any costs, including those involved in registration under the Securities Act of 1933, in connection with the disposition of such securities.

		At September 30, 2011, the Fund did not hold any illiquid and restricted securities.

8.		Indemnifications

		Under the Fund’s organizational documents, its Trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these arrangements.

9.		Federal Income Tax Information ($ reported in thousands)

		At September 30, 2011, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Fund were as follows:


							Net Unrealized
Federal		Unrealized		Unrealized			Appreciation
Tax Cost		Appreciation		(Depreciation)			(Depreciation)
$	4,506,240	$	124,159	$	(129,439	)	$	(5,280	)

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

The Fund has capital loss carryovers which may be used to offset future capital gains, as follows:


Expiration Year
2017		2018		Total
$	23,204	$	75,397	$	98,601

		Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for tax years beginning after December 22, 2010 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

		The Fund may not realize the benefit of these losses to the extent the Fund does not realize gains on investments prior to the expiration of the capital loss carryovers.

		The Fund utilized $15,051 in losses deferred in prior years against current year capital gains.

		Under current tax law, foreign currency and capital losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. For the fiscal year ended September 30, 2011, the Fund deferred capital losses of $0 and recognized post-October capital losses of $41.

		The components of distributable earnings on a tax basis (excluding unrealized appreciation (depreciation) which is disclosed above) consist of undistributed ordinary income of $4,623 and undistributed long-term capital gains of $0.

		The differences between the book and tax basis components of distributable earnings relate principally to the timing of recognition of income and gains for federal income tax purposes. Short-term gain distributions reported in the Statements of Changes in Net Assets, if any, are reported as ordinary income for federal tax purposes.

10.		Reclassification of Capital Accounts ($ reported in thousands)

		For financial reporting purposes, book basis capital accounts are adjusted to reflect the tax character of permanent book/tax differences. Permanent reclassifications can arise from differing treatment of certain income and gain transactions, nondeductible current year net operating losses, expiring capital loss carryovers and investments in passive foreign investment companies. The reclassifications have no impact on the net assets or net asset value of the Fund. As of September 30, 2011, the Fund recorded reclassifications to increase (decrease) the accounts as listed below:


Capital Paid in
on Shares of		Undistributed		Accumulated
Beneficial		Net Investment		Net Realized
Interest		Income (Loss)		Gain (Loss)
$	—	$	6,028	$	(6,028	)

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

11.		Recent Accounting Pronouncement

		In May 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU No. 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU No. 2011-04 will require reporting entities to disclose quantitative information about the unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy. In addition, ASU No. 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. At this time, management is evaluating the implications of ASU No. 2011-04 and its impact on the financial statements has not been determined.

		In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 will require reporting entities to make new disclosures about purchases, sales issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2010. ASU No. 2010-06 will be implemented effective with the start of the next reporting period.

12.		Subsequent Event Evaluations

		Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were available for issuance, and has determined that the following subsequent event requires recognition or disclosure in the financial statements.

		Effective November 7, 2011, securities lending was suspended on all Virtus Funds.

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Board of Trustees of
Virtus Opportunities Trust and Shareholders of
Virtus Multi-Sector Short Term Bond Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Virtus Multi-Sector Short Term Bond Fund, (the “Fund”), a series of Virtus Opportunities Trust, at September 30, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

Philadelphia, Pennsylvania
November 22, 2011

CONSIDERATION OF SUBADVISORY AGREEMENT FOR
VIRTUS MULTI-SECTOR FIXED INCOME FUND
VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
VIRTUS SENIOR FLOATING RATE FUND
BY THE BOARD OF TRUSTEES

The Board of Trustees (the “Board”) of Virtus Opportunities Trust (the “Trust”), including a majority of the Trustees who are not interested persons as defined in Section 2(a)(19) of the Investment Company Act of 1940, last renewed the investment advisory agreement between Virtus Investment Advisers, Inc. (the “Adviser” or “VIA”) and the Trust, with respect to Virtus Multi-Sector Fixed Income Fund, Virtus Multi-Sector Short Term Bond Fund, Virtus Senior Floating Rate Fund (the “Funds”) and certain other funds of the Trust (the “Advisory Agreement”), and the investment subadvisory agreement between VIA and Goodwin Capital Advisers, Inc., with respect to the Funds and certain other funds of the Trust, at an in-person meeting held on November 16-18, 2010. The subadvisory agreement with the Funds’ previous investment subadviser was terminated effective June 2, 2011. At an in-person Board meeting held on June 2, 2011, Fund Management recommended that Newfleet Asset Management, LLC (“Newfleet” or the “Subadviser”) be appointed as subadviser to the Funds and that the Adviser enter into a new subadvisory agreement with Newfleet (the “Subadvisory Agreement”).The Board considered and approved the Subadvisory Agreement for the Funds with Newfleet, as further discussed below.

In evaluating the proposal to appoint Newfleet, the Board requested and evaluated information provided by the Adviser and Newfleet which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether the subadviser change would be in the best interests of the Funds and their shareholders. The Board also took into account discussions with management and information provided to the Board in its meetings throughout the year with respect to the services provided by the previous sub-adviser to the Funds with respect to the portfolio management team, as well as the services provided by the proposed Subadviser to the Funds with respect to other funds in the Trust. The Board noted the affiliation of the Subadviser with VIA and any potential conflicts of interest.

The Independent Trustees were separately advised by independent legal counsel throughout the process. The Board considered all the criteria separately with respect to the Funds and their shareholders. In their deliberations, the Trustees considered various factors, including those discussed below, none of which were controlling, and each Trustee may have attributed different weights to the various factors. The Board also discussed the proposed approval of the Subadvisory Agreement in private sessions with their independent legal counsel at which no representatives of management were present.

Basis for the Board’s Recommendation

In making its determination with respect to the Subadvisory Agreement, the Trustees considered various factors, including:

•

Nature, extent, and quality of the services to be provided by the Subadviser. The Trustees received in advance of the meeting information in the form of an extensive questionnaire completed by the Subadviser concerning a number of topics, including its investment philosophy, resources, operations and compliance structure. The Trustees noted that the portfolio management team would not change, and that the Subadviser would provide portfolio management, compliance with the Funds’ investment policies and procedures, compliance with applicable securities laws and assurances thereof. The Trustees reviewed biographical information for the portfolio managers who would continue to provide services under the Subadvisory Agreement and noted the breadth and depth of experience presented. In considering the approval of the Subadvisory Agreement, the Trustees considered the Subadviser’s investment management process, including (a) the experience, capability and integrity of the Subadviser’s management and other personnel committed by the Subadviser to the Funds; (b) the financial position of the Subadviser; (c) the quality and commitment of

CONSIDERATION OF SUBADVISORY AGREEMENT FOR
VIRTUS MULTI-SECTOR FIXED INCOME FUND
VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
VIRTUS SENIOR FLOATING RATE FUND
BY THE BOARD OF TRUSTEES (Continued)

			the Subadviser’s regulatory and legal compliance policies, procedures and systems; and (d) the Subadviser’s brokerage and trading practices. The Board also took into account its familiarity with the Subadviser in providing services to other funds of the Trust. The Board concluded that the nature, extent and quality of the services to be provided by the Subadviser to the Funds were reasonable;

	•		Investment Performance. The Board considered the performance of each Fund relative to its benchmark and comparable funds. The Board took into account that the same portfolio management team that currently managed the Funds would continue to do so under the Subadvisory Agreement. The Board concluded that the performance of each Fund was satisfactory;

	•		Subadvisory Fee. The Board took into account that the rate of the investment subadvisory fee that would be paid by VIA (and not the Funds) under the Subadvisory Agreement would remain substantially unchanged from the fees paid under the previous subadvisory agreement. In addition, the fees paid by the Funds to VIA under the Advisory Agreement would not change. The Board also noted that the Funds’ subadvisory fees are paid by VIA and not by the Funds, so that Fund shareholders are not directly impacted by those fees. The Board also took into account the sub-advisory fees paid by the Adviser to fees charged by the Sub-Adviser to manage other comparable sub-advised portfolios. The Board concluded that the proposed subadvisory fee was fair and reasonable in light of services to be provided by Newfleet and all factors considered;

	•		Profitability and economies of scale. In considering the profitability to the Subadviser of its relationship with the Funds, along with the fact that the fees under the Subadvisory Agreement are paid by VIA out of the advisory fees that it receives under the Advisory Agreement and not by the Funds, the Board noted that the subadvisory fees would be paid at substantially the same level as under the previous subadvisory agreement. The Board also noted that the advisory fee to be paid by each Fund to VIA would not change. In addition, the Board noted that VIA had implemented expense limitations with respect to the total net operating expenses of certain of the Funds. For these reasons, the profitability to the Subadviser of its relationship with the Funds was not a material factor in the Board’s deliberations at this time. For similar reasons, the Board did not consider the potential economies of scale in the Subadviser’s management of the Funds to be a material factor in its consideration at this time.

	•		Other Benefits. The Board considered other benefits that may be realized by the Subadviser and its affiliates from their relationship with the Funds. The Board noted management’s discussion of the fact that, while the Subadviser is an affiliate of VIA, there are no other tangible benefits to the Subadviser or VIA in providing investment advisory services to the Funds, other than the fee to be earned under the Subadvisory Agreement. There may be certain intangible benefits gained to the extent that serving the Funds could provide the opportunity to provide advisory services to additional portfolios of the Trust or could enhance the Subadviser’s reputation in the marketplace, and, therefore, would enable the Subadviser to attract additional client relationships.

Based on all of the foregoing considerations, the Board, including the Independent Trustees, determined that approval of the Subadvisory Agreement was in the best interests of the Funds and their shareholders. Accordingly, the Board, and the Independent Trustees voting separately, approved the Subadvisory Agreement with respect to the Funds.

FUND MANAGEMENT TABLES (Unaudited)

Independent Trustees


Name,Year of Birth,		Principal Occupation(s)
and		During Past 5 Years and
Number of Funds Overseen		Other Directorships Held by Trustee
Leroy Keith, Jr. YOB: 1939 45 Funds		Chairman, Bloc Global Services Group, LLC (construction and redevelopment company) (2010 to present). Managing Director, Almanac Capital Management (commodities business) (2007 to 2008). Partner, Stonington Partners, Inc. (private equity fund) (2001 to 2007). Director/Trustee, Wells Fargo Advantage Funds (f/k/a Evergreen Funds) (152 portfolios) (1989 to present). Director, Diversapak (soft packaging company) (2002 to present). Director, Obaji Medical Products (skin care company) (2003 to 2007).

Philip R. McLoughlin Chairman YOB: 1946 58 Funds		Managing Director, SeaCap Asset Management Fund I, L.P. (2009 to present) and SeaCap Partners, LLC (investment management) (2009 to 2010). Partner, Cross Pond Partners, LLC (strategy consulting firm) (2006 to present). Chairman (2010 to present) and Director (1991 to present), World Trust Fund. Chairman and Trustee, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (2003 to present). Director, DTF Tax-Free Income Fund, Inc. and Duff & Phelps Utility and Corporate Bond Trust, Inc. (1996 to present); DNP Select Income Fund Inc. (2009 to present); and Duff & Phelps Global Utility Income Fund Inc. (2011 to present). Director, Argo Group International Holdings, Inc. and its predecessor, PXRE Corporation (insurance) (1986 to 2009).

Geraldine M. McNamara YOB: 1951 49 Funds		Retired. Managing Director, U.S. Trust Company of New York (private bank) (1982 to 2006). Director, DTF Tax-Free Income Fund, Inc. and Duff & Phelps Utility and Corporate Bond Trust, Inc. (2003 to present); DNP Select Income Fund Inc. (2009 to present); and Duff & Phelps Global Utility Income Fund Inc. (2011 to present).

James M. Oates YOB: 1946 45 Funds		Managing Director, Wydown Group (consulting firm) (1994 to present). Chairman and Trustee, John Hancock Trust (115 portfolios) and John Hancock Funds II (87 portfolios) (2005 to present). Director, Stifel Financial (1996 to present). Chairman, Connecticut River Bank (1999 to present). Director, Connecticut River Bancorp (1998 to present). Chairman, Emerson Investment Management, Inc. (2000 to present). Director, Trust Company of New Hampshire (2002 to present). Director, Beaumont Financial Partners, LLC (2000 to present). President of the Board (1999 to present) and Director (1985 to present), Middlesex School. Founder, Chairman (1997 to 2006) and Non-Executive Chairman (2007 to present), Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) (financial services). Director, Investors Bank and Trust Co. and Investors Financial Services Corporation (1995 to 2007). Trustee, John Hancock Funds III (2005 to 2006).

Richard E. Segerson YOB: 1946 45 Funds		Managing Director, Northway Management Company (1998 to present).

Ferdinand L.J. Verdonck YOB: 1942 Elected: 45 Funds		Trustee, The J.P. Morgan Fleming Continental European Investment Trust (1998 to present). Director, Galapagos N.V. (biotechnology) (2005 to present). Mr. Verdonck is also a director of several non-U.S. companies.

FUND MANAGEMENT TABLES (Unaudited) (Continued)

Interested Trustee

The individual listed below is an “interested person” of the Trust, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.


Name,Year of Birth,		Principal Occupation(s)
and		During Past 5 Years and
Number of Funds Overseen		Other Directorships Held by Trustee
George R. Aylward⁽¹⁾ President YOB: 1964 47 Funds		Director, President and Chief Executive Officer (2008 to present), Director and President (2006 to 2008), Chief Operating Officer (2004 to 2006), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Various senior officer positions with Virtus affiliates (2008 to present). Senior Executive Vice President and President, Asset Management (2007 to 2008), Senior Vice President and Chief Operating Officer, Asset Management (2004 to 2007), The Phoenix Companies, Inc. Various senior officer positions with Phoenix affiliates (2005 to 2008). President (2006 to present), Executive Vice President (2004 to 2006), the Virtus Mutual Funds Family. President, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (since 2010). Chairman, President and Chief Executive Officer, The Zweig Fund, Inc. and Zweig Total Return Fund, Inc. (2006 to present).


(1)		Mr. Aylward is an “interested person,” as defined in the 1940 Act, by reason of his position as President and Chief Executive Officer of Virtus Investment Partners, Inc. (“Virtus”), the ultimate parent company of the Adviser, and various positions with its affiliates including the Adviser.

FUND MANAGEMENT TABLES (Unaudited) (Continued)

Officers of the Trust Who Are Not Trustees


	Position(s) Held with
Name, Address and	Trust and Length of	Principal Occupation(s)
Year of Birth	Time Served	During Past 5 Years
Francis G. Waltman YOB: 1962	Senior Vice President since 2008.	Executive Vice President, Head of Product Management (2009 to present), Senior Vice President, Asset Management Product Development (2008 to 2009), Senior Vice President, Asset Management Product Development (2005 to 2007), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Senior Vice President, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (since 2010). Director (2008 to 2009), Director and President (2006 to 2007), VP Distributors, Inc. (f/k/a Phoenix Equity Planning Corporation). Director and Senior Vice President, Virtus Investment Advisers, Inc. (2008 to present).

Nancy J. Engberg YOB: 1956	Vice President and Chief Compliance Officer since 2010.	Vice President, Virtus Investment Partners, Inc. (2008 to present); Chief Compliance Officer, Virtus Investment Partners, Inc. (2008 to 2011); Chief Compliance Officer, Virtus Variable Insurance Trust (9 portfolios) (since 2011); Vice President and Counsel, The Phoenix Cos., Inc. (2003 to 2008).

W. Patrick Bradley YOB: 1972	Chief Financial Officer and Treasurer since 2005; Vice President since 2011	Senior Vice President, Fund Administration (2009 to present), Vice President, Fund Administration (2007 to 2009), Second Vice President, Fund Control & Tax (2004 to 2006), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Chief Financial Officer and Treasurer (2006 to present), Vice President and Principal Accounting Officer (2006 to 2010), Assistant Treasurer (2004 to 2006), Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios). Chief Financial Officer and Treasurer (2005 to present), Assistant Treasurer (2004 to 2006), certain funds within the Virtus Mutual Funds Family.

Kevin J. Carr YOB: 1954	Vice President, Chief Legal Officer, Counsel and Secretary since 2005.	Senior Vice President (2009 to present), Counsel and Secretary (2008 to present) and Vice President (2008 to 2009), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Vice President, Chief Legal Officer, Counsel and Secretary, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (since 2010). Vice President and Counsel, Phoenix Life Insurance Company (2005 to 2008). Compliance Officer of Investments and Counsel, Travelers Life and Annuity Company (January 2005 to May 2005). Assistant General Counsel and certain other positions, The Hartford Financial Services Group (1995 to 2005).

VIRTUS OPPORTUNITIES TRUST
101 Munson Street
Greenfield, MA 01301-9668


Trustees	Investment Adviser
George R. Aylward	Virtus Investment Advisers, Inc.
Leroy Keith, Jr.	100 Pearl Street
Philip R. McLoughlin, Chairman	Hartford, CT 06103-4506
Geraldine M. McNamara
James M. Oates	Principal Underwriter
Richard E. Segerson	VP Distributors, LLC
Ferdinand L.J. Verdonck	100 Pearl Street
	Hartford, CT 06103-4506
Officers
George R. Aylward, President	Transfer Agent
Francis G. Waltman, Senior Vice President	VP Distributors, LLC
Nancy J. Engberg, Vice President and	100 Pearl Street
Chief Compliance Officer	Hartford, CT 06103-4506
W. Patrick Bradley, Vice President,
Chief Financial Officer and Treasurer	Custodian
Kevin J. Carr, Vice President, Chief Legal	The Bank of New York Mellon
Officer, Counsel and Secretary	One Wall Street
	New York, NY 10005-2588

	Independent Registered
	Public Accounting Firm
	PricewaterhouseCoopers LLP
	2001 Market Street
	Philadelphia, PA 19103-7042

	How to Contact Us
	Mutual Fund Services	1-800-243-1574
	Adviser Consulting Group	1-800-243-4361
	Telephone Orders	1-800-367-5877
	Text Telephone	1-800-243-1926
	Web site	Virtus.com

Important Notice to Shareholders

Virtus Multi-Sector Fixed Income Fund,
Virtus Multi-Sector Short Term Bond Fund,
Virtus Senior Floating Rate Fund, Virtus Bond Fund
and Virtus High Yield Fund,
each a series of Virtus Opportunities Trust

Supplement dated June 2, 2011 to the Summary Prospectuses and
Statutory Prospectus, each dated January 31, 2011, as supplemented

Important Notice to Investors

Virtus Multi-Sector Fixed Income Fund, Virtus Multi-Sector Short Term Bond Fund and Virtus Senior Floating Rate Fund

No changes to the funds’ principal investment strategies are being made. Also, the fees and expenses paid by the funds remain unchanged.

Each of the funds’ summary and statutory prospectuses is hereby revised as described below.

	•		The second sentence under “Management” in the funds’ summary prospectuses and in the summary sections of the funds’ statutory prospectus is replaced with: “The fund’s subadviser is Newfleet Asset Management, LLC (“Newfleet”), an affiliate of VIA (since June 2011).”

	•		References to Goodwin in the portfolio managers’ biographical information under “Portfolio Management” in the funds’ summary prospectuses and in the summary sections of the funds’ statutory prospectus are replaced with references to Newfleet. The disclosure is further amended to reflect Mr. Albrycht’s title at Newfleet as Chief Investment Officer — Multi-Sector Fixed Income Strategies and Mr. Jennings’ title at Newfleet as Portfolio Manager — Bank Loan Sector.

	•		The fourth sentence in the last paragraph under “Management of the Funds” on page 117 is deleted.

	•		References to Goodwin Capital Advisers, Inc. and Goodwin in the table under “The Adviser” on page 118 are changed to “Newfleet Asset Management, LLC” and “Newfleet,” respectively.

	•		The description of Goodwin under “Subadvisers” on page 120 is deleted.

	•		The description of SCM Advisors under “Subadvisers” on page 120 is revised to reflect the firm’s name change to “Newfleet Asset Management, LLC” and to reflect a second location for the firm at 100 Pearl Street, Hartford, CT 06103.

	•		The subadvisory fee paid by VIA on behalf of Virtus Multi-Sector Fixed Income Fund and Virtus Multi-Sector Short Term Bond Fund as shown in the table on page 121 is revised to read: “50% of the net investment management fee.”

Virtus Multi-Sector Fixed Income Fund,
Virtus Multi-Sector Short Term Bond Fund,
Virtus Senior Floating Rate Fund, Virtus Bond Fund
and Virtus High Yield Fund,
each a series of Virtus Opportunities Trust

Supplement dated June 2, 2011 to the Summary Prospectuses and Statutory Prospectus, each dated January 31, 2011, as supplemented (Continued)

	•		The information about each portfolio manager in the table under “Goodwin” on page 123 is moved to appear under “SCM Advisors” on page 124, to be renamed “Newfleet.” The biographical information for each of the portfolio managers under “Goodwin” is removed and the following is inserted under “SCM Advisors,” to be renamed “Newfleet.”

			*David L. Albrycht, CFA.* Mr. Albrycht is Chief Investment Officer — Multi-Sector Fixed Income Strategies at Newfleet (since June 2011). Until June 2011, he was Executive Managing Director (2008 to 2011) and Vice President (2005 to 2008), Fixed Income, of Goodwin Capital Advisers, Inc. (“Goodwin”). Previously, he was associated with VIA, at which time it was an affiliate of Goodwin. He managed fixed income portfolios for Goodwin affiliates since 1991.

			*Kyle A. Jennings, CFA.* Mr. Jennings is Portfolio Manager — Bank Loan Sector of Newfleet (since June 2011). Until June 2011, he was Managing Director (2008 to 2011) and 2nd Vice President (2005 to 2008) of Goodwin. Previously, he was associated with VIA, at which time it was an affiliate of Goodwin, and was a member of the corporate research team since 1998. Mr. Jennings is the sector manager for the leveraged loan sector and assists in formulation of the leveraged loan finance strategy for the retail multi-sector funds. He has 17 years of investment experience.

Virtus Bond Fund and Virtus High Yield Fund

Investors should retain this supplement with the Prospectus for future reference.

Table of Contents

Virtus Real Estate Securities Fund
(“Real Estate Securities Fund”)


Message to Shareholders			1
Disclosure of Fund Expenses			2
Fund Summary			4
Schedule of Investments			8
Statement of Assets and Liabilities			10
Statement of Operations			11
Statement of Changes in Net Assets			12
Financial Highlights			13
Notes to Financial Statements			15
Report of Independent Registered Public Accounting Firm			22
Tax Information Notice			23
Fund Management Tables			24

PROXY VOTING PROCEDURES (FORM N-PX)

FORM N-Q INFORMATION

The Trust files a complete schedule of portfolio holdings for the fund with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SEC’s website at http://www.sec.gov. Form N-Q may be reviewed and copied at the SEC’s Public Reference Room. Information on the operation of the SEC’s Public Reference Room can be obtained by calling toll-free 1-800-SEC-0330.

This report is not authorized for distribution to prospective investors in the Virtus Real Estate Securities Fund unless preceded or accompanied by an effective prospectus which includes information concerning the sales charge, each Fund’s record and other pertinent information.

MESSAGE TO SHAREHOLDERS

Dear Fellow Shareholders of Virtus Mutual Funds:


		It was the tale of two vastly different financial markets for the year ended September 30, 2011. The financial markets were relatively strong in the fourth quarter of 2010, supported by the Federal Reserve’s “QE2” bond purchase program, which gave investors the confidence to invest in equities and other riskier assets. Shortly before QE2 ended in June 2011, however, a stream of negative economic data, along with the mounting debt troubles of Europe and the U.S., undermined most of the year’s earlier gains, and the markets retreated.

		Investors faced these economic factors during the past year:

•		U.S. gross domestic product (“GDP”), a key measure of economic growth, shrank to an annual rate of 1.3 percent, far below its historical average of 3.28 percent;

•		U.S. manufacturing activity, which had been expanding since the recession ended in June 2009, weakened;

•		The nation’s unemployment rate remained above 9 percent, hitting a high of 9.2 percent in July;

•		A sovereign debt crisis engulfed several European nations;

•		Many U.S. corporations reported positive earnings throughout the period, but their general reluctance to invest in capital spending and new hiring caused investors concerns about a continued economic slowdown.

Thank you for investing with Virtus. Our experienced investment teams remain committed to your long-term financial success.

Sincerely,

George R. Aylward
President, Virtus Mutual Funds

October 2011

Whenever you have questions about your account, or require additional information, please visit us on the Web at http://virtus.com or call our shareowner service group toll-free at 1-800-243-1574.

Performance data quoted represents past results. Past performance is no guarantee of future results and current performance may be higher or lower than performance shown above.

VIRTUS REAL ESTATE SECURITIES FUND
Disclosure of Fund Expenses (Unaudited)
For the six-month period of April 1, 2011 to September 30, 2011

We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of the Virtus Real Estate Securities Fund (the “Fund”), you may incur two types of costs: (1) transaction costs, including sales charges on purchases of Class A shares and contingent deferred sales charges on Class B and Class C shares; and (2) ongoing costs, including investment advisory fees; distribution and service fees; and other expenses. Class I shares are sold without a sales charge and do not incur distribution and service fees. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. The following Expense Table illustrates your Fund’s costs in two ways.

Actual Expenses

The first section of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second section of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund’s actual return.The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges or contingent deferred sales charges. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower depending on the amount of your investments and timing of any purchases or redemptions.


		Ticker Symbols:
VIRTUS REAL ESTATE SECURITIES FUND		Class A: PHRAX
		Class B: PHRBX
		Class C: PHRCX
		Class I: PHRIX

n		Real Estate Securities Fund (the “Fund”) is non-diversified and has an investment objective of capital appreciation and income with approximately equal emphasis. There is no guarantee that the Fund will achieve its objective.

n		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned 0.82%, Class B shares returned 0.03%, Class C shares returned 0.08% and Class I shares returned 1.08%. For the same period, the S&P 500^{^®}Index, a broad-based equity index, returned 1.14%, and the FTSE NAREIT Equity REITs Index, the Fund’s style-specific index appropriate for comparison, returned 0.98%.

		All performance figures assume reinvestment of distributions and exclude the effect of sales charges. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

How did the market perform during the Fund’s fiscal year?

Through the first 10 months of the fiscal period, market performance was decidedly positive, with major equity and real estate market indices showing positive total returns. During this period, markets were able to digest slower than expected global economic growth due to unforeseen forces such as the earthquake and tsunami in Japan in March 2011 and other macro headwinds. However, the market environment during the last two months of the fiscal year became significantly more challenging as market sentiment turned nearly as negative as was experienced at the height of the 2008/2009 financial crisis. This turn in sentiment began during the contentious U.S. debt ceiling negotiations that took place in late July, grew post the U.S. sovereign debt downgrade by Standard & Poor’s in early August and reached alarming levels during September as the European sovereign debt crisis continued to rage on. In conjunction with this turn in market sentiment, consensus forecasts for second half 2011 and 2012 global economic growth were reset at lower levels, which also contributed to the negative market environment as these lower forecasts filtered into lower expectations for future corporate profits as well.

Interestingly, many real-time economic indicators, and conversations with global real estate executives during the third quarter of 2011, were not nearly as negative as the prevailing market sentiment. Company executives we met with during the quarter found it challenging to reconcile what was transpiring in the stock market with their on-the-ground business conditions. However, as the stock market serves as a mechanism for discounting future business conditions, it may only be a matter of time before business conditions fall in line with market sentiment or its recent pullback is proven to be an opportunity. Nonetheless, market sentiment can be fickle and thus will be highly data and event dependent over the balance of 2011. Should we experience a pick-up in global economic indicators or some path to resolving the European sovereign debt crisis, market sentiment will reverse accordingly.

What factors affected the Fund’s performance during its fiscal year?

n		For the period ended September 30, 2011, the Fund’s performance net of fees approximated its style-specific benchmark. Both allocation and security selection had positive contributions.

n		The most significant individual positive contributor to relative performance during the fiscal year was security selection within and allocation to regional malls as our higher quality focus performed better. Allocation and selection to self storage, also favoring higher quality, was our next most positive contributor. Security selection and allocation to office was the third most positive contributor followed by security selection within health care as an overweight holding was acquired. The most significant detractor from relative

For information regarding the indexes and certain investment terms, see the Key Investment Terms on page 5.

VIRTUS REAL ESTATE SECURITIES FUND (Continued)

		performance during the fiscal year was stock selection within apartments, partially offset by allocation, and security selection within specialty.

n		Going forward, we expect cash flow growth to play a more meaningful role in driving total returns as internal growth prospects (i.e., occupancy and rents) continue to accelerate against a backdrop of fairly limited new supply, and companies remain active with external growth initiatives. Share buybacks, on a leverage-neutral basis, seem attractive, versus acquisitions, for a number of companies. Dividend growth should be supported by the acceleration in cash flow growth, recapitalized balance sheets, and low historical dividend payout ratios. A favorable supply outlook will allow landlords to increase occupancy and achieve pricing power at a faster rate than they otherwise would in a recovery.

		The preceding information is the opinion of portfolio management. Any such opinions are subject to change at any time based upon market or other conditions and should not be relied upon as investment advice. Past performance is no guarantee of future results, and there is no guarantee that market forecasts will be realized.

		There is no guarantee that the Fund will meet its objective.

		Concentrating investments in REITs involves certain risks such as refinancing, property value changes and management skill. Investing in the securities of small and mid-sized companies involves greater risks and price volatility than larger, more established companies. A non-diversified fund may be more susceptible to any single economic, political or regulatory event affecting an issuer than a diversified fund.

Asset Allocations

The following table presents asset allocations within certain sectors as a percentage of total investments at September 30, 2011.


Apartments	20	%
Regional Malls	18
Office	12
Health Care	11
Self Storage	9
Shopping Centers	7
Lodging/Resorts	6
Other (includes short-term investments)	17


Total	100	%

VIRTUS REAL ESTATE SECURITIES FUND (Continued)

KEY INVESTMENT TERMS

American Depositary Receipt (ADR)

Barclays Capital U.S. Aggregate Bond Index

The Barclays Capital U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis.

Exchange-Traded Funds (ETF)

Portfolios of stocks or bonds that track a specific market index.

FTSE NAREIT Equity REITs Index

The FTSE NAREIT Equity REITs Index is a free-float market capitalization index measuring equity tax-qualified real estate investment trusts, which meet minimum size and liquidity criteria, that are listed on the New York Stock Exchange, the American Stock Exchange and the NASDAQ National Market System. The index is calculated on a total return basis with dividends reinvested.

MSCI EAFE^{^®}Index

Quantitative Easing (QE2)

REIT (Real Estate Investment Trust)

A publicly traded company that owns, develops and operates income-producing real estate such as apartments, office buildings, hotels, shopping centers and other commercial properties.

S&P 500^{^®}Index

The S&P 500^{^®}Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested.

Average Annual Total Returns¹for periods ended 9/30/11

Since

Inception

Year

Years

Inception

Date

Class A Shares at NAV²

0.82

-2.37

10.16

—

Class A Shares at POP^3,4

-4.98

-3.52

9.51

—

Class B Shares at NAV²

0.03

-3.11

9.33

—

Class B Shares with CDSC⁴

-3.96

-3.11

9.33

—

Class C Shares at NAV² and with CDSC⁴

0.08

-3.10

—

7.80

7/25/03

Class I Shares at NAV

1.08

—

-4.11

12/29/06

S&P 500^{^®}Index

1.14

-1.18

2.82

—⁵

FTSE NAREIT Equity REITs Index

0.98

-2.42

9.18

—⁶

Fund Expense Ratios⁷: A Shares: 1.48%, B Shares: 2.23%, C Shares: 2.23%, I Shares: 1.23%.


		All returns represent past performance which is no guarantee of future results. Current performance may be higher or lower than the performance shown. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The above table and graph below do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Please visit Virtus.com for performance data current to the most recent month-end.

¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 5.75% sales charge.

⁴		CDSC (contingent deferred sales charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for Class B shares decline from 5% to 0% over a five year period. CDSC charges for certain redemptions of Class A shares and all redemptions of Class C shares are 1% within the first year and 0% thereafter.

⁵		Index performance is 3.59% for Class C (since 7/25/03) and -2.58% for Class I (since 12/29/06).

⁶		Index performance is 7.76% for Class C (since 7/25/03) and -4.38% for Class I (since 12/29/06).

⁷		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, and as supplemented and revised and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios.

Growth of $10,000 for periods ended 9/30

This chart assumes an initial investment of $10,000 made on September 30, 2001, for Class A and Class B shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

VIRTUS REAL ESTATE SECURITIES FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
COMMON STOCKS—98.8%

REAL ESTATE INVESTMENT TRUSTS—98.8%

DIVERSIFIED—6.3%
Digital Realty Trust, Inc.		260,569	$	14,373
Vornado Realty Trust		638,967		47,680

Total Diversified				62,053


HEALTH CARE—10.9%
HCP, Inc.		825,471		28,941
Health Care REIT, Inc.		372,029		17,411
Ventas, Inc.		1,225,681		60,549

Total Health Care				106,901

INDUSTRIAL/OFFICE—19.3%
Industrial—4.5%
Prologis, Inc.		1,822,645		44,199


Mixed—2.3%

Duke Realty Corp.		2,071,391		21,749


Office—12.5%

Alexandria Real Estate Equities, Inc.		152,375		9,354
BioMed Realty Trust, Inc.		866,881		14,364
Boston Properties, Inc.		542,183		48,309
Kilroy Realty Corp.		954,737		29,883
SL Green Realty Corp.		356,291		20,719

				122,629

Total Industrial/Office				188,577


LODGING/RESORTS—6.3%
Host Hotels & Resorts, Inc.		3,121,652		34,151
LaSalle Hotel Properties		994,211		19,089
Starwood Hotels & Resorts Worldwide, Inc.		208,760		8,104

Total Lodging/Resorts				61,344


RESIDENTIAL—22.5%

Apartments—20.0%

Apartment Investment & Management Co. Class A		972,357		21,509
AvalonBay Communities, Inc.		335,656		38,282
BRE Properties, Inc.		336,703		14,256
Camden Property Trust		418,000		23,099
Campus Crest Communities, Inc.		190,366		2,071
Equity Residential		1,092,679		56,677
Essex Property Trust, Inc.		164,482		19,744
UDR, Inc.		927,205		20,528

				196,166


Manufactured Homes—2.5%
Equity Lifestyle Properties, Inc.		392,964		24,639

Total Residential				220,805


RETAIL—24.7%

Regional Malls—17.9%
General Growth Properties, Inc.		1,390,975		16,831
Macerich Co. (The)		347,675		14,822
Simon Property Group, Inc.		1,070,406		117,723
Taubman Centers, Inc.		507,680		25,541

				174,917


Shopping Centers—6.8%
DDR Corp.		1,260,917		13,744
Kimco Realty Corp.		1,449,875		21,792
Regency Centers Corp.		421,040		14,875
Weingarten Realty Investors		781,100		16,536

				66,947

Total Retail				241,864

See Notes to Financial Statements

VIRTUS REAL ESTATE SECURITIES FUND
SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
SELF STORAGE—8.8%
Extra Space Storage, Inc.		1,536,702	$	28,628
Public Storage		516,091		57,466

Total Self Storage				86,094

TOTAL COMMON STOCKS
(Identified Cost $726,656)				967,638

TOTAL LONG-TERM INVESTMENTS—98.8%
(Identified Cost $726,656)				967,638

SHORT-TERM INVESTMENTS—1.3%
Money Market Mutual Funds—1.3%
BlackRock Liquidity Funds TempFund Portfolio — Institutional Shares (seven-day effective yield 0.090%)		13,028,187		13,028

TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $13,028)				13,028

TOTAL INVESTMENTS—100.1%
(Identified Cost $739,684)				980,666	⁽¹⁾

Other assets and liabilities, net—(0.1)%				(1,220	)

NET ASSETS—100.0%			$	979,446

Abbreviation:

REIT Real Estate Investment Trust

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2011 (see Security Valuation Note 2A in the Notes to Financial Statements):


	Total Value at		Level 1 —
	September 30, 2011		Quoted Prices
Investment in Securities:
Common Stocks:
Real Estate Investment Trusts	$	967,638	$	967,638
Short-Term Investments		13,028		13,028

Total Investments	$	980,666	$	980,666

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

FOOTNOTE LEGEND


(1)		Federal Income Tax Information: For tax information at September 30, 2011, see Note 8, Federal Income Tax Information in the Notes to Financial Statements.

See Notes to Financial Statements

VIRTUS REAL ESTATE SECURITIES FUND
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2011

(Reported in thousands except shares and per share amounts)


Assets
Investment in securities at value⁽¹⁾	$	980,666
Receivables
Fund shares sold		1,281
Dividends and interest receivable		2,400
Prepaid expenses		82

Total assets		984,429


Liabilities
Cash overdraft		28
Payables
Fund shares repurchased		1,062
Investment securities purchased		2,077
Investment advisory fee		651
Distribution and service fees		183
Administration fee		118
Transfer agent fees and expenses		746
Trustees’ fee and expenses		7
Professional fee		29
Other accrued expenses		82

Total liabilities		4,983

Net Assets	$	979,446


Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	838,954
Accumulated undistributed net realized gain (loss)		(100,490	)
Net unrealized appreciation (depreciation) on investments		240,982

Net Assets	$	979,446


Class A
Net asset value (net assets/shares outstanding) per share	$	26.05
Maximum offering price per share NAV/(1—5.75%)	$	27.64
Shares of beneficial interest outstanding, no par value, unlimited authorization		23,225,715
Net Assets	$	605,073
Class B
Net asset value (net assets/shares outstanding) and offering price per share	$	25.71
Shares of beneficial interest outstanding, no par value, unlimited authorization		368,047
Net Assets	$	9,461
Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	26.02
Shares of beneficial interest outstanding, no par value, unlimited authorization		1,723,835
Net Assets	$	44,853
Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	26.03
Shares of beneficial interest outstanding, no par value, unlimited authorization		12,295,207
Net Assets	$	320,059

⁽¹⁾ Investment in securities at cost	$	739,684

See Notes to Financial Statements

VIRTUS REAL ESTATE SECURITIES FUND
STATEMENT OF CHANGES IN NET ASSETS

(Reported in thousands)


	Year Ended			Year Ended
	September 30, 2011			September 30, 2010
INCREASE/DECREASE IN NET ASSETS
From Operations
Net investment income (loss)	$	4,639		$	12,507
Net realized gain (loss)		86,780			39,494
Net change in unrealized appreciation (depreciation)		(86,995	)		185,836


Increase (decrease) in net assets resulting from operations		4,424			237,837

From Distributions to Shareholders
Net investment income, Class A		(6,346	)		(7,668	)
Net investment income, Class B		(36	)		(121	)
Net investment income, Class C		(116	)		(311	)
Net investment income, Class I		(4,332	)		(4,625	)


Decrease in net assets from distributions to shareholders		(10,830	)		(12,725	)


From Share Transactions
Sale of shares
Class A (9,066 and 8,024 shares, respectively)		262,684			189,394
Class B (3 and 5 shares, respectively)		73			112
Class C (337 and 261 shares, respectively)		9,724			6,044
Class I (3,803 and 5,484 shares, respectively)		110,554			117,414

Reinvestment of distributions
Class A (203 and 283 shares, respectively)		5,688			6,776
Class B (1 and 4 shares, respectively)		29			99
Class C (3 and 11 shares, respectively)		92			252
Class I (134 and 171 shares, respectively)		3,757			4,098

Shares repurchased
Class A (8,140 and 13,553 shares, respectively)		(234,816	)		(305,363	)
Class B (280 and 249 shares, respectively)		(8,006	)		(5,597	)
Class C (409 and 550 shares, respectively)		(11,766	)		(12,723	)
Class I (3,402 and 4,122 shares, respectively)		(98,978	)		(97,259	)

Increase (decrease) in net assets from share transactions		39,035			(96,753	)


Net increase (decrease) in net assets		32,629			128,359

Net Assets
Beginning of year		946,817			818,458


End of year	$	979,446		$	946,817

Accumulated undistributed net investment income (loss) at end of year	$	—		$	23

See Notes to Financial Statements

VIRTUS REAL ESTATE SECURITIES FUND
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD


	Net Asset		Net			Net						Dividends																			Ratio of			Ratio of Gross Expenses			Ratio of Net
	Value,		Investment			Realized and			Total from			from Net			Distributions						Change in			Net Asset					Net Assets,		Net Expenses			to Average Net Assets			Investment Income			Portfolio
	Beginning		Income			Unrealized			Investment			Investment			from Net			Total			Net Asset			Value, End		Total			End of Period		to Average Net			(before waivers and			(Loss) to Average			Turnover
	of Period		(Loss)⁽²⁾			Gain (Loss)			Operations			Income			Realized Gains			Distributions			Value			of Period		Return⁽¹⁾			(000’s)		Assets⁽⁷⁾			reimbursements)⁽⁷⁾			Net Assets			Rate
Class A
10/1/10 to 9/30/11	$	26.10		0.11			0.12			0.23			(0.28	)		—			(0.28	)		(0.05	)	$	26.05		0.82	%	$	605,073		1.46	%		1.46	%		0.39	%		36	%
10/1/09 to 9/30/10		20.21		0.32			5.90			6.22			(0.33	)		—			(0.33	)		5.89			26.10		30.93			576,760		1.48			1.48			1.39			35
10/1/08 to 9/30/09		29.19		0.47			(8.99	)		(8.52	)		(0.46	)		—			(0.46	)		(8.98	)		20.21		(28.61	)		552,518		1.59			1.59			2.88			48
10/1/07 to 9/30/08		34.10		0.45			(3.88	)		(3.43	)		(0.47	)		(1.01	)		(1.48	)		(4.91	)		29.19		(9.94	)		862,062		1.37	⁽⁵⁾		1.45			1.51			32
12/1/06 to 9/30/07		38.18		0.32			(2.59	)		(2.27	)		(0.32	)		(1.49	)		(1.81	)		(4.08	)		34.10		(6.14	)⁽⁴⁾		1,136,923		1.32	⁽³⁾		1.39	⁽³⁾		1.06	⁽³⁾		25	⁽⁴⁾
12/1/05 to 11/30/06		28.15		0.30			10.73			11.03			(0.37	)		(0.63	)		(1.00	)		10.03			38.18		40.37			1,289,007		1.30			1.30			0.94			24
Class B
10/1/10 to 9/30/11	$	25.76		(0.01	)		0.03			0.02			(0.07	)		—			(0.07	)		(0.05	)	$	25.71		0.03	%	$	9,461		2.21	%		2.21	%		(0.05	)%		36	%
10/1/09 to 9/30/10		19.95		0.16			5.81			5.97			(0.16	)		—			(0.16	)		5.81			25.76		30.01			16,595		2.23			2.23			0.70			35
10/1/08 to 9/30/09		28.85		0.35			(8.91	)		(8.56	)		(0.34	)		—			(0.34	)		(8.90	)		19.95		(29.20	)		17,648		2.34			2.34			2.16			48
10/1/07 to 9/30/08		33.72		0.22			(3.83	)		(3.61	)		(0.25	)		(1.01	)		(1.26	)		(4.87	)		28.85		(10.65	)		35,376		2.12	⁽⁵⁾		2.20			0.76			32
12/1/06 to 9/30/07		37.74		0.10			(2.56	)		(2.46	)		(0.07	)		(1.49	)		(1.56	)		(4.02	)		33.72		(6.72	)⁽⁴⁾		49,964		2.07	⁽³⁾		2.13	⁽³⁾		0.32	⁽³⁾		25	⁽⁴⁾
12/1/05 to 11/30/06		27.86		0.07			10.59			10.66			(0.15	)		(0.63	)		(0.78	)		9.88			37.74		39.29			71,240		2.05			2.05			0.24			24
Class C
10/1/10 to 9/30/11	$	26.06		(0.09	)		0.12			0.03			(0.07	)		—			(0.07	)		(0.04	)	$	26.02		0.08	%	$	44,853		2.21	%		2.21	%		(0.30	)%		36	%
10/1/09 to 9/30/10		20.19		0.15			5.88			6.03			(0.16	)		—			(0.16	)		5.87			26.06		29.95			46,722		2.23			2.23			0.65			35
10/1/08 to 9/30/09		29.17		0.35			(8.99	)		(8.64	)		(0.34	)		—			(0.34	)		(8.98	)		20.19		(29.17	)		41,818		2.34			2.34			2.12			48
10/1/07 to 9/30/08		34.07		0.23			(3.88	)		(3.65	)		(0.24	)		(1.01	)		(1.25	)		(4.90	)		29.17		(10.63	)		71,278		2.12	⁽⁵⁾		2.20			0.76			32
12/1/06 to 9/30/07		38.11		0.10			(2.59	)		(2.49	)		(0.06	)		(1.49	)		(1.55	)		(4.04	)		34.07		(6.71	)⁽⁴⁾		100,321		2.07	⁽³⁾		2.14	⁽³⁾		0.32	⁽³⁾		25	⁽⁴⁾
12/1/05 to 11/30/06		28.12		0.06			10.71			10.77			(0.15	)		(0.63	)		(0.78	)		9.99			38.11		39.32			112,794		2.05			2.05			0.19			24

See Notes to Financial Statements

VIRTUS REAL ESTATE SECURITIES FUND
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING

THROUGHOUT EACH PERIOD


	Net Asset		Net		Net						Dividends																			Ratio of			Ratio of Gross Expenses			Ratio of Net
	Value,		Investment		Realized and			Total from			from Net			Distributions						Change in			Net Asset					Net Assets,		Net Expenses			to Average Net Assets			Investment Income			Portfolio
	Beginning		Income		Unrealized			Investment			Investment			from Net			Total			Net Asset			Value, End		Total			End of Period		to Average Net			(before waivers and			(Loss) to Average			Turnover
	of Period		(Loss)⁽²⁾		Gain (Loss)			Operations			Income			Realized Gains			Distributions			Value			of Period		Return⁽¹⁾			(000’s)		Assets⁽⁷⁾			reimbursements)⁽⁷⁾			Net Assets			Rate
Class I
10/1/10 to 9/30/11	$	26.08		0.19		0.12			0.31			(0.36	)		—			(0.36	)		(0.05	)	$	26.03		1.08	%	$	320,059		1.21	%		1.21	%		0.65	%		36	%
10/1/09 to 9/30/10		20.19		0.38		5.90			6.28			(0.39	)		—			(0.39	)		5.89			26.08		31.27			306,740		1.23			1.23			1.63			35
10/1/08 to 9/30/09		29.17		0.49		(8.97	)		(8.48	)		(0.50	)		—			(0.50	)		(8.98	)		20.19		(28.45	)		206,474		1.32			1.32			3.00			48
10/1/07 to 9/30/08		34.08		0.62		(3.98	)		(3.36	)		(0.54	)		(1.01	)		(1.55	)		(4.91	)		29.17		(9.71	)		106,159		1.12	⁽⁵⁾		1.20			2.11			32
12/29/06⁽⁶⁾ to 9/30/07		35.99		0.28		(1.87	)		(1.59	)		(0.31	)		(0.01	)		(0.32	)		(1.91	)		34.08		(4.44	)⁽⁴⁾		32,887		1.11	⁽³⁾		1.23	⁽³⁾		1.09	⁽³⁾		25	⁽⁴⁾


(1)		Sales charges, where applicable, are not reflected in the total return calculation.

(2)		Computed using average shares outstanding.

(3)		Annualized.

(4)		Not annualized.

(5)		Blended net expense ratio.

(6)		Inception date.

(7)		The Fund may invest in other funds, and the annualized expense ratios do not reflect fees and expenses associated with the underlying funds.

See Notes to Financial Statements

VIRTUS REAL ESTATE SECURITIES FUND
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

Organization

Virtus Opportunities Trust (the “Trust”) is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as an open-end management investment company.

As of the date of this report, 22 funds are offered for sale, of which the Real Estate Securities Fund (the “Fund”) is reported in this annual report. The Fund’s investment objective is outlined in the Fund Summary page.

The Fund offers Class A shares, Class C shares and Class I shares for sale. Class B shares are no longer available for purchase by new or existing shareholders, except by existing shareholders through Qualifying Transactions (for information regarding Qualifying Transactions, refer to the Trust’s prospectus).

Class A shares are sold with a front-end sales charge of up to 5.75% with some exceptions. Generally, Class A shares are not subject to any charges by the Fund when redeemed; however, a 1% contingent deferred sales charge (“CDSC”) may be imposed on certain redemptions made within 18 months following purchases on which a finder’s fee has been paid. The CDSC period begins on the last day of the month preceding the month in which the purchase was made.

Class B shares were sold with a CDSC which declines from 5% to zero depending on the period of time the shares are held.

Class C shares are generally sold with a 1% CDSC, if applicable, if redeemed within one year of purchase. Class I shares are sold without a front-end sales charge or CDSC.

Effective January 1, 2011, Virtus Mutual Funds may impose an annual fee on accounts having balances of less than $2,500. The small account fee may be waived in certain circumstances, as disclosed in the prospectuses and/or statements of additional information. The fees collected will be used to offset certain expenses of the Funds.

Each class of shares has identical voting, dividend, liquidation and other rights and the same terms and conditions, except that each class bears different distribution and/or service fees under a Board-approved 12b-1 and/or shareholder service plan and has exclusive voting rights with respect to this plan. Class I shares are not subject to a 12b-1 plan. Income and other expenses and realized and unrealized gains and losses of the Fund are borne pro rata by the holders of each class of shares.

Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and those differences could be significant.

	A.		Security valuation:

			Security Valuation procedures for the Fund have been approved by the Board. All internally fair valued securities, referred to below, are approved by a valuation committee approved under the direction of the Board.

VIRTUS REAL ESTATE SECURITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

The Fund utilizes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

	•		Level 1 — quoted prices in active markets for identical securities

	•		Level 2 — prices determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

	•		Level 3 — prices determined using significant unobservable inputs (including the valuation committee’s own assumptions in determining the fair value of investments)

			A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis is as follows:

			Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded, or if no closing price is available, at the last bid price and are categorized as Level 1 in the hierarchy. Restricted equity securities and private placements that are not widely traded, are illiquid or are internally fair valued by the valuation committee, are generally categorized as Level 3 in the hierarchy.

			Certain foreign securities may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that the Fund calculates its net asset value (generally, the close of the New York Stock Exchange (“NYSE”)) that may impact the value of securities traded in these foreign markets. In such cases the Fund fair values foreign securities using an independent pricing service which considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as ADRs, financial futures, ETFs, and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.

			Listed derivatives that are actively traded are valued based on quoted prices from the exchange and are categorized as Level 1 in the hierarchy. Over the counter (OTC) derivative contracts, which include forward currency contracts and equity linked instruments, do not require material subjectivity as pricing inputs are observed from actively quoted markets and are categorized as Level 2 in the hierarchy.

			Investments in open-end mutual funds are valued at their closing net asset value determined as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern time) each business day and are categorized as Level 1 in the hierarchy.

			Short-term Notes having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market and are generally categorized as Level 2 in the hierarchy.

			A summary of the inputs used to value the Fund’s major categories of assets and liabilities which primarily include investments of the Fund by each major security type is disclosed at the end of the Schedule of Investments for the Fund. The inputs

VIRTUS REAL ESTATE SECURITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

	B.		Security transactions and related income:

			Security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date, or in the case of certain foreign securities, as soon as the Fund is notified. Interest income is recorded on the accrual basis. The Fund amortizes premiums and accretes discounts using the effective interest method. Realized gains and losses are determined on the identified cost basis.

			Dividend income is recorded using management’s estimate of the income included in distributions received from the REIT investments. Distributions received in excess of this estimated amount are recorded as a reduction of the cost of investments or reclassified to capital gains. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after its fiscal year-end, and may differ from the estimated amounts.

	C.		Income taxes:

			The Fund is treated as a separate taxable entity. It is the intent of the Fund to comply with the requirements of Subchapter M of the Internal Revenue Code and to distribute substantially all of its taxable income to its shareholders. Therefore, no provision for federal income taxes or excise taxes has been made.

			The Fund may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable based upon current interpretations of the tax rules and regulations that exist in the markets in which it invests.

			Management of the Fund has concluded that there are no significant uncertain tax positions which would require recognition in the financial statements. As of September 30, 2011, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2007 forward (with limited exceptions).

	D.		Distributions to shareholders:

			Distributions are recorded by the Fund on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences may include the treatment of non-taxable dividends, market premium and discount, non-deductible expenses, expiring capital loss carryovers, foreign currency gain or loss, gain or loss on futures contracts, partnerships, operating losses and losses deferred due to wash sales. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to capital paid in on shares of beneficial interest.

	E.		Expenses:

			Expenses incurred by the Trust with respect to more than one Fund are allocated in proportion to the net assets of each Fund, except where allocation of direct expense to each Fund or an alternative allocation method can be more appropriately used.

VIRTUS REAL ESTATE SECURITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

Investment Advisory Fee and Related Party Transactions
($ reported in thousands except as noted)

	A.		Adviser:

			Virtus Investment Advisers, Inc. (“VIA,” the “Adviser”), an indirect, wholly-owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”), is the Adviser to the Fund.

			For managing, or directing the management of, the investments of the Fund, the Adviser is entitled to a fee based upon the following annual rates as a percentage of the average daily net assets of the Fund: 0.75% of 1st $1 billion; 0.70% $1+ billion through $2 billion and 0.65% $2+ billion.

			The Adviser manages the Fund’s investment program and general operations of the Fund, including oversight of the Fund’s subadviser.

	B.		Subadviser:

			A subadviser manages the investments of the Fund for which it is paid a fee by the Adviser. Duff & Phelps Investment Management Co. (“Duff & Phelps”) serves as the Fund’s subadviser. Duff & Phelps is an indirect, wholly-owned subsidiary of Virtus.

	C.		Expense Recapture:

			The Adviser may recapture operating expenses waived or reimbursed under arrangements previously in effect, within three fiscal years following the end of the fiscal year in which such waiver or reimbursement occurred. The Fund must pay its ordinary operating expenses before the Adviser is entitled to any reimbursement and must remain in compliance with any applicable expense limitations at the time the fees were waived.

	D.		Distributor:

			VP Distributors, LLC (“VP Distributors”), an indirect wholly-owned subsidiary of Virtus, as the distributor of the Fund’s shares, has advised the Fund that for the fiscal year (the “period”) ended September 30, 2011, it retained Class A net commissions of $61; Class B deferred sales charges of $14; and Class C deferred sales charges of $6.

			In addition, the Fund pays VP Distributors distribution and/or service fees under Board-approved 12b-1 and shareholder service plans, at the annual rate of 0.25% for Class A shares, 1.00% for Class B shares, and 1.00% for Class C shares applied to the average daily net assets of each respective class. Class I shares are not subject to a 12b-1 plan.

			Under certain circumstances, shares of certain Virtus Mutual Funds may be exchanged for shares of the same class of certain other Virtus Mutual Funds on the basis of the relative net asset values per share at the time of the exchange. On exchanges with share classes that carry a CDSC, the CDSC schedule of the original shares purchased continues to apply.

	E.		Administration and Transfer Agent Services:

			VP Distributors serves as the Administrator to the Fund. For the period ended September 30, 2011, VP Distributors received administration fees totaling $1,065 which are included in the Statement of Operations. A portion of these fees is paid to outside entities that also provide services to the Fund.

VIRTUS REAL ESTATE SECURITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

VP Distributors also serves as the Fund’s transfer agent. For the period ended September 30, 2011, VP Distributors received transfer agent fees totaling $2,663 which are included in the Statement of Operations. A portion of these fees is paid to outside entities that also provide services to the Fund.

Affiliated Shareholders:

At September 30, 2011, Virtus, its affiliates, Bank of Montreal (a minority investor in Virtus) and its affiliates, and the retirement plans of Virtus and its affiliates, held shares of the Fund which may be redeemed at any time that aggregated the following:


	Aggregate		Net Asset
	Shares		Value
Class I shares		907,132	$	23,613

Purchases and Sales of Securities
($ reported in thousands)

Purchases and sales of investment securities for the Fund (excluding U.S. Government securities or agency securities and short-term securities) during the period ended September 30, 2011, were as follows:


Long-Term
Purchases				Sales
$424,533				$375,784

There were no purchases or sales of long-term U.S. Government or agency securities.

10% Shareholders

As of September 30, 2011, the Fund had individual shareholder accounts and/or omnibus shareholder accounts (comprised of a group of individual shareholders), which in each case individually amounted to more than 10% of the total shares outstanding of the Fund as detailed below. The shareholders are not affiliated with Virtus.


	% of			Number
	Shares			of
	Outstanding			Accounts
Class A		10	%		1
Class I		13			1

Credit Risk and Asset Concentrations

The Fund may invest a high percentage of its assets in specific sectors of the market in its pursuit of a greater investment return. Fluctuations in these sectors of concentration may have a greater impact on the Fund, positive or negative, than if the Fund did not concentrate its investments in such sectors.

Indemnifications

Under the Fund’s organizational documents, its Trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these arrangements.

VIRTUS REAL ESTATE SECURITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

Federal Income Tax Information
($ reported in thousands)

At September 30, 2011, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Fund were as follows:


						Net Unrealized
Federal	Unrealized		Unrealized			Appreciation
Tax Cost	Appreciation		(Depreciation)			(Depreciation)
$779,482	$	224,592	$	(23,408	)	$	201,184

The Fund has capital loss carryovers which may be used to offset future capital gains as follows:


2018	Total
$60,693	$	60,693

		Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for tax years beginning after December 22, 2010 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

		The Fund may not realize the benefit of these losses to the extent the Fund does not realize gains on investments prior to the expiration of the capital loss carryovers.

		The Fund utilized $81,185 in losses deferred in prior years against current year capital gains.

		Under current tax law, foreign currency and capital losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. For the fiscal year ended September 30, 2011, the Fund deferred capital loss of $0 and recognized post-October capital losses of $0.

		The components of distributable earnings on a tax basis (excluding unrealized appreciation (depreciation) which is disclosed above) consist of undistributed ordinary income of $0 and undistributed long-term capital gains of $0.

		The differences between the book and tax basis components of distributable earnings relate principally to the timing of recognition of income and gains for federal income tax purposes. Short-term gain distributions reported in the Statements of Changes in Net Assets, if any, are reported as ordinary income for federal tax purposes.

VIRTUS REAL ESTATE SECURITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

Reclassification of Capital Accounts

($ reported in thousands)

For financial reporting purposes, book basis capital accounts are adjusted to reflect the tax character of permanent book/tax differences. Permanent reclassifications can arise from differing treatment of certain income and gain transactions, nondeductible current year net operating losses, expiring capital loss carryovers and investments in passive foreign investment companies. The reclassifications have no impact on the net assets or net asset value of the Fund. As of September 30, 2011, the Fund recorded reclassifications to increase (decrease) the accounts as listed below:


Capital Paid
in shares of	Undistributed		Accumulated
Beneficial	Net Investment		Net Realized
Interest	Income (Loss)		Gain (Loss)
$(6,191)	$	6,168	$	23

10.

Recent Accounting Pronouncement

11.

Subsequent Event Evaluations

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were available for issuance, and has determined that the following subsequent event requires recognition or disclosure in the financial statements.

Effective November 7, 2011, securities lending was suspended on all Virtus Funds.

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Board of Trustees of
Virtus Opportunities Trust and
Shareholders of Virtus Real Estate
Securities Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Virtus Real Estate Securities Fund (the “Fund”), a series of Virtus Opportunities Trust, at September 30, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

Philadelphia, Pennsylvania
November 22, 2011

FUND MANAGEMENT TABLES (Unaudited)

Independent Trustees


Name,Year of Birth,		Principal Occupation(s)
Year Elected and		During Past 5 Years and
Number of Funds Overseen		Other Directorships Held by Trustee
Leroy Keith, Jr. YOB: 1939 Served since 1996 45 Funds		Chairman, Bloc Global Services Group, LLC (construction and redevelopment company) (2010 to present). Managing Director, Almanac Capital Management (commodities business) (2007 to 2008). Partner, Stonington Partners, Inc. (private equity fund) (2001 to 2007). Director/Trustee, Wells Fargo Advantage Funds (f/k/a Evergreen Funds) (152 portfolios) (1989 to present). Director, Diversapak (soft packaging company) (2002 to present). Director, Obaji Medical Products (skin care company) (2003 to 2007).

Philip R. McLoughlin Chairman YOB: 1946 Served since 1996 58 Funds		Managing Director, SeaCap Asset Management Fund I, L.P. (2009 to present) and SeaCap Partners, LLC (investment management) (2009 to 2010). Partner, Cross Pond Partners, LLC (strategy consulting firm) (2006 to present). Chairman (2010 to present) and Director (1991 to present), World Trust Fund. Chairman and Trustee, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (2003 to present). Director, DTF Tax-Free Income Fund, Inc. and Duff & Phelps Utility and Corporate Bond Trust, Inc. (1996 to present); DNP Select Income Fund Inc. (2009 to present); and Duff & Phelps Global Utility Income Fund Inc. (2011 to present). Director, Argo Group International Holdings, Inc. and its predecessor, PXRE Corporation (insurance) (1986 to 2009).

Geraldine M. McNamara YOB: 1951 Served since 2001 49 Funds		Retired. Managing Director, U.S. Trust Company of New York (private bank) (1982 to 2006). Director, DTF Tax-Free Income Fund, Inc. and Duff & Phelps Utility and Corporate Bond Trust, Inc. (2003 to present); DNP Select Income Fund Inc. (2009 to present); and Duff & Phelps Global Utility Income Fund Inc. (2011 to present).

James M. Oates YOB: 1946 Served since 1996 45 Funds		Managing Director, Wydown Group (consulting firm) (1994 to present). Chairman and Trustee, John Hancock Trust (115 portfolios) and John Hancock Funds II (87 portfolios) (2005 to present). Director, Stifel Financial (1996 to present). Chairman, Connecticut River Bank (1999 to present). Director, Connecticut River Bancorp (1998 to present). Chairman, Emerson Investment Management, Inc. (2000 to present). Director, Trust Company of New Hampshire (2002 to present). Director, Beaumont Financial Partners, LLC (2000 to present). President of the Board (1999 to present) and Director (1985 to present), Middlesex School. Founder, Chairman (1997 to 2006) and Non-Executive Chairman (2007 to present), Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) (financial services). Director, Investors Bank and Trust Co. and Investors Financial Services Corporation (1995 to 2007). Trustee, John Hancock Funds III (2005 to 2006).

Richard E. Segerson YOB: 1946 Served since 1996 45 Funds		Managing Director, Northway Management Company (1998 to present).

Ferdinand L.J. Verdonck YOB: 1942 Served since 2006 45 Funds		Trustee, The J.P. Morgan Fleming Continental European Investment Trust (1998 to present). Director, Galapagos N.V. (biotechnology) (2005 to present). Mr. Verdonck is also a director of several non-U.S. companies.

FUND MANAGEMENT TABLES (Unaudited) (Continued)

Interested Trustee

The individual listed below is an “interested person” of the Trust, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.


Name,Year of Birth,		Principal Occupation(s)
Year Elected and		During Past 5 Years and
Number of Funds Overseen		Other Directorships Held by Trustee
George R. Aylward⁽¹⁾ President YOB: 1964 Served since 2006 47 Funds		Director, President and Chief Executive Officer (2008 to present), Director and President (2006 to 2008), Chief Operating Officer (2004 to 2006), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Various senior officer positions with Virtus affiliates (2008 to present). Senior Executive Vice President and President, Asset Management (2007 to 2008), Senior Vice President and Chief Operating Officer, Asset Management (2004 to 2007), The Phoenix Companies, Inc. Various senior officer positions with Phoenix affiliates (2005 to 2008). President (2006 to present), Executive Vice President (2004 to 2006), the Virtus Mutual Funds Family. President, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (since 2010). Chairman, President and Chief Executive Officer, The Zweig Fund, Inc. and Zweig Total Return Fund, Inc. (2006 to present).


⁽¹⁾		Mr. Aylward is an “interested person,” as defined in the 1940 Act, by reason of his position as President and Chief Executive Officer of Virtus Investment Partners, Inc. (“Virtus”), the ultimate parent company of the Adviser, and various positions with its affiliates including the Adviser.

FUND MANAGEMENT TABLES (Unaudited) (Continued)

Officers of the Trust Who Are Not Trustees


	Position(s) Held with
Name, Address and	Trust and Length of	Principal Occupation(s)
Year of Birth	Time Served	During Past 5 Years
Francis G. Waltman YOB: 1962	Senior Vice President since 2008.	Executive Vice President, Head of Product Management (2009 to present), Senior Vice President, Asset Management Product Development (2008 to 2009), Senior Vice President, Asset Management Product Development (2005 to 2007), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Senior Vice President, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (since 2010). Director (2008 to 2009), Director and President (2006 to 2007), VP Distributors, Inc. (f/k/a Phoenix Equity Planning Corporation). Director and Senior Vice President, Virtus Investment Advisers, Inc. (2008 to present).

Nancy J. Engberg YOB: 1956	Vice President and Chief Compliance Officer since 2010.	Vice President, Virtus Investment Partners, Inc. (2008 to present); Chief Compliance Officer, Virtus Investment Partners, Inc. (2008 to 2011); Chief Compliance Officer, Virtus Variable Insurance Trust (9 portfolios) (since 2011); Vice President and Counsel, The Phoenix Cos., Inc. (2003 to 2008).

W. Patrick Bradley YOB: 1972	Chief Financial Officer and Treasurer since 2005; Vice President since 2011	Senior Vice President, Fund Administration (2009 to present), Vice President, Fund Administration (2007 to 2009), Second Vice President, Fund Control & Tax (2004 to 2006), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Chief Financial Officer and Treasurer (2006 to present), Vice President and Principal Accounting Officer (2006 to 2010), Assistant Treasurer (2004 to 2006), Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios). Chief Financial Officer and Treasurer (2005 to present), Assistant Treasurer (2004 to 2006), certain funds within the Virtus Mutual Funds Family.

Kevin J. Carr YOB: 1954	Vice President, Chief Legal Officer, Counsel and Secretary since 2005.	Senior Vice President (2009 to present), Counsel and Secretary (2008 to present) and Vice President (2008 to 2009), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Vice President, Chief Legal Officer, Counsel and Secretary, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (since 2010). Vice President and Counsel, Phoenix Life Insurance Company (2005 to 2008). Compliance Officer of Investments and Counsel, Travelers Life and Annuity Company (January 2005 to May 2005). Assistant General Counsel and certain other positions, The Hartford Financial Services Group (1995 to 2005).

VIRTUS OPPORTUNITIES TRUST
101 Munson Street
Greenfield, MA 01301-9668


Trustees		Investment Adviser
George R. Aylward		Virtus Investment Advisers, Inc.
Leroy Keith, Jr.		100 Pearl Street
Philip R. McLoughlin, Chairman		Hartford, CT 06103-4506
Geraldine M. McNamara
James M. Oates		Principal Underwriter
Richard E. Segerson		VP Distributors, LLC
Ferdinand L.J. Verdonck		100 Pearl Street
		Hartford, CT 06103-4506
Officers
George R. Aylward, President		Transfer Agent
Francis G. Waltman, Senior Vice President		VP Distributors, LLC
Nancy J. Engberg, Vice President and		100 Pearl Street
Chief Compliance Officer		Hartford, CT 06103-4506
W. Patrick Bradley, Vice President,
Chief Financial Officer and Treasurer		Custodian
Kevin J. Carr, Vice President, Chief Legal		The Bank of New York Mellon
Officer, Counsel and Secretary		One Wall Street
		New York, NY 10005-2588

		Independent Registered Public
		Accounting Firm
		PricewaterhouseCoopers LLC
		2001 Market Street
		Philadelphia, PA 19103-7042


		How to Contact Us
		Mutual Fund Services		1-800-243-1574
		Adviser Consulting Group		1-800-243-4361
		Telephone Orders		1-800-367-5877
		Text Telephone		1-800-243-1926
		Web site		http://Virtus.com

Important Notice to Shareholders

Table of Contents


Message to Shareholders			1
Disclosure of Fund Expenses			2
Key Investment Terms			5


			Schedule
	Fund		of
Fund	Summary		Investments
Virtus Allocator Premium AlphaSector^SMFund (“Allocator Premium AlphaSector^SMFund”)		7		22
Virtus AlphaSector^SMRotation Fund (“AlphaSector^SMRotation Fund”)		10		23
Virtus Global Premium AlphaSector^SMFund (“Global Premium AlphaSector^SMFund”)		13		24
Virtus Premium AlphaSector^SMFund (“Premium AlphaSector^SMFund”)		16		25
Virtus Alternatives Diversifier Fund (“Alternatives Diversifier Fund”)		19		26


Statement of Assets and Liabilities			28
Statement of Operations			30
Statement of Changes in Net Assets			32
Financial Highlights			36
Notes to Financial Statements			40
Report of Independent Registered Public Accounting Firm			55
Tax Information Notice			56
Consideration of Subadvisory Agreements by the Board of Trustees			57
Fund Management Tables			61

Proxy Voting Procedures and Voting Record (Form N-PX)

Form N-Q Information

MESSAGE TO SHAREHOLDERS

Dear Fellow Shareholders of Virtus Mutual Funds:

Investors faced these economic factors during the past year:

•		U.S. gross domestic product (“GDP”), a key measure of economic growth, shrank to an annual rate of 1.3 percent, far below its historical average of 3.28 percent;

•		U.S. manufacturing activity, which had been expanding since the recession ended in June 2009, weakened;

•		The nation’s unemployment rate remained above 9 percent, hitting a high of 9.2 percent in July;

•		A sovereign debt crisis engulfed several European nations;

•		Many U.S. corporations reported positive earnings throughout the period, but their general reluctance to invest in capital spending and new hiring caused investors concerns about a continued economic slowdown.

Thank you for investing with Virtus. Our experienced investment teams remain committed to your long-term financial success.

Sincerely,

George R. Aylward
President, Virtus Mutual Funds

October 2011

Whenever you have questions about your account, or require additional information, please visit us on the Web at www.virtus.com or call our shareowner service group toll-free at 1-800-243-1574.

Performance data quoted represents past results. Past performance is no guarantee of future results and current performance may be higher or lower than performance shown above.

VIRTUS OPPORTUNITIES TRUST
Disclosure of Fund Expenses
For the six-month period of April 1, 2011 to September 30, 2011 (Unaudited)

We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of a Virtus Opportunities Trust Fund (each, a “Fund”) you may incur two types of costs: (1) transaction costs, including sales charges on purchases of Class A shares and contingent deferred sales charges on Class C shares; and (2) ongoing costs, including investment advisory fees; distribution and service fees; and other expenses. Class I shares are sold without sales charges. These examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. The following Expense Table illustrates your Fund’s costs in two ways.

Actual Expenses

Hypothetical Example for Comparison Purposes

VIRTUS OPPORTUNITIES TRUST
Disclosure of Fund Expenses (Continued)
For the six-month period of April 1, 2011 to September 30, 2011 (Unaudited)

Expense Table


	Beginning		Ending					Expenses
	Account		Account		Annualized			Paid
	Value		Value		Expense			During
	April 1, 2011		September 30, 2011		Ratio			Period*

Premium AlphaSector^SMFund
Actual
Class A	$	1,000.00	$	909.70		1.67	%	$	7.99
Class C		1,000.00		906.70		2.38			11.39
Class I		1,000.00		911.20		1.42			6.80

Hypothetical (5% return before expenses)
Class A		1,000.00		1,016.59		1.67			8.48
Class C		1,000.00		1,012.99		2.38			12.08
Class I		1,000.00		1,017.86		1.42			7.21

Alternatives Diversifier Fund
Actual
Class A	$	1,000.00	$	876.00		0.45	%	$	2.12
Class C		1,000.00		872.90		1.20			5.63
Class I		1,000.00		877.00		0.20			0.94

Hypothetical (5% return before expenses)
Class A		1,000.00		1,022.79		0.45			2.28
Class C		1,000.00		1,018.98		1.20			6.09
Class I		1,000.00		1,024.05		0.20			1.02


*		Expenses are equal to the relevant Funds’ annualized expense ratio, which includes waived fees, reimbursed expenses, dividends and interest on short sales, if applicable, multiplied by the average account value over the period, multiplied by the number of days (183) expenses were accrued in the most recent fiscal half-year, then divided by 365 days to reflect the one-half year period.

		For Funds which may invest in other funds, the annualized expense ratios noted above do not reflect fees and expenses associated with the underlying funds. If such fees and expenses had been included, the expenses would have been higher.

		You can find more information about the Funds’ expenses in the Financial Statements section that follows. For additional information on operating expenses and other shareholder costs, refer to the prospectus.

KEY INVESTMENT TERMS

American Depositary Receipt (ADR)

Represents shares of foreign companies traded in U.S. dollars on U.S. exchanges that are held by a bank or a trust. Foreign companies use ADRs in order to make it easier for Americans to buy their shares.

AlphaSector^SM Rotation Fund Composite Index

The composite index allocation is 100% S&P 500^® Index. Prior to September 29, 2009, the composite index consisted of 80% S&P 500^® Index and 20% Barclays Capital U.S. Aggregate Bond Index.

AlphaSector^SM Rotation Index (“ASRX”)

A public index published by NASDAQ, through investment in exchange-traded funds (ETFs). ASRX is an active index that may invest in the nine Select Sector SPDR^® ETFs, representing the primary sectors of the S&P 500^® Index, plus an ETF representing short-term U.S. Treasuries.

The primary sectors of the S&P 500^® Index represented by the Select Sector SPDR^® ETFs are: consumer discretionary, consumer staples, energy, financials, healthcare, industrials, materials, technology, and utilities. The Index has the flexibility to be invested in any combination of the nine sector ETFs, a combination of sector ETFs and short-term U.S. Treasuries, or 100% in short-term U.S. Treasuries.

Barclays Capital U.S. Aggregate Bond Index

The Barclays Capital U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis.

Dow Jones Global Moderate Portfolio^SM Index

The Dow Jones Global Moderate Portfolio Index is a benchmark that takes 60% of the risk of the global securities market. It is a total returns index that is a time-varying weighted average of stocks, bonds, and cash. The Index is the efficient allocation of stocks, bonds, and cash in a portfolio with 60% of the risk of the Dow Jones Aggressive Portfolio Index. The index is calculated on a total return basis with dividends reinvested. The index is unmanaged and not available for direct investment.

Exchange-Traded Funds (ETF)

Portfolios of stocks or bonds that track a specific market index.

Fund of funds

A mutual fund that invests in the shares of other open-end mutual funds according to an established asset allocation model, resulting in a diversified portfolio of asset classes and investment strategies appropriate for pursuit of the overall investment objective.

iShares

Represents shares of an open-end Exchange-Traded Fund.

MSCI EAFE^® Index

The MSCI EAFE ^® (Europe, Australasia, Far East) Index is a free float-adjusted market capitalization index that measures equity market performance of developed markets, excluding the U.S. and Canada. The index is calculated on a total return basis with gross dividends reinvested.


ALLOCATOR PREMIUM ALPHASECTOR^SM FUND		Ticker Symbols:
		Class A: VAAAV
		Class C: VAACX
		Class I: VAISX

§		*Allocator Premium AlphaSector^SM Fund (the “Fund”)* is diversified and has an investment objective of capital appreciation. In pursuing this objective, the Fund maintains an emphasis on preservation of capital. There is no guarantee that the Fund will achieve its objective.

§		For the fiscal period March 15, 2011 (inception date) through September 30, 2011, the Fund’s Class A shares at NAV returned -3.10%, Class C shares returned -3.40%, and Class I shares returned -2.90%. For the same period, the S&P 500^® Index, a broad-based equity index, returned -10.78%. Dow Jones Global Moderate Portfolio Index^SM, the Fund’s style-specific index appropriate for comparison, returned -5.39%*.


*		Returns less than 1 year are not annualized.

How did the market perform during the Fund’s fiscal period?

§		U.S. and international equity markets experienced a high degree of volatility over the Fund’s partial fiscal year.

§		After initially rallying from the Fund’s inception to the beginning of April, domestic and international equity markets fluctuated in the second calendar quarter of 2011, but sold off dramatically in the third calendar quarter. International equity markets entered bear market territory in the third quarter.

§		Fixed income markets witnessed a flight to quality in both the second and third calendar quarters of 2011, as investors sought to move away from risky assets.

What factors affected the Fund’s performance during its fiscal period?

§		For the second calendar quarter of 2011, the Fund tracked the performance of the Dow Jones Global Moderate Portfolio Index^SM fairly closely, as the Fund was invested in all US and International Equity sectors, and also maintained a bullish position in the Fixed Income and Alternatives sleeves of the Fund.

§		With the significant decline in the US and International Equity markets in the third calendar quarter of 2011, the Fund moved to “de-risk” aggressively. In the U.S. Equity portion of the Fund, this resulted in the elimination of most of the sectors and the establishment of a cash position. In the International Equity sleeve of the Fund, a cash position was established as well in the third calendar quarter, and exposure to international and emerging market equities was reduced by almost 90%.

§		Within the Fixed Income sleeve of the Fund, a shift was made out of the High-Yield Bond ETF and into the Investment Grade Corporates ETF.

§		The de-risking in the US and International equity sleeves was the primary reason for the Fund’s outperforming the Dow Jones Global Moderate Portfolio Index^SM by approximately 2.00% for the partial fiscal year.

There is no guarantee that the Fund will meet its objective.

For information regarding the indexes and certain investment
terms, see Key Investment Terms starting on page 5.

ALLOCATOR PREMIUM ALPHASECTOR^SM FUND (continued)

Average Annual Total Returns¹ for periods ended 9/30/11


	Since			Inception
	Inception			Date
Class A Shares at NAV²		-3.10	%		3/15/11
Class A Shares at POP^3,4		-8.67			3/15/11
Class C Shares at NAV²		-3.40			3/15/11
Class C Shares with CDSC⁴		-4.37			3/15/11
Class I Shares at NAV		-2.90			3/15/11
S&P 500^{^®}Index		-10.78			—	⁵
Dow Jones Global Moderate Portfolio^SMIndex		-5.39			—	⁵

Fund Expense Ratios⁶: A Shares: Gross 2.02%, Net 1.75%; C Shares: Gross 2.77%, Net 2.50%; I Shares: Gross 1.77%, Net 1.50%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 5.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		The since inception index returns are from the Fund’s inception date.

⁶		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective March 15, 2011, as supplemented and revised, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios. Net Expense: Expenses reduced by contractual fee waiver in effect through March 31, 2012. Gross Expense: Does not reflect the effect of the contractual fee waiver. Expense ratios do not reflect fees and expenses associated with the underlying funds.

Growth of $10,000 For periods ended 9/30

This chart assumes an initial investment of $10,000 made on March 15, 2011 (inception date of the Fund), for Class A, Class C and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance
does not reflect the expenses associated with active management of an actual portfolio.


ALPHASECTOR^SM ROTATION FUND		Ticker Symbols: Class A: PWBAX Class C: PWBCX Class I: VARIX

§		*AlphaSector^SM Rotation Fund (the “Fund”)* is diversified and has an investment objective of long-term capital appreciation. There is no guarantee that the Fund will achieve its objective.

§		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned 6.20%, Class C shares returned 5.49%, and Class I shares returned 6.56%. For the same period, the S&P 500^® Index, a broad-based equity index, and the AlphaSector^SM Rotation Fund Composite Linked Index, the Fund’s style-specific benchmark appropriate for comparison, each returned 1.14%.

		All performance figures assume reinvestment of distributions and exclude the effect of sales charges. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

How did the market perform during the Fund’s fiscal year?

§		The market experienced a high degree of volatility over the Fund’s fiscal year.

§		The fourth quarter of 2010 and the first quarter of 2011 generated strong equity returns.

§		The flattish second calendar quarter of 2011 was followed by a significant decline in the third calendar quarter.

§		The net result of these wide swings in the market was a return of 1.14% for the S&P 500^® Index for the fiscal year ending September 30, 2011.

What factors affected the Fund’s performance during its fiscal year?

§		The Virtus AlphaSector Rotation Fund remained fully invested (i.e. virtually no cash balance) for the first three quarters of the fiscal year.

§		Performance over the first three quarters tracked the benchmark S&P 500^® Index fairly closely.

§		In the quarter ending September 30th, the market weakened materially. In August, a total of seven of the U.S. equity sectors were “turned off” resulting in the initiation of a cash position. This was the first time in more than two years that a cash position had been initiated.

§		The Fund maintained a cash position throughout September.

§		This “de-risking” of the portfolio and the establishment of a cash position was the primary reason for the outperformance of the Fund in the fourth quarter and for the full fiscal year.

There is no guarantee that the Fund will meet its objective.

For information regarding the indexes and certain investment
terms, see Key Investment Terms starting on page 5.

ALPHASECTOR^SM ROTATION FUND (continued)

Average Annual Total Returns¹for periods ended 9/30/11

Since

Inception

1 year

5 years

Inception

Date

Class A Shares at NAV²

6.20

0.99

4.25

8/1/03

Class A Shares at POP^3,4

0.09

-0.20

3.50

8/1/03

Class C Shares at NAV²and with CDSC⁴

5.49

0.27

3.50

8/1/03

Class I Shares at NAV

6.56

—

9.57

10/1/09

S&P 500^{^®}Index

1.14

-1.18

—

⁵

—

AlphaSector^SMRotation Fund Composite Linked Index

1.14

0.46

—

⁶

—

Fund Expense Ratios⁷: A Shares: 1.06%; C Shares: Gross 1.81%, Net 1.79%; I Shares 0.81%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 5.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		The index performance for Class A and Class C (since 8/1/03) is 3.83% and for Class I (since 10/1/09) is 6.95%.

⁶		The index performance for Class A and Class C (since 8/1/03) is 4.31% and for Class I (since 10/1/09) is 6.95%.

⁷		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, as supplemented and revised, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios. Expense ratios do not reflect fees and expenses associated with the underlying funds.

Growth of $10,000 For periods ended 9/30

This chart assumes an initial investment of $10,000 made on August 1, 2003 (inception date of the Fund), for Class A and Class C shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance
does not reflect the expenses associated with active management of an actual portfolio.


GLOBAL PREMIUM ALPHASECTOR^SM FUND		Ticker Symbols:
		Class A: VGPAX
		Class C: VGPCX
		Class I: VGPIX

§		*Global Premium AlphaSector^SM Fund (the “Fund”)* is diversified and has an investment objective of capital appreciation. In pursuing this objective, the Fund maintains an emphasis on preservation of capital. There is no guarantee that the Fund will achieve its objective.

§		For the fiscal period March 15, 2011 (inception date) through September 30, 2011, the Fund’s Class A shares at NAV returned -5.62%, Class C shares returned -6.09%, and Class I shares returned -5.59%. For the same period, the S&P 500, a broad-based equity index, returned -10.78%. MSCI World^® Index (net), the Fund’s style-specific index appropriate for comparison, returned -11.93%*.


*		Returns less than 1 year are not annualized.

How did the market perform during the Fund’s fiscal period?

§		U.S. and international equity markets experienced a high degree of volatility over the Fund’s partial fiscal year.

§		After initially rallying from the Fund’s inception to the beginning of April, domestic and international equity markets fluctuated in the second calendar quarter of 2011, but sold off dramatically in the third calendar quarter. International equity markets entered bear market territory in the third calendar quarter.

What factors affected the Fund’s performance during its fiscal period?

§		For the second calendar quarter of 2011, the Fund tracked the performance of the MSCI World^® Index (net) fairly closely, as the Fund was invested in all U.S. and international equity sectors.

§		With the significant decline in the U.S. and international equity markets in the third calendar quarter of 2011, the Fund moved to “de-risk” aggressively. In the U.S. Equity portion of the Fund, this resulted in the elimination of most of the sectors and the establishment of a cash position. In the International Equity sleeve of the Fund, a cash position was established as well in the third calendar quarter, and exposure to international and emerging market equities was reduced by almost 90%in the quarter.

§		The de-risking in the U.S. and International Equity sleeves was the primary reason for the Fund’s outperforming the MSCI World^® Index (net) by approximately 6.00% in the six and one-half month period.

There is no guarantee that the Fund will meet its objective.

For information regarding the indexes and certain investment terms, see Key Investment
Terms starting on page 5.

GLOBAL PREMIUM ALPHASECTOR^SM FUND (continued)

Average Annual Total Returns¹for periods ended 9/30/11


	Since			Inception
	Inception			Date
Class A Shares at NAV²		-5.62	%		3/15/11
Class A Shares at POP^3,4		-11.05			3/15/11
Class C Shares at NAV²		-6.09			3/15/11
Class C Shares with CDSC⁴		-7.03			3/15/11
Class I Shares at NAV		-5.59			3/15/11
S&P 500^{^®}Index		-10.78			—	⁵
MSCI World^{^®}Index (net)		-11.93			—	⁵

Fund Expense Ratios⁶: A Shares: Gross 2.02%, Net 1.75%; C Shares: Gross 2.77%, Net 2.50%; I Shares: Gross 1.77%, Net 1.50%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 5.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		The since inception index returns are from the Fund’s inception date.

⁶		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective March 15, 2011, as supplemented and revised, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios. Net Expense: Expenses reduced by contractual fee waiver in effect through March 31, 2012. Gross Expense: Does not reflect the effect of the contractual fee waiver. Expense ratios do not reflect fees and expenses associated with the underlying funds.

Growth of $10,000 For periods ended 9/30

The indexes are unmanaged and not available for direct investment; therefore, their performance
does not reflect the expenses associated with active management of an actual portfolio.


PREMIUM ALPHASECTOR^SM FUND		Ticker Symbols:
		Class A: VAPAX
		Class C: VAPCX
		Class I: VAPIX

§		*Premium AlphaSector^SM Fund (the “Fund”)* is diversified and has an investment objective of long-term capital appreciation. There is no guarantee that the Fund will achieve its objective.

§		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned 5.47%, Class C shares returned 4.68%, and Class I shares returned 5.78%. For the same period, the S&P 500^® Index, a broad-based equity index, returned 1.14%.

		All performance figures assume reinvestment of distributions and exclude the effect of sales charges. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

How did the market perform during the Fund’s fiscal year?

§		The market experienced a high degree of volatility over the Fund’s fiscal year.

§		The fourth quarter of 2010 and the first quarter of 2011 generated strong equity returns.

§		The flattish second calendar quarter of 2011 was followed by a significant decline in the third calendar quarter. The net result of these wide swings in the market was a return of 1.14% for the fiscal year.

What factors affected the Fund’s performance during its fiscal year?

§		The Virtus Premium AlphaSector Fund remained fully invested (i.e. virtually no cash balance) for the first three quarters of the fiscal year.

§		For the vast majority of time over the first three quarters, the Fund was invested in all nine US equity sectors.

§		Performance over the first three quarters tracked the benchmark S&P 500^® Index fairly closely. In the September 30th quarter the market weakened materially. In August, a total of seven of the U.S. equity sectors were “turned off” (at different times) resulting in the initiation of a cash position. This was the first time since July 2010 that a cash position had been initiated in the Fund.

§		The Fund maintained a cash position throughout September. This “de-risking” of the portfolio through the establishment of a cash position was the primary reason for the outperformance of the Fund in the fourth quarter and for the full fiscal year.

There is no guarantee that the Fund will meet its objective.

For information regarding the indexes and certain investment
terms, see Key Investment Terms starting on page 5.

PREMIUM ALPHASECTOR^SM FUND (continued)

Average Annual Total Returns¹for periods ended 9/30/11

Since

Inception

1 Year

Inception

Date

Class A Shares at NAV²

5.47

14.02

7/1/10

Class A Shares at POP^3,4

-0.59

8.74

7/1/10

Class C Shares at NAV²and CDSC⁴

4.68

13.17

7/1/10

Class I Shares at NAV

5.78

14.29

7/1/10

S&P 500^{^®}Index

1.14

10.22

—

⁵

Fund Expense Ratios⁶: A Shares: Gross 1.70%; C Shares: Gross 2.45%, Net 2.43%; I Shares: Gross 1.45%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 5.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		The since inception index returns are from the Fund’s inception date.

⁶		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, as supplemented and revised, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios. Net Expense: Expenses reduced by contractual fee waiver in effect through June 30, 2011. Effective July 1, 2011, the waiver is voluntary and may discontinue at any time. Gross Expense: Does not reflect the effect of the fee waiver. Expense ratios do not reflect fees and expenses associated with the underlying funds.

Growth of $10,000 For periods ended 9/30

This chart assumes an initial investment of $10,000 made on July 1, 2010 (inception date of the Fund), for Class A, Class C and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance
does not reflect the expenses associated with active management of an actual portfolio.


ALTERNATIVES DIVERSIFIER FUND		Ticker Symbols:
		Class A: PDPAX
		Class C: PDPCX
		Class I: VADIX

§		*Alternatives Diversifier Fund (the “Fund”)* is diversified and has an investment objective of long-term capital appreciation. There is no guarantee that the Fund will achieve its objective.

§		For the fiscal year ended September 30, 2011, the Fund’s Class A shares at NAV returned -2.12%, Class C shares returned -2.82%, and Class I shares returned -1.89%. For the same period, the S&P 500^® Index, a broad-based equity index, returned 1.14%, and the Alternatives Diversifier Composite Index, the Fund’s style-specific index appropriate for comparison, returned 0.61%.

		All performance figures assume reinvestment of distributions and exclude the effect of sales charges. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

How did the market perform during the Fund’s fiscal year?

For the start of the Fund’s fiscal year through the first three months of 2011, investors were sufficiently confident that the economy would grow, albeit slowly, for the foreseeable future. This thesis began to unwind starting in May and continued through the end of September, as the severity of Europe’s debt crisis intensified; China’s ability to orchestrate a “soft” economic landing was called into question; and concerns resurfaced that the U.S. would slip into a “double dip” recession. Despite continued solid earnings reported by the vast majority of American companies, the stock market was under considerable selling pressure, and other assets viewed as vulnerable to a slowdown suffered a similar fate.

Essentially, the Fund’s fiscal year was a tale of two vastly different performance periods for the markets, as well as for the Fund. The first period, October 2010 through late April 2011, was generally a bull market where equities and other so-called “risk assets” of all types performed well. Conversely, the second period, from early May 2011 through September 2011, was a brutal, highly volatile environment for these same asset classes, which included many of the alternative areas in which the Fund invests. REITs (real estate investment trusts), commodities (whether invested in directly or through equities), and other areas of the market that are generally economically sensitive, came under particularly intense pressure during the late summer months.

What factors affected the Fund’s performance during its fiscal year?

Historically, the investable universe has been marked by periods of “risk on”—with investors either embracing risk assets as potential money makers—or “risk off”—when investors shed those assets quickly, often emotionally, in response to the latest turn of events. The first three quarters of the Fund’s fiscal year was largely a “risk on” period, producing relatively strong returns for equities and many of the alternative asset classes held in the Fund. As a result, the Fund performed in line with expectations, producing lower volatility during this time.

For the last five months of the fiscal year, a “risk off” environment prevailed, volatility levels spiked, and correlations among asset classes ratcheted higher. Rising correlations among asset classes result when investors ignore relative values among asset classes and react to day-to-day economic signals and market events. This situation created a challenging environment for the Fund, which operates under the premise that by diversifying across a variety of alternative asset classes with low correlations to equities, overall returns will remain compelling but with less volatility. While some alternative asset classes owned by the Fund struggled in the second half of the fiscal year, such as REITs and natural resources, they had strong performance early in the period. In addition, the Fund’s exposure to floating rate securities and market neutral holdings also provided some cushion to the violent volatility of the broad equity markets.

For information regarding the indexes and certain investment
terms, see Key Investment Terms starting on page 5.

ALTERNATIVES DIVERSIFIER FUND (continued)

Despite the brutal decline in many markets, the Fund provided a slightly better risk-adjusted return for the year, as measured by standard deviation, which is how the Fund is intended to perform. On balance, we would be reluctant to conclude that the last fiscal year will be representative of future markets. Rather, we would emphasize the long term and how the Fund’s focus on historically low correlation assets has continued to mitigate some of the risk of a “core plus more” portfolio of stocks and bonds, which is the ultimate goal of our strategy.

There is no guarantee that the Fund will meet its objective.

Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic and market risk.

Investing in the securities of small and mid-sized companies involves greater risks and price volatility than larger, more established companies.

Concentrating investments in REITs involves certain risks such as refinancing, property value changes and management skill.

The Fund’s use of asset class allocations does not assure or guarantee better performance and cannot eliminate the risk of investment loss.

Before investing, you should carefully read the applicable risk disclosure for each of the underlying funds, which can be found in the current prospectus.

Lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. Sector ETFs are subject to sector risks and non-diversification risks, which may result in greater price fluctuations than the overall market. Because the Fund invests in ETFs, it indirectly bears its proportionate share of the operating expenses of the underlying funds. Indirectly, the Fund is subject to all risks associated with the underlying ETFs.

Investing in funds that use leverage, short selling, futures, options and/or derivatives may expose the fund to additional risks. Commodity or commodity-related equity prices may fluctuate widely over short time periods.

Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2011.


Equity Funds	60	%
Exchange-Traded Funds	32
Fixed Income Funds	7
Other (includes short-term investments)	1

Total	100	%

For information regarding the indexes and certain investment
terms, see Key Investment Terms starting on page 5.

ALTERNATIVES DIVERSIFIER FUND (continued)

Average Annual Total Returns¹for periods ended 9/30/11

Since

Inception

1 year

5 year

Inception

Date

Class A Shares at NAV²

-2.12

-0.14

1.00

11/30/05

Class A Shares at POP^3,4

-7.75

-1.32

-0.02

11/30/05

Class C Shares at NAV²and with CDSC⁴

-2.82

-0.88

0.25

11/30/05

Class I Shares at NAV

-1.89

—

4.41

10/1/09

S&P 500^{^®}Index

1.14

-1.18

—

⁵

—

Alternatives Diversifier Composite Index

0.61

1.00

—

⁶

—

Fund Expense Ratios⁷: A Shares: Gross 0.65%, Net 0.20%; C Shares: Gross 1.40%, Net 0.20%; I Shares: Gross 0.40%, Net 0.20%.


¹		Total returns are historical and include changes in share price and the reinvestment of both dividends and capital gains distributions.

²		“NAV” (Net Asset Value) total returns do not include the effect of any sales charge.

³		“POP” (Public Offering Price) total returns include the effect of the maximum front-end 5.75% sales charge.

⁴		“CDSC” (Contingent Deferred Sales Charge) is applied to redemptions of certain classes of shares that do not have a sales charge applied at the time of purchase. CDSC charges for certain redemptions of Class A shares made within 18 months of purchase in which a finder’s fee was paid and all redemptions of Class C shares within the first year are 1% and 0% thereafter.

⁵		The index performance for Class A and Class C (since 11/30/05) is 0.39% and for Class I (since 10/1/09) is 6.95%.

⁶		The index performance for Class A and Class C (since 11/30/05) is 2.82% and for Class I (since 9/30/09) is 4.94%.

⁷		The expense ratios of the Fund are set forth according to the prospectus for the Fund effective January 31, 2011, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the financial highlights for more current expense ratios. Net Expense: Expenses reduced by voluntary fee waiver which may be discontinued at any time and does not reflect 12b-1 expenses. Gross Expense: Does not reflect the effect of the voluntary fee waiver. Expense ratios do not reflect fees and expenses associated with the underlying funds.

Growth of $10,000 For periods ended 9/30

This chart assumes an initial investment of $10,000 made on November 30, 2005 (inception date of the Fund), for Class A and Class C shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance
does not reflect the expenses associated with active management of an actual portfolio.

VIRTUS ALLOCATOR PREMIUM ALPHASECTOR^SM FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
EXCHANGE-TRADED FUNDS—97.8%
Consumer Staples Select Sector SPDR Fund		187,980	$	5,583
Health Care Select Sector SPDR Fund		175,480		5,566
iShares Dow Jones US Real Estate Index Fund		60,280		3,048
iShares iBoxx Investment Grade Corporate Bond Fund		55,740		6,262
iShares Lehman 7-10 Year Treasury Bond Fund		62,360		6,552
iShares MSCI Emerging Markets Index Fund		49,350		1,731
iShares S&P National Municipal Bond Fund		58,691		6,259
SPDR Barclays Capital 1-3 Month Treasury Bill Fund⁽²⁾		475,220		21,789
Utilities Select Sector SPDR Fund		166,540		5,603
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $62,794)				62,393
TOTAL LONG-TERM INVESTMENTS—97.8% (Identified Cost $62,794)				62,393
SHORT-TERM INVESTMENTS—0.3%
Money Market Mutual Funds—0.3%
Dreyfus Cash Management Fund — Institutional Shares (seven-day effective yield 0.050%)		163,313		163
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $163)				163
TOTAL INVESTMENTS—98.1% (Identified Cost $62,957)				62,556	⁽¹⁾
Other assets and liabilities, net—1.9%				1,197

NET ASSETS—100.0%			$	63,753

Abbreviation:

SPDR S&P Depositary Receipt

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Non-income producing.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2011 (see Security Valuation Note 2A in the Notes to Financial Statements).


	Total Value		Level 1 –
	at		Quoted
	September 30, 2011		Prices
Investments in Securities:
Equity Securities:
Exchange-Traded Funds	$	62,393	$	62,393
Short-Term Investments		163		163

Total Investments	$	62,556	$	62,556

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

VIRTUS ALPHASECTOR^SM ROTATION FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
EXCHANGE-TRADED FUNDS—99.1%
Consumer Staples Select Sector SPDR Fund		3,446,260	$	102,354
SPDR Barclays Capital 1-3 Month Treasury Bill Fund⁽²⁾		4,470,360		204,966
Utilities Select Sector SPDR Fund		3,092,900		104,045
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $401,138)				411,365
TOTAL LONG-TERM INVESTMENTS—99.1% (Identified Cost $401,138)				411,365
SHORT-TERM INVESTMENTS—0.6%
Money Market Mutual Funds—0.6%
BlackRock Liquidity Funds TempFund Portfolio — Institutional Shares (seven-day effective yield 0.090%)		2,568,151		2,568
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $2,568)				2,568
TOTAL INVESTMENTS—99.7% (Identified Cost $403,706)				413,933	⁽¹⁾
Other assets and liabilities, net—0.3%				1,078

NET ASSETS—100.0%			$	415,011

Abbreviation:

SPDR S&P Depositary Receipt

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Non-income producing.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2011 (see Security Valuation Note 2A in the Notes to Financial Statements).


	Total Value		Level 1 –
	at		Quoted
	September 30, 2011		Prices
Investments in Securities:
Equity Securities:
Exchange-Traded Funds	$	411,365	$	411,365
Short-Term Investments		2,568		2,568

Total Investments	$	413,933	$	413,933

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

VIRTUS GLOBAL PREMIUM ALPHASECTOR^SMFUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
EXCHANGE-TRADED FUNDS—99.4%
Consumer Staples Select Sector SPDR Fund		100,220	$	2,976
Health Care Select Sector SPDR Fund		93,510		2,966
iShares MSCI Emerging Markets Index Fund		26,290		922
SPDR Barclays Capital 1-3 Month T-Bill⁽²⁾		217,050		9,952
Utilities Select Sector SPDR Fund		88,730		2,985

TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $20,011)				19,801

TOTAL LONG-TERM INVESTMENTS—99.4% (Identified Cost $20,011)				19,801


SHORT-TERM INVESTMENTS—1.5%

Money Market Mutual Funds—1.5%
Dreyfus Cash Management Fund — Institutional Shares (seven-day effective yield 0.050%)		290,853		291

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $291)				291

TOTAL INVESTMENTS—100.9% (Identified Cost $20,302)				20,092	⁽¹⁾
Other assets and liabilities, net—(0.9)%				(175	)

NET ASSETS—100.0%			$	19,917

Abbreviation:

SPDR S&P Depositary Receipt

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Non-income producing.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2011 (see Security Valuation Note 2A in the Notes to Financial Statements).


	Total Value		Level 1 –
	at		Quoted
	September 30, 2011		Prices
Investments in Securities:
Equity Securities:
Exchange-Traded Funds	$	19,801	$	19,801
Short-Term Investments		291		291

Total Investments	$	20,092	$	20,092

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

VIRTUS PREMIUM ALPHASECTOR^SMFUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
EXCHANGE-TRADED FUNDS—99.9%
Consumer Staples Select Sector SPDR Fund		18,226,690	$	541,333
Health Care Select Sector SPDR Fund		17,009,670		539,547
SPDR Barclays Capital 1-3 Month Treasury Bill Fund⁽²⁾		11,847,240		543,196
Utilities Select Sector SPDR Fund		16,146,180		543,157
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $2,157,639)				2,167,233

TOTAL LONG-TERM INVESTMENTS—99.9% (Identified Cost $2,157,639)				2,167,233


SHORT-TERM INVESTMENTS—0.7%

Money Market Mutual Funds—0.7%
BlackRock Liquidity Funds TempFund Portfolio — Institutional Shares (seven-day effective yield 0.090%)		15,443,808		15,444

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $15,444)				15,444

TOTAL INVESTMENTS—100.6% (Identified Cost $2,173,083)				2,182,677	⁽¹⁾
Other assets and liabilities, net—(0.6)%				(12,029	)

NET ASSETS—100.0%			$	2,170,648

Abbreviation:

SPDR S&P Depositary Receipt

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Non-income producing.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2011 (see Security Valuation Note 2A in the Notes to Financial Statements).


	Total Value		Level 1 –
	at		Quoted
	September 30, 2011		Prices
Investments in Securities:
Equity Securities:
Exchange-Traded Funds	$	2,167,233	$	2,167,233
Short-Term Investments		15,444		15,444

Total Investments	$	2,182,677	$	2,182,677

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

VIRTUS ALTERNATIVES DIVERSIFIER FUND
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2011

($ reported in thousands)


	SHARES		VALUE
MUTUAL FUNDS⁽³⁾—67.7%
Equity Funds—60.4%
Virtus Global Commodities Stock Fund Class I⁽²⁾		1,851,855	$	15,130
Virtus Global Infrastructure Fund Class I		2,564,717		28,135
Virtus International Real Estate Securities Fund Class I		3,378,997		17,672
Virtus Market Neutral Fund Class I		2,786,627		25,414
Virtus Real Estate Securities Class I		907,132		23,612

				109,963

Fixed Income Funds—7.3%
Virtus Senior Floating Rate Fund Class I		1,433,964		13,293
TOTAL MUTUAL FUNDS (Identified Cost $125,975)				123,256
EXCHANGE-TRADED FUNDS—31.9%
PowerShares DB Commodity Index Tracking Fund⁽²⁾		1,358,800		34,962
PowerShares DB G10 Currency Harvest Fund⁽²⁾		1,005,200		23,069

TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $57,747)				58,031

TOTAL LONG-TERM INVESTMENTS—99.6% (Identified Cost $183,722)				181,287


SHORT-TERM INVESTMENTS—0.3%

Money Market Mutual Funds—0.3%
BlackRock Liquidity Funds TempFund Portfolio — Institutional Shares (seven-day effective yield 0.090%)		605,875		606

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $606)				606

TOTAL INVESTMENTS—99.9% (Identified Cost $184,328)				181,893	⁽¹⁾
Other assets and liabilities, net—0.1%				116

NET ASSETS—100.0%			$	182,009

Footnote Legend:


⁽¹⁾		Federal Income Tax Information: For tax information at September 30, 2011, see Note 11, Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾		Non-income producing.

⁽³⁾		Affiliated Fund.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2011 (see Security Valuation Note 2A in the Notes to Financial Statements).


	Total Value		Level 1 –
	at		Quoted
	September 30, 2011		Prices
Investments in Securities:
Equity Securities:
Exchange-Traded Funds	$	58,031	$	58,031
Mutual Funds		123,256		123,256
Short-Term Investments		606		606

Total Investments	$	181,893	$	181,893

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2011

(Reported in thousands except shares and per share amounts)


	Allocator Premium
	AlphaSector^SM
	Fund
Assets
Investment in securities at value⁽¹⁾	$	62,556
Investments in affiliated funds at value⁽²⁾		—
Receivables
Investment securities sold		—
Fund shares sold		3,288
Receivable from adviser		—
Dividends and interest receivable		1
Prepaid expenses		23

Total assets		65,868

Liabilities
Cash overdraft		1
Payables
Fund shares repurchased		10
Investment securities purchased		2,000
Investment advisory fee		36
Distribution and service fees		25
Administration fee		6
Transfer agent fees and expenses		1
Trustees’ fee and expenses		—	⁽³⁾
Professional fee		20
Other accrued expenses		16

Total liabilities		2,115

Net Assets	$	63,753

Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	66,443
Accumulated undistributed net investment income (loss)		141
Accumulated undistributed net realized gain (loss)		(2,430	)
Net unrealized appreciation (depreciation) on investments		(401	)

Net Assets	$	63,753

Class A
Net asset value (net assets/shares outstanding) per share	$	9.69
Maximum offering price per share NAV/(1—5.75%)	$	10.28
Shares of beneficial interest outstanding, no par value, unlimited authorization		1,262,052
Net Assets	$	12,232
Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	9.66
Shares of beneficial interest outstanding, no par value, unlimited authorization		3,353,573
Net Assets	$	32,390
Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	9.71
Shares of beneficial interest outstanding, no par value, unlimited authorization		1,970,572
Net Assets	$	19,131
⁽¹⁾ Investment in securities at cost	$	62,957
⁽²⁾ Investments in affiliated funds at cost	$	—
⁽³⁾ Amount is less than $500.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
STATEMENT OF CHANGES IN NET ASSETS (Continued)

($ reported in thousands)


	Premium AlphaSector^SM Fund
				From Inception
	Year Ended			July 1, 2010, to
	September 30,			September 30,
	2011			2010
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	8,598		$	604
Net realized gain (loss)		(147,183	)		(217	)
Net change in unrealized appreciation (depreciation)		5,392			4,202

Increase (decrease) in net assets resulting from operations		(133,193	)		4,589

From Distributions to Shareholders
Net investment income, Class A		(3,020	)		—
Net investment income, Class C		(406	)		—
Net investment income, Class I		(2,383	)		—
Net realized short-term gains, Class A		(309	)		—
Net realized short-term gains, Class C		(121	)		—
Net realized short-term gains, Class I		(133	)		—

Decrease in net assets from distributions to shareholders		(6,372	)		—

From Share Transactions (See Note 5)
Change in net assets from share transactions, Class A		925,913			86,114
Change in net assets from share transactions, Class C		457,390			28,722
Change in net assets from share transactions, Class I		783,581			23,904

Increase (decrease) in net assets from share transactions		2,166,884			138,740

Net increase (decrease) in net assets		2,027,319			143,329
Net Assets
Beginning of period		143,329			—

End of period	$	2,170,648		$	143,329

Accumulated undistributed net investment income (loss) at end of period	$	3,393		$	604

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD


						Capital Gains
			Net Investment			Distributions					Total from			Dividends from
	Net Asset Value,		Income			Received from Affiliated		Net Realized and			Investment			Net Investment			Distributions from						Change in Net
	Beginning of Period		(Loss)⁽²⁾			Funds⁽²⁾		Unrealized Gain (Loss)			Operations			Income			Net Realized Gains			Total Distributions			Asset Value
Allocator Premium AlphaSector^SMFund
Class A
3/15/11⁽⁶⁾to 9/30/11	$	10.00		0.07			—		(0.38	)		(0.31	)		—			—			—			(0.31	)
Class C
3/15/11⁽⁶⁾to 9/30/11	$	10.00		0.02			—		(0.36	)		(0.34	)		—			—			—			(0.34	)
Class I
3/15/11⁽⁶⁾to 9/30/11	$	10.00		0.10			—		(0.39	)		(0.29	)		—			—			—			(0.29	)
AlphaSector^SM Rotation Fund
Class A
10/1/10 to 9/30/11	$	10.18		0.11			—		0.54			0.65			(0.16	)		—			(0.16	)		0.49
10/1/09 to 9/30/10		9.34		0.14			—		0.76			0.90			(0.06	)		—			(0.06	)		0.84
10/1/08 to 9/30/09		9.95		0.15			—		(0.48	)		(0.33	)		(0.15	)		(0.13	)		(0.28	)		(0.61	)
10/1/07 to 9/30/08		12.81		0.18			0.29		(2.92	)		(2.45	)		(0.24	)		(0.17	)		(0.41	)		(2.86	)
8/1/07 to 9/30/07		12.91		0.02			—		0.53			0.55			(0.03	)		(0.62	)		(0.65	)		(0.10	)
8/1/06 to 7/31/07		11.89		0.20			0.60		0.86			1.66			(0.42	)		(0.22	)		(0.64	)		1.02
Class C
10/1/10 to 9/30/11	$	10.09		0.04			—		0.52			0.56			(0.09	)		—			(0.09	)		0.47
10/1/09 to 9/30/10		9.29		0.07			—		0.75			0.82			(0.02	)		—			(0.02	)		0.80
10/1/08 to 9/30/09		9.88		0.08			—		(0.45	)		(0.37	)		(0.09	)		(0.13	)		(0.22	)		(0.59	)
10/1/07 to 9/30/08		12.74		0.09			0.30		(2.92	)		(2.53	)		(0.16	)		(0.17	)		(0.33	)		(2.86	)
8/1/07 to 9/30/07		12.85		—	⁽⁵⁾		—		0.54			0.54			(0.03	)		(0.62	)		(0.65	)		(0.11	)
8/1/06 to 7/31/07		11.84		0.10			0.60		0.86			1.56			(0.33	)		(0.22	)		(0.55	)		1.01
Class I
10/1/10 to 9/30/11	$	10.18		0.14			—		0.54			0.68			(0.19	)		—			(0.19	)		0.49
10/1/09⁽⁶⁾to 9/30/10		9.11		0.20			—		0.94			1.14			(0.07	)		—			(0.07	)		1.07
Global Premium AlphaSector^SMFund
Class A
3/15/11⁽⁶⁾to 9/30/11	$	10.00		0.07			—		(0.63	)		(0.56	)		(0.02	)		—			(0.02	)		(0.58	)
Class C
3/15/11⁽⁶⁾to 9/30/11	$	10.00		0.01			—		(0.61	)		(0.60	)		—	⁽⁵⁾		—			—			(0.60	)
Class I
3/15/11⁽⁶⁾to 9/30/11	$	10.00		0.07			—		(0.63	)		(0.56	)		(0.02	)		—			(0.02	)		(0.58	)

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
FINANCIAL HIGHLIGHTS (Continued)
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD


										Ratio of Gross
					Net Assets,		Ratio of Net Operating			Expenses to Average Net Assets			Ratio of Net
Net Asset Value,					End of Period		Expenses to Average			(before waivers and			Investment Income (Loss)			Portfolio
End of Period		Total Return⁽¹⁾			(in thousands)		Net Assets⁽⁸⁾			reimbursements)⁽⁸⁾			to Average Net Assets			Turnover Rate



$	9.69		(3.10	)%⁽⁴⁾	$	12,232		1.75	%⁽³⁾		2.17	%⁽³⁾		1.35	%⁽³⁾		153	%⁽⁴⁾

$	9.66		(3.40	)%⁽⁴⁾	$	32,390		2.50	%⁽³⁾		2.85	%⁽³⁾		0.43	%⁽³⁾		153	%⁽⁴⁾

$	9.71		(2.90	)%⁽⁴⁾	$	19,131		1.50	%⁽³⁾		2.01	%⁽³⁾		1.82	%⁽³⁾		153	%⁽⁴⁾



$	10.67		6.20	%	$	184,613		1.04	%		1.04	%		0.97	%		134	%
	10.18		9.63			192,375		1.06			1.06			1.41			245
	9.34		(2.81	)		37,722		0.64			0.64			1.80			131
	9.95		(19.66	)		41,396		0.21	⁽⁷⁾		0.45			1.57			23
	12.81		4.23	⁽⁴⁾		58,663		0.26	⁽³⁾		0.49	⁽³⁾		0.72	⁽³⁾		2	⁽⁴⁾
	12.91		14.16			56,857		0.06			0.45			1.54			43

$	10.56		5.49	%	$	144,813		1.71	%		1.79	%		0.33	%		134	%
	10.09		8.79			133,453		1.81			1.81			0.68			245
	9.29		(3.41	)		40,118		1.38			1.38			1.03			131
	9.88		(20.35	)		50,007		0.96	⁽⁷⁾		1.20			0.81			23
	12.74		4.17	⁽⁴⁾		77,181		1.01	⁽³⁾		1.24	⁽³⁾		(0.03	)⁽³⁾		2	⁽⁴⁾
	12.85		13.29			76,049		0.80			1.20			0.79			43

$	10.67		6.56	%	$	85,585		0.82	%		0.82	%		1.26	%		134	%
	10.18		12.63	⁽⁴⁾		112,132		0.83	⁽³⁾		0.83	⁽³⁾		2.04	⁽³⁾		245



$	9.42		(5.62	)%⁽⁴⁾	$	5,467		1.75	%⁽³⁾		2.88	%⁽³⁾		1.23	%⁽³⁾		199	%⁽⁴⁾

$	9.40		(6.09	)%⁽⁴⁾	$	4,885		2.50	%⁽³⁾		3.81	%⁽³⁾		0.17	%⁽³⁾		199	%⁽⁴⁾

$	9.42		(5.59	)%⁽⁴⁾	$	9,565		1.50	%⁽³⁾		2.85	%⁽³⁾		1.37	%⁽³⁾		199	%⁽⁴⁾

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
FINANCIAL HIGHLIGHTS (Continued)
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD


					Capital Gains
			Net Investment		Distributions					Total from			Dividends from
	Net Asset Value,		Income		Received from Affiliated		Net Realized and			Investment			Net Investment			Distributions from						Change in Net
	Beginning of Period		(Loss)⁽²⁾		Funds⁽²⁾		Unrealized Gain (Loss)			Operations			Income			Net Realized Gains			Total Distributions			Asset Value
Premium AlphaSector^SMFund
Class A
10/1/10 to 9/30/11	$	11.17		0.10		—		0.52			0.62			(0.08	)		(0.02	)		(0.10	)		0.52
7/1/10⁽⁶⁾to 9/30/10		10.00		0.12		—		1.05			1.17			—			—			—			1.17
Class C
10/1/10 to 9/30/11	$	11.15		0.02		—		0.51			0.53			(0.04	)		(0.02	)		(0.06	)		0.47
7/1/10⁽⁶⁾to 9/30/10		10.00		0.09		—		1.06			1.15			—			—			—			1.15
Class I
10/1/10 to 9/30/11	$	11.17		0.14		—		0.52			0.66			(0.10	)		(0.02	)		(0.12	)		0.54
7/1/10⁽⁶⁾to 9/30/10		10.00		0.11		—		1.06			1.17			—			—			—			1.17
Alternatives Diversifier Fund
Class A
10/1/10 to 9/30/11	$	10.05		0.21		0.07		(0.49	)		(0.21	)		(0.16	)		—			(0.16	)		(0.37	)
10/1/09 to 9/30/10		9.43		0.18		0.02		0.64			0.84			(0.22	)		—			(0.22	)		0.62
10/1/08 to 9/30/09		10.62		0.13		0.01		(1.22	)		(1.08	)		(0.11	)		—			(0.11	)		(1.19	)
10/1/07 to 9/30/08		11.80		0.10		0.11		(1.25	)		(1.04	)		(0.14	)		—			(0.14	)		(1.18	)
8/1/07 to 9/30/07		11.15		0.03		—		0.69			0.72			(0.01	)		(0.06	)		(0.07	)		0.65
8/1/06 to 7/31/07		10.63		0.18		0.13		0.41	⁽⁹⁾		0.72			(0.20	)		—	⁽⁵⁾		(0.20	)		0.52
Class C
10/1/10 to 9/30/11	$	9.95		0.13		0.07		(0.48	)		(0.28	)		(0.12	)		—			(0.12	)		(0.40	)
10/1/09 to 9/30/10		9.34		0.10		0.02		0.64			0.76			(0.15	)		—			(0.15	)		0.61
10/1/08 to 9/30/09		10.50		0.07		0.01		(1.19	)		(1.11	)		(0.05	)		—			(0.05	)		(1.16	)
10/1/07 to 9/30/08		11.70		0.02		0.12		(1.27	)		(1.13	)		(0.07	)		—			(0.07	)		(1.20	)
8/1/07 to 9/30/07		11.07		0.02		—		0.68			0.70			(0.01	)		(0.06	)		(0.07	)		0.63
8/1/06 to 7/31/07		10.58		0.11		0.14		0.38	⁽⁹⁾		0.63			(0.14	)		—	⁽⁵⁾		(0.14	)		0.49
Class I
10/1/10 to 9/30/11	$	10.06		0.23		0.06		(0.48	)		(0.19	)		(0.17	)		—			(0.17	)		(0.36	)
10/1/09⁽⁶⁾to 9/30/10		9.27		0.18		0.01		0.84			1.03			(0.24	)		—			(0.24	)		0.79

Footnote Legend


⁽¹⁾		Sales charges, where applicable, are not reflected in the total return calculation.

⁽²⁾		Computed using average shares outstanding.

⁽³⁾		Annualized.

⁽⁴⁾		Not annualized.

⁽⁵⁾		Amount is less than $0.005.

⁽⁶⁾		Inception date.

⁽⁷⁾		Due to a change in expense ratio, the ratio shown is a blended expense ratio.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
FINANCIAL HIGHLIGHTS (Continued)
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD


										Ratio of Gross
					Net Assets,		Ratio of Net Operating			Expenses to Average Net Assets			Ratio of Net
Net Asset Value,					End of Period		Expenses to Average			(before waivers and			Investment Income (Loss)			Portfolio
End of Period		Total Return⁽¹⁾			(in thousands)		Net Assets⁽⁸⁾			reimbursements)⁽⁸⁾			to Average Net Assets			Turnover Rate



$	11.69		5.47	%	$	958,603		1.67	%⁽¹⁰⁾		1.67	%		0.80	%		247	%
	11.17		11.70	⁽⁴⁾		88,916		1.70	⁽³⁾		1.83	⁽³⁾		4.64	⁽³⁾		47	⁽⁴⁾

$	11.62		4.68	%	$	457,630		2.38	%⁽¹⁰⁾		2.42	%		0.13	%		247	%
	11.15		11.50	⁽⁴⁾		29,864		2.45	⁽³⁾		2.67	⁽³⁾		3.51	⁽³⁾		47	⁽⁴⁾

$	11.71		5.78	%	$	754,415		1.42	%⁽¹⁰⁾		1.42	%		1.09	%		247	%
	11.17		11.70	⁽⁴⁾		24,549		1.45	⁽³⁾		1.75	⁽³⁾		4.02	⁽³⁾		47	⁽⁴⁾



$	9.68		(2.12	)%	$	79,103		0.45	%		0.65	%		1.96	%		18	%
	10.05		8.91			115,081		0.45			0.75			1.87			4
	9.43		(10.00	)		167,472		0.29			0.58			1.62			20
	10.62		(8.94	)		267,294		0.31			0.52			0.89			32
	11.80		6.45	⁽⁴⁾		109,620		0.34	⁽³⁾		0.54	⁽³⁾		1.74	⁽³⁾		18	⁽⁴⁾
	11.15		6.76			95,230		0.26			0.51			1.61			11

$	9.55		(2.82	)%	$	66,411		1.20	%		1.40	%		1.20	%		18	%
	9.95		8.06			85,330		1.20			1.50			1.07			4
	9.34		(10.55	)		101,083		1.04			1.33			0.91			20
	10.50		(9.71	)		137,964		1.06			1.27			0.14			32
	11.70		6.32	⁽⁴⁾		68,343		1.09	⁽³⁾		1.29	⁽³⁾		0.99	⁽³⁾		18	⁽⁴⁾
	11.07		6.01			60,669		1.01			1.26			0.93			11

$	9.70		(1.89	)%	$	36,495		0.20	%		0.39	%		2.16	%		18	%
	10.06		11.11	⁽⁴⁾		31,732		0.20	⁽³⁾		0.51	⁽³⁾		1.83	⁽³⁾		4


⁽⁸⁾		The Funds will also indirectly bear their prorated share of expenses of the underlying funds in which they invest. Such expenses are not included in the calculation of this ratio.

⁽⁹⁾		The amount shown for a share outstanding throughout the period does not accord with the aggregate net loss on investments for the period because of the sales and repurchases of fund shares in relation to fluctuating market value of the investments of the Fund.

⁽¹⁰⁾		See Note 3C in the Notes to Financial Statements for information on recapture of expense previously waived.

See Notes to Financial Statements

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

Organization

As of the date of this report, 22 funds are offered for sale (each a “Fund”), of which five are reported in this annual report. Each Fund’s investment objective is outlined on the respective Fund’s summary page.

All the Funds offer Class A, Class C, and Class I shares. Class A shares of the Funds are sold with a front-end sales charge of up to 5.75% with some exceptions. Generally, Class A shares are not subject to any charges by the Funds when redeemed; however, a 0.50% — 1% contingent deferred sales charge (“CDSC”) may be imposed on certain redemptions made within a certain period following purchases on which a finder’s fee has been paid. The period for which such CDSC applies for the Funds is 18 months. The CDSC period begins on the last day of the month preceding the month in which the purchase was made.

Class C shares are generally sold with a 1% CDSC if redeemed within one year of purchase. Class I shares are sold without a front-end sales charge or CDSC.

Effective January 1, 2011, Virtus Mutual Funds may impose an annual fee on accounts having balances of less than $2,500. The small account fee may be waived in certain circumstances, as disclosed in the prospectuses and/or statements of additional information. The fees collected will be used to offset certain expenses of the Funds.

Each class of shares has identical voting, dividend, liquidation and other rights and the same terms and conditions, except that each class bears different distribution and/or service fees under a Board-approved 12b-1 and/or shareholder servicing plan and has exclusive voting rights with respect to this plan. Class I shares are not subject to a 12b-1 plan. Income and other expenses and realized and unrealized gains and losses of each Fund are borne pro rata by the holders of each class of shares.

Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and those differences could be significant.

Security valuation:

Security valuation procedures for the Funds have been approved by the Board. All internally fair valued securities, referred to below, are approved by a valuation committee appointed under the direction of the Board.

The Funds utilize a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

	•		Level 1 — quoted prices in active markets for identical securities

	•		Level 2 — prices determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

•

Level 3 — prices determined using significant unobservable inputs (including the valuation committee’s own assumptions in determining the fair value of investments)

A description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value on a recurring basis is as follows:

Certain foreign securities may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that the Fund calculates its net asset value (generally, the close of the New York Stock Exchange (“NYSE”)) that may impact the value of securities traded in these foreign markets. In such cases the Funds fair value foreign securities using an independent pricing service which considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as ADR’s, financial futures, ETFs, and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.

Debt securities, including restricted securities, are valued based on evaluated quotations received from independent pricing services or from dealers who make markets in such securities. For most bond types, the pricing service utilizes matrix pricing which considers one or more of the following factors: yield or price of bonds of comparable quality, coupon, maturity, current cash flows, type, and current day trade information, as well as dealer supplied prices. These valuations are generally categorized as Level 2 in the hierarchy. Structured debt instruments such as mortgage-backed and asset-backed Securities may also incorporate collateral analysis and utilize cash flow models for valuation and are generally categorized as Level 2 in the hierarchy. Pricing services do not provide pricing for all securities and therefore indicative bids from dealers are utilized which are based on pricing models used by market makers in the security and are generally categorized as Level 2 in the hierarchy. Debt securities that are not widely traded, are illiquid, or are internally fair valued by the valuation committee are generally categorized as Level 3 in the hierarchy.

Listed derivatives that are actively traded are valued based on quoted prices from the exchange and are categorized as Level 1 in the hierarchy. Over the counter (“OTC”) derivative contracts, which include Forward Currency Contracts and Equity Linked Instruments, do not require material subjectivity as pricing inputs are observed from actively quoted markets and are categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds are valued at their closing net asset value determined as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern time) each business day and are categorized as Level 1 in the hierarchy.

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

Short-term Notes having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market and are generally categorized as Level 2 in the hierarchy.

A summary of the inputs used to value the Funds’ major categories of assets and liabilities, which primarily includes investments of the Fund, by each major security type is disclosed at the end of the Schedule of Investments for each Fund. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

	B.		Security transactions and related income:

			Security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date, or in the case of certain foreign securities, as soon as the Fund is notified. Interest income is recorded on the accrual basis. Each Fund amortizes premiums and accretes discounts using the effective interest method. Realized gains and losses are determined on the identified cost basis.

	C.		Income taxes:

			Each Fund is treated as a separate taxable entity. It is the intent of each Fund to comply with the requirements of Subchapter M of the Internal Revenue Code and to distribute substantially all of its taxable income to its shareholders. Therefore, no provision for federal income taxes or excise taxes has been made.

			The Trust may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. Each Fund will accrue such taxes and recoveries as applicable based upon current interpretations of the tax rules and regulations that exist in the markets in which it invests.

			Management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. As of September 30, 2011, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2008 forward (with limited exceptions).

	D.		Distributions to shareholders:

			Distributions are recorded by each Fund on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences may include the treatment of non-taxable dividends, market premium and discount, non-deductible expenses, expiring capital loss carryovers, foreign currency gain or loss, gain or loss on futures contracts, partnerships, operating losses and losses deferred due to wash sales. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to capital paid in on shares of beneficial interest.

	E.		Expenses:

			Expenses incurred by the Trust with respect to more than one Fund are allocated in proportion to the net assets of each Fund, except where allocation of direct expense to each Fund or an alternative allocation method can be more appropriately used.

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

In addition to the Net Annual Operating Expenses that the Funds bear directly, the shareholders of the Funds indirectly bear the pro-rata expenses of the underlying mutual funds in which certain funds invest.

	F.		Securities lending:

			Certain Funds may loan securities to qualified brokers through an agreement with Bank of New York Mellon (“BNY Mellon”), the Funds’ custodian. Under the terms of agreement, each such Fund is required to maintain collateral with a market value not less than 100% of the market value of loaned securities. Collateral is adjusted daily in connection with changes in the market value of securities on loan. Collateral may consist of cash and securities issued by the U.S. Government. Cash collateral is invested in a short-term money market fund. Dividends earned on the collateral and premiums paid by the broker are recorded as income by the Fund net of fees and rebates charged by BNY Mellon for its service as securities lending agent and in connection with this securities lending program. Lending portfolio securities involves a risk of delay in the recovery of the loaned securities or in the declining value of the collateral. At September 30, 2011, the Funds had no securities on loan.

Investment Advisory Fee and Related Party Transactions

($ reported in thousands except as noted)

	A.		Adviser:

			Virtus Investment Advisers, Inc. (“VIA,” the “Adviser”), an indirect wholly-owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”), is the Adviser to the Trust. For managing, or directing the management of, the investments of each Fund, the Adviser is entitled to a fee based upon the following annual rates:

Allocator Premium AlphaSector^SMFund — 1.10% for the first $2 billion, 1.05% for over $2 billion up to $4 billion and 1.00% for average daily net assets over $4 billion.

AlphaSector^SMRotation Fund — 0.45% of the first $1 billion of the average daily net assets and 0.40% of average daily net assets over $1 billion.

Global Premium AlphaSector^SMFund — 1.10% for the first $2 billion, 1.05% for over $2 billion up to $4 billion and 1.00% for average daily net assets over $4 billion.

Premium AlphaSector^SMFund — 1.10% of the average daily net assets.

Alternatives Diversifier Fund — for the period of October 1, 2010 through November 30, 2010, the rate was 0.10% of the average daily net assets. Effective December 1, 2010, the adviser has discontinued this fee.

The Adviser manages the Funds’ investment programs and general operations of the Funds, including oversight of the Funds’ subadvisers.

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

	B.		Subadviser:

			The subadvisers manage the investments of the Funds for which they are paid a fee by the Adviser. The subadvisers with respect to the Funds they serve are as follows:


		Subadviser
Allocator Premium AlphaSector^SMFund		F-Squared LLC⁽¹⁾⁽³⁾, Euclid⁽⁴⁾
AlphaSector^SMRotation Fund		F-Squared Inc.⁽²⁾⁽³⁾, Euclid⁽⁴⁾
Global Premium AlphaSector^SMFund		F-Squared LLC⁽¹⁾⁽³⁾, Euclid⁽⁴⁾
Premium AlphaSector^SMFund		F-Squared LLC⁽¹⁾⁽³⁾, Euclid⁽⁴⁾
Alternatives Diversifier Fund		Euclid⁽⁴⁾


⁽¹⁾		F-Squared Institutional Advisors, LLC (“F-Squared LLC”)

⁽²⁾		F-Squared Investments, Inc. (“F-Squared Inc.”)

⁽³⁾		F-Squared Inc. and/or F-Squared LLC (collectively “F-Squared”) provides Euclid (prior to September 30, 2011, VIA) with a proposed asset allocation among ETFs. Final allocations and trading for each Fund is conducted by VIA based on F-Squared’s recommendations.

⁽⁴⁾		Euclid Advisors LLC, an indirect wholly-owned subsidiary of Virtus, was added effective September 30, 2011.

	C.		Expense Limits and Fee Waivers:

			The Adviser has voluntarily agreed to limit each Fund’s total operating expenses (excluding acquired Fund fees and expenses, taxes and extraordinary expenses), so that such expenses do not exceed the below percentages of the average daily net asset values for the following Funds. The Adviser may discontinue these voluntary expense caps at any time.


	Class A			Class C			Class I
Alternatives Diversifier Fund^†		0.20	%		0.20	%		0.20	%
Premium AlphaSector^SMFund^‡		1.70			2.45			1.45


^†		Excluding 12b-1 fees.

^‡		For the period of October 1, 2010 through June 30, 2011, the expense limitation was contractual.

The Adviser has contractually agreed to limit the following Funds’ total operating expenses (excluding acquired Fund fees and expenses, interest, taxes, and extraordinary expenses).


										Through
	Class A			Class C			Class I			Date
Allocator Premium AlphaSector^SMFund^‡		1.75	%		2.50	%		1.50	%		3/31/12
Global Premium AlphaSector^SMFund^‡		1.75			2.50			1.50			3/31/12

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011


	Expiration Date
	2012		2013		2014		Total
Allocator Premium AlphaSector^SMFund	$	—	$	—	$	54	$	54
Global Premium AlphaSector^SMFund		—		—		60		60
Alternatives Diversifier Fund		775		770		435		1,980


*		The Premium AlphaSector Fund has recaptured $24 (reported in thousands) the entire amount available to recapture in the current fiscal year.

	D.		Distributor:

			VP Distributors, LLC (“VP Distributors”), an indirect wholly-owned subsidiary of Virtus, the distributor of each Fund’s shares, has advised the Funds that for the fiscal year (the “period”) ended September 30, 2011, it retained Class A net commissions of $985 and deferred sales charges of $13; and Class C deferred sales charges of $158. In addition, each Fund pays VP Distributors distribution and/or service fees under Board-approved 12b-1 and shareholder service plans as a percentage of the average daily net assets of each respective class at the annual rates as follows: Class A shares 0.25%⁽¹⁾; Class C shares 1.00%⁽²⁾; Class I shares are not subject to a 12b-1 plan.

			Under certain circumstances, shares of certain Virtus Mutual Funds may be exchanged for shares of the same class of certain other Virtus Mutual Funds on the basis of the relative net asset values per share at the time of the exchange. On exchanges with share classes that carry a CDSC fee, the CDSC schedule of the original shares purchased continues to apply.

⁽¹⁾		The Funds invest in ETFs. In addition the Funds bear their proportionate share of any distribution and shareholder servicing fees of the ETFs.

⁽²⁾		The Funds’ distributor has contractually agreed to waive its 12b-1 fees applicable to Class C Shares to the extent that the Funds’ investments in underlying ETFs with their own 12b-1 fees would otherwise cause the total 12b-1 fees paid directly or indirectly by the Fund to exceed the limits set forth in applicable law or regulation.


	E.		Administration and Transfer Agent Services:

			VP Distributors serves as the Administrator to the Trust. For the period ended September 30, 2011, VP Distributors received administration fees totaling $1,838 which are included in the Statement of Operations. A portion of these fees is paid to outside entities that also provide services to the Funds.

			VP Distributors also serves as the Trust’s transfer agent. For the period ended September 30, 2011, VP Distributors received transfer agent fees totaling $2,407 which are included in the Statements of Operations. A portion of these fees is paid to outside entities that also provide services to the Funds.

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

($ reported in thousands, except as noted)

	F.		Affiliated Shareholders:

			At September 30, 2011, Virtus, its affiliates, Bank of Montreal (“BoM”) (a minority investor in Virtus) and its affiliates, and the retirement plans of Virtus and its affiliates, held shares of the Funds which may be redeemed at any time that aggregated the following:


	Aggregate		Net Asset
	Shares		Value
Global Premium AlphaSector^SMFund Class I		80,176	$	755

	G.		Investments in Affiliates:

			A summary of the Alternatives Diversifier Fund’s total long-term and short-term purchases and sales of the Class I shares of the underlying Funds during the period ended September 30, 2011 is as follows:


	Balance		Purchases⁽¹⁾		Sales Proceeds
	at		10/1/10 –		10/1/10 –
	9/30/10		9/30/11		9/30/11
Global Commodities Stock Fund	$	—	$	18,000		—
Global Infrastructure Fund		34,691		999		8,410
International Real Estate Securities Fund		23,845		4,643		6,900
Market Neutral Fund		45,358		1,226		15,950
Real Estate Securities Fund		22,889		4,548		3,300
Senior Floating Rate Fund		22,790		1,488		10,275

	$	149,573	$	30,904	$	44,835


					Distributions
			Dividend		of Realized
	Balance		Income		Gains
	at		10/1/10 –		10/1/10 –
	9/30/11		9/30/11		9/30/11
Global Commodities Stock Fund	$	15,130	$	—	$	—
Global Infrastructure Fund		28,135		999		—
International Real Estate Securities Fund		17,672		2,393		—
Market Neutral Fund		25,414		—		1,226
Real Estate Securities Fund		23,612		298		—
Senior Floating Rate Fund		13,293		1,310		178

	$	123,256	$	5,000		1,404


⁽¹⁾		Includes reinvested dividends from income and capital gain distributions.

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011


	AlphaSector^SM Rotation Fund
	Year Ended						Year Ended
	September 30, 2011						September 30, 2010
	SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		7,622		$	84,771			23,021		$	229,246
Reinvestment of distributions		229			2,572			78			733
Plan of Reorganization (See Note 8)		1,740			20,108			—			—
Shares repurchased		(11,171	)		(123,434	)		(8,246	)		(80,458	)

Net Increase / (Decrease)		(1,580	)	$	(15,983	)		14,853		$	149,521

Class C
Sale of shares		3,894		$	43,337			11,903		$	117,490
Reinvestment of distributions		68			751			5			54
Plan of Reorganization (See Note 8)		1,628			18,644			—			—
Shares repurchased		(5,104	)		(56,032	)		(3,000	)		(28,780	)

Net Increase / (Decrease)		486		$	6,700			8,908		$	88,764

Class I
Sale of shares		5,668		$	63,210			12,711		$	126,049
Reinvestment of distributions		65			725			19			176
Plan of Reorganization (See Note 8)		216			2,500			—			—
Shares repurchased		(8,935	)		(97,193	)		(1,720	)		(16,552	)

Net Increase / (Decrease)		(2,986	)	$	(30,758	)		11,010		$	109,673


	Global Premium AlphaSector^SM Fund
	From Inception
	March 15, 2011 to
	September 30, 2011
	SHARES			AMOUNT
Class A
Sale of shares		598		$	6,114
Reinvestment of distributions		1			7
Shares repurchased		(18	)		(170	)

Net Increase / (Decrease)		581		$	5,951

Class C
Sale of shares		539		$	5,406
Reinvestment of distributions		—			—
Shares repurchased		(19	)		(181	)

Net Increase / (Decrease)		520		$	5,225

Class I
Sale of shares		1,030		$	10,337
Reinvestment of distributions		1			7
Shares repurchased		(16	)		(149	)

Net Increase / (Decrease)		1,015		$	10,195

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011


	Premium AlphaSector^SM Fund
							From Inception
	Year Ended						July 1, 2010 to
	September 30, 2011						September 30, 2010
	SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		90,727		$	1,127,913			8,409		$	90,954
Reinvestment of distributions		237			2,973			—			—
Shares repurchased		(16,918	)		(204,973	)		(451	)		(4,840	)

Net Increase / (Decrease)		74,046		$	925,913			7,958		$	86,114

Class C
Sale of shares		39,177		$	487,360			2,697		$	28,909
Reinvestment of distributions		34			421			—			—
Shares repurchased		(2,496	)		(30,391	)		(17	)		(187	)

Net Increase / (Decrease)		36,715		$	457,390			2,680		$	28,722

Class I
Sale of shares		72,514		$	906,893			2,291		$	24,912
Reinvestment of distributions		120			1,516			—			—
Shares repurchased		(10,385	)		(124,828	)		(94	)		(1,008	)

Net Increase / (Decrease)		62,249		$	783,581			2,197		$	23,904


	Alternatives Diversifier Fund
	Year Ended						Year Ended
	September 30, 2011						September 30, 2010
	SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		1,812		$	19,407			4,042		$	39,056
Reinvestment of distributions		134			1,411			295			2,845
Shares repurchased		(5,231	)		(55,755	)		(10,636	)		(101,864	)

Net Increase / (Decrease)		(3,285	)	$	(34,937	)		(6,299	)	$	(59,963	)

Class C
Sale of shares		736		$	7,804			1,406		$	13,424
Reinvestment of distributions		57			593			96			927
Shares repurchased		(2,417	)		(25,456	)		(3,747	)		(35,716	)

Net Increase / (Decrease)		(1,624	)	$	(17,059	)		(2,245	)	$	(21,365	)

Class I
Sale of shares		2,273		$	24,383			4,673		$	44,596
Reinvestment of distributions		25			261			9			84
Shares repurchased		(1,692	)		(18,067	)		(1,527	)		(14,718	)

Net Increase / (Decrease)		606		$	6,577			3,155		$	29,962

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

6.		10% Shareholders

		As of September 30, 2011, the Funds had individual shareholder accounts and/or omnibus shareholder accounts (comprised of a group of individual shareholders), which in each case individually amounted to more than 10% of the total shares outstanding of the Fund as detailed below.


	% of Shares			Number of
	Outstanding			Accounts
Allocator Premium AlphaSector^SMFund		11	%		1
AlphaSector^SMRotation Fund		37			3
Global Premium AlphaSector^SMFund		26			1
Premium AlphaSector^SMFund		26			2
Alternatives Diversifier Fund†		12			1


†		The Alternatives Diversifier Fund does not invest in the underlying funds for the purpose of exercising management or control; however, investments made by the Fund within each of its principal investment strategies may represent a significant portion of an underlying fund’s net assets. At September 30, 2011, the Fund was the owner of record of approximately 95% of the Global Commodities Stock Fund, 64% of the International Real Estate Securities Fund, 68% of the Market Neutral Fund and 45% of the Global Infrastructure Fund.

7.		Credit Risk and Asset Concentration

		Certain Funds may invest a high percentage of their assets in specific sectors of the market in their pursuit of a greater investment return. Fluctuations in these sectors of concentration may have a greater impact on a Fund, positive or negative, than if a Fund did not concentrate its investments in such sectors.

8.		Plan of Reorganization

		(All amounts except for the per share amounts are reported in thousands)

		At the Board Meeting held on November 17, 2010, all of the Trustees of the Virtus Opportunities Trust on behalf of Virtus AlphaSector^SMAllocation Fund (“AlphaSector^SMAllocation,” the “Merging Fund”) including the Disinterested Trustees, considered and approved The Agreement and Plan of Reorganization (The “Plan”) as set forth. In the reorganization, all of the assets of the Merging Fund were acquired by AlphaSector^SMRotation (“AlphaSector Rotation”, the “Acquiring Fund”) in exchange for Class A, Class C and Class I shares of AlphaSector^SMRotation and the assumption of the liabilities of Merging Fund (the “Reorganization”). Class A, Class C and Class I shares of the Acquiring Fund were distributed to each shareholder in liquidation of Merging Fund. The purpose of the transaction was to eliminate the offering of overlapping Funds with similar investment objectives and similar investment strategies within the Trust, while simultaneously creating economies of scale for the surviving Fund that were intended to lower Fund expenses. For financial reporting purposes, assets received and shares issued by the Acquiring Fund were recorded at fair value; however, the cost basis of the investments received from the Merging Fund was carried forward to align ongoing reporting of the Acquiring Fund with respect to realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. The acquisitions were accomplished by a tax-free exchange of shares on March 25, 2011.

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

Net Asset

Value of

Merging

Shares

Acquiring

Shares

Converted

Fund

Outstanding

Fund

Converted

Shares

AlphaSector^SM

Allocation

Class A

1,780

Rotation

Class A

1,740

20,108

Class C

1,653

Class C

1,628

18,644

Class I

221

Class I

216

2,500

The net assets and net unrealized appreciation (depreciation) immediately before the acquisition were as follows:

Unrealized

Merging

Appreciation

Acquiring

Fund

Net Assets

(Depreciation)

Fund

Net Assets

AlphaSector^SM

Allocation

41,252

4,809

Rotation

447,106

Assuming the acquisition had been completed on October 1, 2010, AlphaSector^SMRotation’s results of operations for the year ended September 30, 2011, would have been as follows:


Net investment income (loss)	$	4,129	^(a)
Net gain (loss) on investments	$	25,844	^(b)
Net increase (decrease) in assets from operations	$	29,973


^(a)		$3,835, as reported in the Statement of Operations, plus $294 Net Investment Income from AlphaSector^SMAllocation pre-merger.

^(b)		$19,064, as reported in the Statement of Operations, plus $6,780 Net Realized and Unrealized Gain (Loss) on Investments from AlphaSector^SMAllocation pre-merger.

Because both AlphaSector^SMAllocation and AlphaSector^SMRotation sold and redeemed shares throughout the period, providing pro-forma information on a per-share basis is not feasible. Because the combined Funds have been managed as an integrated single Fund since the completion date it is also not feasible to separate the income/(losses) and gains/(losses) of the merged AlphaSector^SMAllocation Fund that have been included in the acquiring AlphaSector^SMRotation Fund’s Statement of Operations since March 25, 2011.

9. Indemnifications

Under the Funds’ organizational documents, its Trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, the Funds enter into contracts that contain a variety of indemnifications. The Funds’ maximum exposure under these arrangements is unknown. However, the Funds have not had prior claims or losses pursuant to these arrangements.

10.		Exemptive Order

		On June 5, 2006, the SEC issued an order under Section 12(d) (1) (J) of the Investment Company Act (“1940 Act”) granting an exemption from Sections 12(d) (1) (A) and (B) of the 1940 Act and under Sections 6(c) and 17(b) of the 1940 Act granting an exemption from Section 17(a) of the 1940 Act, which permits the Trust to invest in other affiliated and unaffiliated funds, including exchange-traded funds.

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

11.		Federal Income Tax Information

		($ reported in thousands)

		At September 30, 2011, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Funds were as follows:


								Net Unrealized
	Federal		Unrealized		Unrealized			Appreciation
Fund	Tax Cost		Appreciation		(Depreciation)			(Depreciation)
Allocator Premium AlphaSector^SMFund	$	63,266	$	295	$	(1,005	)	$	(710	)
AlphaSector^SMRotation Fund		406,662		7,361		(90	)		7,271
Global Premium AlphaSector^SMFund		20,475		75		(458	)		(383	)
Premium AlphaSector^SMFund		2,187,077		7,691		(12,091	)		(4,400	)
Alternatives Diversifier Fund		208,357		19,434		(45,898	)		(26,464	)

The Funds have capital loss carryovers which may be used to offset future capital gains, as follows:


	Expiration Year
	2017		2018		No Expiration		Total
AlphaSector^SMRotation Fund	$	3,749	$	1,800	$	—	$	5,549
Global Premium AlphaSector^SMFund		—		—		1,107		1,107
Alternatives Diversifier Fund		—		61,357		—		61,357

The Trust may not realize the benefit of these losses to the extent each Fund does not realize gains on investments prior to the expiration of the capital loss carryovers.

For the period ended September 30, 2011, the following funds utilized losses deferred in prior years against current year capital gains:


AlphaSector^SMRotation Fund	$	17,182
Alternatives Diversifier Fund		6,397

Under current tax law, foreign currency and capital losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. For the fiscal year ended September 30, 2011, the Funds deferred and recognized post-October losses as follows:


	Capital Loss		Capital Loss
	Deferred		Recognized
AlphaSector^SMRotation Fund	$	—	$	5,881
Premium AlphaSector^SMFund		133,969		—
Alternatives Diversifier Fund		—		1,129

VIRTUS OPPORTUNITIES TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
SEPTEMBER 30, 2011

The components of distributable earnings on a tax basis (excluding unrealized appreciation (depreciation) which are disclosed above) consist of the following:


	Undistributed			Undistributed
	Ordinary			Long-Term
	Income			Capital Gains
Allocator Premium AlphaSector^SMFund	$	0	⁽¹⁾	$	0	⁽¹⁾
AlphaSector^SMRotation Fund		635			8,568
Global Premium AlphaSector^SMFund		35			—
Premium AlphaSector^TMFund		3,394			—
Alternatives Diversifier Fund		770			—


⁽¹⁾		Amount disclosed as zero since the tax year has not completed.

The differences between the book and tax basis components of distributable earnings relate principally to the timing of recognition of income and gains for federal income tax purposes. Short-term gain distributions reported in the Statements of Changes in Net Assets, if any, are reported as ordinary income for federal tax purposes.

12.		Reclassification of Capital Accounts

		For financial reporting purposes, book basis capital accounts are adjusted to reflect the tax character of permanent book/tax differences. Permanent reclassifications can arise from differing treatment of certain income and gain transactions, nondeductible current year net operating losses, expiring capital loss carryovers and investments in passive foreign investment companies. The reclassifications have no impact on the net assets or net asset value of the Funds. As of September 30, 2011, the Funds recorded reclassifications to increase (decrease) the accounts as listed below ($ reported in thousands):


	Capital Paid in			Undistributed			Accumulated
	on Shares of			Net Investment			Net Realized
	Beneficial Interest			Income (Loss)			Gain (Loss)
Allocator Premium AlphaSector^SM Fund	$	0	⁽¹⁾	$	0	⁽¹⁾	$	0	⁽¹⁾
AlphaSector^SMRotation Fund		4,848			42			(4,890	)
Alternatives Diversifier Fund		267			(518	)		251


⁽¹⁾		Amount disclosed as zero since the tax year has not completed.

13.		Recent Accounting Pronouncement

		In May 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU No. 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU No. 2011-04 will require reporting entities to disclose quantitative information about the unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy. In addition, ASU No. 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. At this time, management is evaluating the implications of ASU No. 2011-04 and its impact on the financial statements has not been determined.

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Board of Trustees of Virtus Opportunities Trust and
Shareholders of the Funds, as defined:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial positions of Virtus Allocator Premium Alpha Sector Fund, Virtus Alpha Sector Rotation Fund, Virtus Global Premium AlphaSector Fund, Virtus Premium AlphaSector Fund, and Virtus Alternatives Diversifier Fund, (the “Funds”), each a series of Virtus Opportunities Trust, at September 30, 2011, the results of each of their operations, the changes in each of their net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2011 by correspondence with the custodian, brokers and underlying funds’ transfer agent, provide a reasonable basis for our opinion.

Philadelphia, Pennsylvania
November 22, 2011

Consideration of Subadvisory Agreement for
Virtus AlphaSector Rotation Fund
Virtus Allocator Premium AlphaSector Fund
Virtus Global Premium AlphaSector Fund
Virtus Premium AlphaSector Fund by the Board of Trustees

The Board of Trustees (the “Board”) of Virtus Opportunities Trust (the “Trust”), including a majority of the Trustees who are not interested persons as defined in Section 2(a)(19) of the Investment Company Act of 1940, last renewed the investment advisory agreement between Virtus Investment Advisers, Inc. (the “Adviser” or “VIA”) and the Trust (the “Advisory Agreement”), with respect to the Virtus Allocator Premium AlphaSector Fund and Virtus Global Premium AlphaSector Fund at an in-person meeting held on February 23-25, 2011, and with respect to Virtus Premium AlphaSector Fund (all previously listed funds, collectively, the “Funds”) and certain other funds of the Trust at an in-person meeting held on November 16-18, 2010, and the investment subadvisory agreement between VIA and F-Squared Institutional Advisors, LLC, with respect to the Funds, at an in-person meeting held on November 16-18, 2010. At an in-person Board meeting held on August 24-26, 2011, Fund Management recommended that Euclid Advisors LLC (“Euclid” or the “Subadviser”) be appointed as co-subadviser to the Funds and that the Adviser enter into a new subadvisory agreement with Euclid (the “Subadvisory Agreement”). The Board considered and approved the Subadvisory Agreement for the Funds with Euclid, as further discussed below.

In evaluating the proposal to appoint Euclid, the Board requested and evaluated information provided by the Adviser and Euclid which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether an additional subadviser would be in the best interests of the Funds and their shareholders. The Board also took into account discussions with management and information provided to the Board in its meetings throughout the year with respect to the services provided by the portfolio management team. The Board noted the affiliation of the Subadviser with VIA and any potential conflicts of interest.

The Independent Trustees were separately advised by independent legal counsel throughout the process. The Board considered all the criteria separately with respect to the Funds and their shareholders. In their deliberations, the Trustees considered various factors, including those discussed below, none of which were controlling, and each Trustee may have attributed different weights to the various factors. The Board also discussed the proposed approval of the Subadvisory Agreement in private sessions with their independent legal counsel at which no representatives of management were present.

Basis for the Board’s Recommendation

In making its determination with respect to the Subadvisory Agreement, the Trustees considered various factors, including:

•

Nature, extent, and quality of the services to be provided by the Subadviser. The Trustees received in advance of the meeting information in the form of an extensive questionnaire completed by the Subadviser concerning a number of topics, including its investment philosophy, resources, operations and compliance structure. The Trustees noted that the portfolio management team would not change, and that the Subadviser would provide portfolio management, compliance with the Funds’ investment policies and procedures, compliance with applicable securities laws and assurances thereof. The Trustees reviewed biographical information for the portfolio manager who would continue to provide services under the Subadvisory Agreement and noted the breadth and depth of experience presented. In considering the approval of the Subadvisory Agreement, the Trustees considered the Subadviser’s investment management process, including (a) the experience, capability and integrity of the Subadviser’s management and other personnel committed by the Subadviser to the Funds; (b) the financial position of the Subadviser; (c) the quality

Consideration of Subadvisory Agreement for
Virtus AlphaSector Rotation Fund
Virtus Allocator Premium AlphaSector Fund
Virtus Global Premium AlphaSector Fund

Virtus Premium AlphaSector Fund by the Board of Trustees (Continued)

and commitment of the Subadviser’s regulatory and legal compliance policies, procedures and systems; and (d) the Subadviser’s brokerage and trading practices. The Board concluded that the nature, extent and quality of the services to be provided by the Subadviser to the Funds was reasonable;

	•		Investment Performance. The Board considered the performance of each Fund relative to its benchmark and comparable funds. The Board took into account that the same portfolio management team that currently managed the Funds would continue to do so under the Subadvisory Agreement. The Board concluded that the performance of each Fund was satisfactory;

	•		Subadvisory Fee. The Board took into account that the fees paid by the Funds to VIA under the Advisory Agreement would not change. The Board also noted that the Funds’ subadvisory fees are paid by VIA and not by the Funds, so that Fund shareholders are not directly impacted by those fees. The Board concluded that the proposed subadvisory fee was fair and reasonable in light of services to be provided by Euclid and all factors considered;

	•		Profitability and economies of scale. In considering the profitability to the Subadviser of its relationship with the Funds, the Board noted the fact that the fees under the Subadvisory Agreement are paid by VIA out of the advisory fees that it receives under the Advisory Agreement and not by the Funds. The Board also noted that the advisory fee to be paid by each Fund to VIA would not change. For these reasons, the profitability to the Subadviser of its relationship with the Funds was not a material factor in the Board’s deliberations at this time. For similar reasons, the Board did not consider the potential economies of scale in the Subadviser’s management of the Funds to be a material factor in its consideration at this time.

	•		Other Benefits. The Board considered other benefits that may be realized by the Subadviser and its affiliates from their relationship with the Funds. The Board noted management’s discussion of the fact that, while the Subadviser is an affiliate of VIA, there are no other tangible benefits to the Subadviser or VIA in providing investment advisory services to the Funds, other than the fee to be earned under the Subadvisory Agreement. There may be certain intangible benefits gained to the extent that serving the Funds could provide the opportunity to provide advisory services to additional portfolios of the Trust or could enhance the Subadviser’s reputation in the marketplace, and, therefore, would enable the Subadviser to attract additional client relationships.

Based on all of the foregoing considerations, the Board, including the Independent Trustees, determined that approval of the Subadvisory Agreement was in the best interests of the Funds and their shareholders. Accordingly, the Board, and the Independent Trustees voting separately, approved the Subadvisory Agreement with respect to the Funds.

Consideration of Subadvisory Agreement for
Virtus Alternatives Diversifier Fund
by the Board of Trustees

The Board of Trustees (the “Board”) of Virtus Opportunities Trust (the “Trust”), including a majority of the Trustees who are not interested persons as defined in Section 2(a)(19) of the Investment Company Act of 1940, last renewed the investment advisory agreement between Virtus Investment Advisers, Inc. (the “Adviser” or “VIA”) and the Trust, with respect to the Virtus Alternatives Diversifier Fund (the “Fund”) and certain other funds of the Trust (the “Advisory Agreement”), at an in-person meeting held on November 16-18, 2010. At an in-person Board meeting held on August 24-26, 2011, Fund Management recommended that Euclid Advisors LLC (“Euclid” or the “Subadviser”) be appointed as subadviser to the Fund and that the Adviser enter into a new subadvisory agreement with Euclid (the “Subadvisory Agreement”). VIA will remain as investment adviser to the Fund. The portfolio managers and advisory services to the Fund will not change. Although VIA is the investment adviser to each Virtus Mutual Fund, in most cases a sub-adviser performs the day-to-day investment management. The appointment of Euclid continues this Virtus model. The Board considered and approved the Subadvisory Agreement for the Fund with Euclid, as further discussed below.

In evaluating the proposal to appoint Euclid, the Board requested and evaluated information provided by the Adviser and Euclid which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether addition of the subadviser would be in the best interests of the Fund and its shareholders. The Board also took into account discussions with management and information provided to the Board in its meetings throughout the year with respect to the services provided by the portfolio management team. The Board noted the affiliation of the Subadviser with VIA and any potential conflicts of interest.

Basis for the Board’s Recommendation

In making its determination with respect to the Subadvisory Agreement, the Trustees considered various factors, including:

•

Nature, extent, and quality of the services to be provided by the Subadviser. The Trustees received in advance of the meeting information in the form of an extensive questionnaire completed by the Subadviser concerning a number of topics, including its investment philosophy, resources, operations and compliance structure. The Trustees noted that the portfolio management team would not change, and that the Subadviser would provide portfolio management, compliance with the Fund’s investment policies and procedures, compliance with applicable securities laws and assurances thereof. The Trustees reviewed biographical information for the portfolio managers who would continue to provide services under the Subadvisory Agreement and noted the breadth and depth of experience presented. In considering the approval of the Subadvisory Agreement, the Trustees considered the Subadviser’s investment management process, including (a) the experience, capability and integrity of the Subadviser’s management and other personnel committed by the Subadviser to the Fund; (b) the financial position of the Subadviser; (c) the quality and commitment of the Subadviser’s regulatory and legal compliance policies, procedures and systems; and (d) the Subadviser’s brokerage and trading practices. The Board also

Consideration of Subadvisory Agreement for
Virtus Alternatives Diversifier Fund
by the Board of Trustees (Continued)

took into account its familiarity with the Subadviser in providing services to other funds of the Trust. The Board concluded that the nature, extent and quality of the services to be provided by the Subadviser to the Fund were reasonable;

	•		Investment Performance. The Board considered the performance of the Fund relative to its benchmark and comparable funds. The Board took into account that the same portfolio management team that currently managed the Fund would continue to do so under the Subadvisory Agreement. The Board concluded that the performance of the Fund was satisfactory;

	•		Subadvisory Fee. The Board took into account that the fees paid by the Fund to VIA under the Advisory Agreement would not change. The Board also noted that the Fund’s subadvisory fees are paid by VIA and not by the Fund, so that Fund shareholders are not directly impacted by those fees. The Board concluded that the proposed subadvisory fee was fair and reasonable in light of services to be provided by Euclid and all factors considered;

	•		Profitability and economies of scale. In considering the profitability to the Subadviser of its relationship with the Fund, with the Board noted the fact that the fees under the Subadvisory Agreement are paid by VIA out of the advisory fees that it receives under the Advisory Agreement and not by the Fund. The Board also noted that the advisory fee to be paid by the Fund to VIA would not change. In addition, the Board noted that VIA had implemented voluntary expense limitations with respect to the total net operating expenses of the Fund. For these reasons, the profitability to the Subadviser of its relationship with the Fund was not a material factor in the Board’s deliberations at this time. For similar reasons, the Board did not consider the potential economies of scale in the Subadviser’s management of the Fund to be a material factor in its consideration at this time.

	•		Other Benefits. The Board considered other benefits that may be realized by the Subadviser and its affiliates from their relationship with the Fund. The Board noted management’s discussion of the fact that, while the Subadviser is an affiliate of VIA, there are no other tangible benefits to the Subadviser or VIA in providing investment advisory services to the Fund, other than the fee to be earned under the Subadvisory Agreement. There may be certain intangible benefits gained to the extent that serving the Fund could provide the opportunity to provide advisory services to additional portfolios of the Trust or could enhance the Subadviser’s reputation in the marketplace, and, therefore, would enable the Subadviser to attract additional client relationships.

FUND MANAGEMENT TABLES (Unaudited)

Independent Trustees


Name, Year of Birth,		Principal Occupation(s)
Year Elected and		During Past 5 Years and
Number of Funds Overseen		Other Directorships Held by Trustee
Leroy Keith, Jr. YOB: 1939 Served since 1996 45 Funds		Chairman, Bloc Global Services Group, LLC (construction and redevelopment company) (2010 to present). Managing Director, Almanac Capital Management (commodities business) (2007 to 2008). Partner, Stonington Partners, Inc. (private equity fund) (2001 to 2007). Director/Trustee, Wells Fargo Advantage Funds (f/k/a Evergreen Funds) (152 portfolios) (1989 to present). Director, Diversapak (soft packaging company) (2002 to present). Director, Obaji Medical Products (skin care company) (2003 to 2007).

Philip R. McLoughlin Chairman YOB: 1946 Served since 1996 58 Funds		Managing Director, SeaCap Asset Management Fund I, L.P. (2009 to present) and SeaCap Partners, LLC (investment management) (2009 to 2010). Partner, Cross Pond Partners, LLC (strategy consulting firm) (2006 to present). Chairman (2010 to present) and Director (1991 to present), World Trust Fund. Chairman and Trustee, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (2003 to present). Director, DTF Tax-Free Income Fund, Inc. and Duff & Phelps Utility and Corporate Bond Trust, Inc. (1996 to present); DNP Select Income Fund Inc. (2009 to present); and Duff & Phelps Global Utility Income Fund Inc. (2011 to present). Director, Argo Group International Holdings, Inc. and its predecessor, PXRE Corporation (insurance) (1986 to 2009).

Geraldine M. McNamara YOB: 1951 Served since 2001 49 Funds James M. Oates YOB: 1946 Served since 1996 45 Funds		Retired. Managing Director, U.S. Trust Company of New York (private bank) (1982 to 2006). Director, DTF Tax-Free Income Fund, Inc. and Duff & Phelps Utility and Corporate Bond Trust, Inc. (2003 to present); DNP Select Income Fund Inc. (2009 to present); and Duff & Phelps Global Utility Income Fund Inc. (2011 to present). Managing Director, Wydown Group (consulting firm) (1994 to present). Chairman and Trustee, John Hancock Trust (115 portfolios) and John Hancock Funds II (87 portfolios) (2005 to present). Director, Stifel Financial (1996 to present). Chairman, Connecticut River Bank (1999 to present). Director, Connecticut River Bancorp (1998 to present). Chairman, Emerson Investment Management, Inc. (2000 to present). Director, Trust Company of New Hampshire (2002 to present). Director, Beaumont Financial Partners, LLC (2000 to present). President of the Board (1999 to present) and Director (1985 to present), Middlesex School. Founder, Chairman (1997 to 2006) and Non-Executive Chairman (2007 to present), Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) (financial services). Director, Investors Bank and Trust Co. and Investors Financial Services Corporation (1995 to 2007). Trustee, John Hancock Funds III (2005 to 2006).

Richard E. Segerson YOB: 1946 Served since 1996 45 Funds		Managing Director, Northway Management Company (1998 to present).

Ferdinand L.J. Verdonck YOB: 1942 Served since 1996 45 Funds		Trustee, The J.P. Morgan Fleming Continental European Investment Trust (1998 to present). Director, Galapagos N.V. (biotechnology) (2005 to present). Mr. Verdonck is also a director of several non-U.S. companies.

FUND MANAGEMENT TABLES (Unaudited) (Continued)

Interested Trustee

The individual listed below is an “interested person” of the Trust, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.


Name, Year of Birth,		Principal Occupation(s)
Year Elected and		During Past 5 Years and
Number of Funds Overseen		Other Directorships Held by Trustee
George R. Aylward⁽¹⁾ President YOB: 1964 Served since 2006 47 Funds		Director, President and Chief Executive Officer (2008 to present), Director and President (2006 to 2008), Chief Operating Officer (2004 to 2006), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Various senior officer positions with Virtus affiliates (2008 to present). Senior Executive Vice President and President, Asset Management (2007 to 2008), Senior Vice President and Chief Operating Officer, Asset Management (2004 to 2007), The Phoenix Companies, Inc. Various senior officer positions with Phoenix affiliates (2005 to 2008). President (2006 to present), Executive Vice President (2004 to 2006), the Virtus Mutual Funds Family. President, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (since 2010). Chairman, President and Chief Executive Officer, The Zweig Fund, Inc. and Zweig Total Return Fund, Inc. (2006 to present).


(1)		Mr. Aylward is an “interested person,” as defined in the 1940 Act, by reason of his position as President and Chief Executive Officer of Virtus Investment Partners, Inc. (“Virtus”), the ultimate parent company of the Adviser, and various positions with its affiliates including the Adviser.

FUND MANAGEMENT TABLES (Unaudited) (Continued)

Officers of the Trust Who Are Not Trustees


	Position(s) Held with
Name, Address and	Trust and Length of	Principal Occupation(s)
Year of Birth	Time Served	During Past 5 Years
Francis G. Waltman YOB: 1962	Senior Vice President since 2008.	Executive Vice President, Head of Product Management (2009 to present), Senior Vice President, Asset Management Product Development (2008 to 2009), Senior Vice President, Asset Management Product Development (2005 to 2007), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Senior Vice President, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (since 2010). Director (2008 to 2009), Director and President (2006 to 2007), VP Distributors, Inc. (f/k/a Phoenix Equity Planning Corporation). Director and Senior Vice President, Virtus Investment Advisers, Inc. (2008 to present).

Nancy J. Engberg YOB: 1956	Vice President and Chief Compliance Officer since 2010.	Vice President, Virtus Investment Partners, Inc. (2008 to present); Chief Compliance Officer, Virtus Investment Partners, Inc. (2008 to 2011); Chief Compliance Officer, Virtus Variable Insurance Trust (9 portfolios) (since 2011); Vice President and Counsel, The Phoenix Cos., Inc. (2003 to 2008).

W. Patrick Bradley YOB: 1972	Chief Financial Officer and Treasurer since 2005; Vice President since 2011	Senior Vice President, Fund Administration (2009 to present), Vice President, Fund Administration (2007 to 2009), Second Vice President, Fund Control & Tax (2004 to 2006), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Chief Financial Officer and Treasurer (2006 to present), Vice President and Principal Accounting Officer (2006 to 2010), Assistant Treasurer (2004 to 2006), Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios). Chief Financial Officer and Treasurer (2005 to present), Assistant Treasurer (2004 to 2006), certain funds within the Virtus Mutual Funds Family.

Kevin J. Carr YOB: 1954	Vice President, Chief Legal Officer, Counsel and Secretary since 2005.	Senior Vice President (2009 to present), Counsel and Secretary (2008 to present) and Vice President (2008 to 2009), Virtus Investment Partners, Inc. and/or certain of its subsidiaries. Vice President, Chief Legal Officer, Counsel and Secretary, Virtus Variable Insurance Trust (f/k/a The Phoenix Edge Series Fund) (9 portfolios) (since 2010). Vice President and Counsel, Phoenix Life Insurance Company (2005 to 2008). Compliance Officer of Investments and Counsel, Travelers Life and Annuity Company (January 2005 to May 2005). Assistant General Counsel and certain other positions, The Hartford Financial Services Group (1995 to 2005).

VIRTUS OPPORTUNITIES TRUST
101 Munson Street
Greenfield, MA 01301-9668

Trustees
George R. Aylward
Leroy Keith, Jr.
Philip R. McLoughlin, Chairman
Geraldine M. McNamara
James M. Oates
Richard E. Segerson
Ferdinand L.J. Verdonck

Officers
George R. Aylward, President
Francis G. Waltman, Senior Vice President
Nancy J. Engberg, Vice President and Chief Compliance Officer
W. Patrick Bradley, Vice President, Chief Financial Officer and Treasurer
Kevin J. Carr, Vice President, Chief Legal Officer, Counsel and Secretary

Investment Adviser
Virtus Investment Advisers, Inc.
100 Pearl Street
Hartford, CT 06103-4506

Principal Underwriter
VP Distributors, LLC
100 Pearl Street
Hartford, CT 06103-4506

Transfer Agent
VP Distributors, LLC
100 Pearl Street
Hartford, CT 06103-4506

Custodian
The Bank of New York Mellon
One Wall Street
New York, NY 10005-2588

Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
2001 Market Street
Philadelphia, PA 19103-7042


How to Contact Us
Mutual Fund Services		1-800-243-1574
Adviser Consulting Group		1-800-243-4361
Telephone Orders		1-800-367-5877
Text Telephone		1-800-243-1926
Web site		Virtus.com

Important Notice to Shareholders

Supplement dated September 30, 2011 to the Summary Prospectuses and
Statutory Prospectus, each dated January 31, 2011, as supplemented

Important Notice to Investors

Virtus Allocator Premium AlphaSector Fund, Virtus AlphaSector Rotation Fund, Virtus Alternatives Diversifier Fund, Virtus Global Premium AlphaSector Fund and Virtus Premium AlphaSector Fund

VIA will continue to be the funds’ investment adviser. No changes to the funds’ principal investment strategies are being made. Also, the fees and expenses paid by the funds remain unchanged.

Each fund’s summary and statutory prospectuses are hereby revised as described below.

	•		For Virtus Allocator Premium AlphaSector Fund and Virtus Global Premium AlphaSector Fund, the description of the subadviser under “Management” in each fund’s summary prospectus and in the respective summary section of the funds’ statutory prospectus is revised to read: “The fund’s subadvisers are Euclid Advisors LLC (“Euclid”), an affiliate of VIA, and F-Squared Institutional Advisors, LLC (“F-Squared”).” The description of Ms. Robinson under “Portfolio Management” is replaced with the following: “Amy Robinson, Managing Director at Euclid, is a manager of the fund. Ms. Robinson has been Portfolio Manager since inception in March 2011.”

	•		For Virtus AlphaSector Rotation Fund, the description of the subadviser under “Management” in the fund’s summary prospectus and in the summary section of the fund’s statutory prospectus is revised to read: “The fund’s subadvisers are Euclid Advisors LLC (“Euclid”), an affiliate of VIA, and F-Squared Investments, Inc. (“F-Squared”).” The description of Ms. Robinson under “Portfolio Management” is replaced with the following: “Amy Robinson, Managing Director at Euclid, is a manager of the fund. Ms. Robinson has been Portfolio Manager since 2009.”

	•		For Virtus Alternatives Diversifier Fund, the description of the adviser under “Management” in the fund’s summary prospectus and in the summary section of the fund’s statutory prospectus is revised to add: “The fund’s subadviser is Euclid Advisors LLC (“Euclid”), an affiliate of VIA.” The description of Mr. Neel is replaced with the following: “Carlton Neel, Senior Managing Director at Euclid, is a manager of the fund. Mr. Neel has been Portfolio Manager since 2008.” The description of Mr. Dickerson is replaced with the following: “David Dickerson, Managing Director at Euclid, is a manager of the fund. Mr. Dickerson has been Portfolio Manager since 2008.”

	•		For Virtus Premium AlphaSector Fund, the description of the subadviser under “Management” in the fund’s summary prospectus and in the summary section of the fund’s statutory prospectus is revised to read: “The fund’s subadvisers are Euclid Advisors LLC (“Euclid”), an affiliate of VIA, and F-Squared Institutional Advisors, LLC (“F-Squared”).” The description of Ms. Robinson under “Portfolio Management” is replaced with the following: “Amy Robinson, Managing Director at Euclid, is a manager of the fund. Ms. Robinson has been Portfolio Manager since inception in July 2010.”

Supplement dated September 30, 2011 to the Summary Prospectuses and Statutory Prospectus, each dated January 31, 2011, as supplemented (Continued)

	•		The second and third sentences in the second paragraph under “The Adviser” on page 117 are hereby deleted.

	•		The table showing subadvisers under “Management of the Funds” on page 118 is amended by adding or revising certain rows as follows:


Virtus Allocator Premium AlphaSector Fund		Euclid Advisors LLC (“Euclid”) and
		F-Squared Institutional Advisors, LLC
		(“F-Squared Institutional”)

Virtus AlphaSector Rotation Fund		Euclid and F-Squared Investments, Inc.

Virtus Alternatives Diversifier Fund		Euclid

Virtus Global Premium AlphaSector Fund		Euclid and
		F-Squared Institutional

Virtus Premium AlphaSector Fund		Euclid and
		F-Squared Institutional

	•		The following is added under “The Subadvisers” on page 120:

			Euclid, an affiliate of VIA, is located at 100 Pearl Street, Hartford, CT 06103. Euclid serves as subadviser to mutual funds. As of September 30, 2011, Euclid had approximately $3.7 billion in assets under management. As subadviser to Virtus Allocator Premium AlphaSector Fund, Virtus AlphaSector Rotation Fund, Virtus Global Premium AlphaSector Fund and Virtus Premium AlphaSector Fund, Euclid is responsible for determining final allocations and trading decisions following receipt of F-Squared’s and F-Squared Institutional’s investment recommendations.

	•		The table showing subadvisory fees for each of the funds under “Management of the Funds” on page 121 is amended by adding the following rows:


Virtus Allocator Premium AlphaSector Fund		To Euclid: 20% of net investment management fee
		To F-Squared Institutional: 50% of net investment management fee

Virtus AlphaSector Rotation Fund		To Euclid: 20% of net investment management fee
		To F-Squared: 50% of net investment management fee

Virtus Alternatives Diversifier Fund		50% of net investment management fee
Virtus Global Premium AlphaSector Fund		To Euclid: 20% of net investment management fee
		To F-Squared Institutional: 50% of net investment management fee

Virtus Premium AlphaSector Fund		To Euclid: 20% of net investment management fee
		To F-Squared Institutional: 50% of net investment management fee

•

The following sentence is added to the paragraph after the table showing subadvisory

Supplement dated September 30, 2011 to the Summary Prospectuses and Statutory Prospectus, each dated January 31, 2011, as supplemented (Continued)

fees: “With respect to the Virtus Allocator Premium AlphaSector Fund, Virtus Alpha Sector Rotation Fund, Virtus Alternatives Diversifier Fund, Virtus Global Premium AlphaSector Fund and Virtus Premium AlphaSector Fund, the basis for the Board of Trustees approving the subadvisory agreement with Euclid is expected to be available in the funds’ 2011 annual report, covering the period October 1, 2010 through September 30, 2011.”

•

The table and narrative under “VIA” on pages 125 and 126 regarding portfolio managers is hereby deleted. The following disclosure is inserted on page 123 immediately following the information about portfolio managers of Duff & Phelps.

Euclid


Virtus Allocator Premium AlphaSector Fund		Amy Robinson (since inception in March 2011)

Virtus AlphaSector Rotation Fund		Amy Robinson (since 2009)

Virtus Alternatives Diversifier Fund		Carlton Neel David Dickerson (both since 2008)

Virtus Global Premium AlphaSector Fund		Amy Robinson (since inception in March 2011)

Virtus Premium AlphaSector Fund		Amy Robinson (since inception in July 2010)

David Dickerson. Mr. Dickerson is Managing Director of Euclid (since September 2011) and Senior Vice President of Zweig Advisers, LLC (“Zweig”). He also serves as portfolio manager of the Virtus Balanced Fund (equity portion), Virtus Growth & Income Fund and Virtus Tactical Allocation Fund (equity portion), as well as The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc., two closed-end funds managed by Zweig. For the period from July 2002 until returning to Zweig in April 2003, Mr. Dickerson was a managing director and principal of Shelter Rock Capital Partners, L.P., a market neutral hedge fund. While previously employed by Zweig from 1993 until July 2002, Mr. Dickerson served as senior portfolio manager for a number of the former Phoenix-Zweig mutual funds.

Carlton Neel. Mr. Neel is Senior Managing Director of Euclid (since September 2011) and Senior Vice President of Zweig. He also serves as portfolio manager of the Virtus Balanced Fund (equity portion), Virtus Growth & Income Fund and Virtus Tactical Allocation Fund (equity portion), as well as The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc., two closed-end funds managed by Zweig. For the period from July 2002 until returning to Zweig in April 2003, Mr. Neel was a managing director and principal of Shelter Rock Capital Partners, L.P., a market neutral hedge fund. While previously employed by Zweig from 1995 until July 2002, Mr. Neel served as senior portfolio manager for a number of the former Phoenix-Zweig mutual funds.

Amy Robinson. Ms. Robinson is Managing Director of Euclid (since September 2011) and of VIA (since 1992) and leads VIA’s equity trading function. In this role, Ms. Robinson is responsible for all trading activities of investment portfolios and mutual funds; she also manages strategic operational initiatives for the firm. As Portfolio Manager of the above named funds, she is responsible for determining final allocations and trading decisions following receipt of the limited services subadviser’s investment recommendations. Ms. Robinson has 31 years of investment experience and is former president of the Security Traders Association of Connecticut.

Virtus CA Tax-Exempt Bond Fund

Supplement dated September 30, 2011 to the Summary Prospectuses and Statutory Prospectus, each dated January 31, 2011, as supplemented (Continued)

VIA will continue to be the fund’s investment adviser. No changes to the fund’s principal investment strategies are being made. Also, the fees and expenses paid by the fund remain unchanged.

The fund’s summary and statutory prospectuses are hereby revised as described below.

	•		The following is added after the sentence under “Management” in the fund’s summary prospectus and in the summary section of the fund’s statutory prospectus: “The fund’s subadviser is Newfleet Asset Management, LLC (“Newfleet”), an affiliate of VIA (since September 2011).”

	•		The second sentence in the second paragraph under “The Adviser” on page 117 is hereby deleted.

	•		The description of Mr. Heaney under “Portfolio Management” in the fund’s summary prospectus and in the summary section of the fund’s statutory prospectus is replaced with the following: “Timothy M. Heaney, CFA, Senior Portfolio Manager — Municipal Securities at Newfleet, is the manager of the fund. Mr. Heaney has been Portfolio Manager since 1997 and co-managed the fund from 1996 to 1997.”

	•		The table showing subadvisers for each of the funds under “Management of the Funds” on page 118 is amended by adding the following row:


Virtus CA Tax-Exempt Bond Fund		Newfleet Asset Management, LLC (“Newfleet”)

•

The table showing subadvisory fees for each of the funds under “Management of the Funds” on page 121 is amended by adding the following row:


Virtus CA Tax-Exempt Bond Fund		50% of net investment management fee

	•		The following sentence is added to the paragraph after the table showing subadvisory fees: “With respect to the Virtus CA Tax-Exempt Bond Fund, the basis for the Board of Trustees approving the subadvisory agreement is expected to be available in the fund’s 2011 annual report, covering the period October 1, 2010 through September 30, 2011.”

	•		The information about Mr. Heaney in the table under “VIA” on page 126 is moved to appear under “SCM Advisors” (renamed “Newfleet” by supplement) on page 124. The biographical information for Mr. Heaney under “VIA” is removed and the following is inserted under “SCM Advisors” (renamed “Newfleet” by supplement).

Timothy M. Heaney, CFA. Mr. Heaney is Senior Portfolio Manager — Municipal Securities at Newfleet (since September 2011) and served as Senior Vice President and Portfolio Manager, Fixed Income of VIA (2008 to September 2011). Previously, he was associated with Goodwin Capital Advisers, Inc. (2007 to 2008), formerly an affiliate of VIA, and was also Managing Director, Fixed Income (1997-2007), Director, Fixed Income Research (1996 to 1997) and Investment Analyst (1995 to 1996) of VIA. He served as Investment Analyst of Phoenix Life Insurance Company from 1992 until 1994. Mr. Heaney also manages DTF Tax-Free Income, Inc., a closed-end fund managed by Duff & Phelps Investment Management Co, an affiliate of Newfleet and VIA.

Investors should retain this supplement with the Prospectus for future reference.

Item 2. Code of Ethics.

(a)

The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(c)

There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics described in Item 2(b) of the instructions for completion of Form N-CSR.

(d)

The registrant has not granted any waivers, during the period covered by this report, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of the instructions for completion of this Item.

Item 3. Audit Committee Financial Expert.


(a)(1)		The Registrant’s Board of Trustees has determined that the Registrant has an “audit committee financial expert” serving on its Audit Committee.

(a)(2)		James M. Oates has been determined by the Registrant to possess the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert.” Mr. Oates is an “independent” trustee pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.

(a)(3)		Not applicable.

Item 4. Principal Accountant Fees and Services.

Audit Fees

(a)

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services

that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $371,620 for 2010 and $423,470 for 2011.

Audit-Related Fees

(b)

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are $45,200 for 2010 and $61,804 for 2011. Such audit-related fees were cross fund fees.

Tax Fees

(c)

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $65,775 for 2010 and $66,325 for 2011. “Tax Fees” are those primarily associated with review of the Trust’s tax provision and qualification as a regulated investment company (RIC) in connection with audits of the Trust’s financial statement, review of year-end distributions by the Fund to avoid excise tax for the Trust, periodic discussion with management on tax issues affecting the Trust, and reviewing and signing the Fund’s federal income returns.

All Other Fees

(d)

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2010 and $0 for 2011.


(e)(1)		Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

		The Virtus Opportunities Trust (the “Fund”) Board has adopted policies and procedures with regard to the pre-approval of services provided by PwC. Audit, audit-related and tax compliance services provided to the Fund on an annual basis require specific pre-approval by the Board. As noted above, the Board must also approve other non-audit services provided to the Fund and those non-audit services provided to the Fund’s Affiliated Service Providers that relate directly to the operations and financial reporting of the Fund. Certain of these non-audit services that the Board believes are a) consistent with the SEC’s auditor independence rules and b) routine and recurring services that will not impair the independence of the independent auditors may be approved by the Board without consideration on a specific case-by-case basis (“general pre-approval”).

		The Audit Committee has determined that James M. Oates, Chair of the Audit Committee, may provide pre-approval for such services that meet the above requirements in the event such approval is sought between regularly scheduled meetings. In any event, the Board is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting.

(e)(2)		The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:

	(b)		0% for 2010 and 2011

	(c)		0% for 2010 and 2011

	(d)		Not applicable for 2010 and 2011

(f)

The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was less than fifty percent.

(g)

The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $289,629 for 2010 and $428,066 for 2011.

(h)

The registrant’s audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed registrants.

Not applicable.

Item 6. Investments.

(a)

Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

(b)

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11. Controls and Procedures.

(a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.


		(a)(1)		Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.

		(a)(2)		Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

		(a)(3)		Not applicable.

		(b)		Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.


				Corporate Bonds
	Total			and Notes
Balance as of September 30, 2010:	$	546		$	546
Accrued discount (premium)^(a)		—	(e)		—	(e)
Realized gain (loss)^(b)		3			3
Change in unrealized appreciation (depreciation)^(b)		(8	)		(8	)
Net purchases (sales)^(c)		165			165
Transfers in and/or out of Level 3^(d)		(688	)		(688	)

Balance as of September 30, 2011:	$	18		$	18


⁽¹⁾		Level 3 Common Stock valued at zero at the beginning and end of the period.


⁽¹⁾		Level 3 common stock value at $0 at beginning and end of period.


Global
Commodities Stock Fund
From Inception			Global Infrastructure Fund						Global Opportunities Fund
March 15, 2011			Year Ended			Year Ended			Year Ended			Year Ended
to September 30,			September 30,			September 30,			September 30,			September 30,
2011			2011			2010			2011			2010


$	6		$	2,061		$	2,155		$	384		$	688
	(298	)		(722	)		(3,922	)		5,506			5,780
	(2,855	)		2,041			9,501			(4,121	)		3,161


	(3,147	)		3,380			7,734			1,769			9,629



	—			(690	)		(855	)		(590	)		(614	)
	—			—			—			(6	)		(11	)
	—			(138	)		(148	)		(4	)		(6	)
	—			(1,131	)		(1,200	)		—			—


	—			(1,959	)		(2,203	)		(600	)		(631	)



	256			(2,286	)		(53,591	)		(5,293	)		(3,220	)
	—			—			—			(416	)		(288	)
	121			(1,230	)		499			(4	)		(91	)
	18,765			(3,830	)		33,028			—			—


	19,142			(7,346	)		(20,064	)		(5,713	)		(3,599	)


	15,995			(5,925	)		(14,533	)		(4,544	)		5,399


	—			69,048			83,581			61,188			55,789


$	15,995		$	63,123		$	69,048		$	56,644		$	61,188



$	20		$	215		$	116		$	214		$	1,210


Greater European
Opportunities Fund						High Yield Fund						International Equity Fund
Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
September 30,			September 30,			September 30,			September 30,			September 30,			September 30,
2011			2010			2011			2010			2011			2010


$	66		$	97		$	6,973		$	7,136		$	523		$	2
	65			715			2,806			5,255			66			2
	(242	)		(449	)		(10,310	)		1,031			(1,660	)		38


	(111	)		363			(531	)		13,422			(1,071	)		42



	(99	)		(71	)		(6,751	)		(6,934	)		(2	)		—
	—			—			(36	)		(57	)		—			—
	(2	)		(2	)		(137	)		(131	)		(1	)		—
	(3	)		(2	)		—			—			(212	)		—
	(96	)		(203	)		—			—			—			—
	(3	)		(7	)		—			—			—			—
	(3	)		(4	)		—			—			—			—
	(341	)		—			—			—			—			—
	(11	)		—			—			—			—			—
	(10	)		—			—			—			—			—


	(568	)		(289	)		(6,924	)		(7,122	)		(215	)		—



	574			(1,673	)		(7,545	)		4,645			952			100
	—			—			(226	)		(410	)		—			—
	22			(56	)		80			409			—	⁽¹⁾		100
	91			6			—			—			11,801			7,030


	687			(1,723	)		(7,691	)		4,644			12,753			7,230


	8			(1,649	)		(15,146	)		10,944			11,467			7,272


	4,913			6,562			104,108			93,164			7,272			—


$	4,921		$	4,913		$	88,962		$	104,108		$	18,739		$	7,272



$	28		$	69		$	186		$	135		$	293		$	3


Multi-Sector
Fixed Income Fund						Senior Floating Rate Fund
Year Ended			Year Ended			Year Ended			Year Ended
September 30,			September 30,			September 30,			September 30,
2011			2010			2011			2010


$	13,227		$	12,426		$	14,825		$	7,795
	5,461			4,738			(430	)		2,075
	(17,122	)		10,174			(20,018	)		(1,224	)


	1,566			27,338			(5,623	)		8,646



	(8,833	)		(7,296	)		(8,608	)		(4,573	)
	(716	)		(762	)		—			—
	(3,861	)		(2,891	)		(2,899	)		(897	)
	(941	)		(1,149	)		(3,964	)		(2,034	)
	—			—			(882	)		(551	)
	—			—			(281	)		(103	)
	—			—			(307	)		(552	)
	—			—			(132	)		—
	—			—			(43	)		—
	—			—			(47	)		—
	—			—			(2,534	)		—
	—			—			(1,032	)		—
	—			—			(1,093	)		—
	—			—						—


	(14,351	)		(12,098	)		(21,822	)		(8,710	)



	18,567			(4,905	)		131,559			45,570
	(2,385	)		(745	)		—			—
	12,197			16,774			69,106			27,500
	16,230			6,417			44,829			32,458


	44,609			17,541			245,494			105,528


	31,824			32,781			218,049			105,464


	209,399			176,618			161,585			56,121


$	241,223		$	209,399		$	379,634		$	161,585



$	409		$	1,031		$	—		$	306


		PRSRT STD U.S. POSTAGE PAID LANCASTER, PA PERMIT 1793
P.O. Box 9874
Providence, RI 02940-8074


Investment Income
Dividends	$	35,267
Security lending		348
Foreign taxes withheld		(1,254	)

Total investment income		34,361


Expenses
Investment advisory fees		9,710
Service fees, Class A		1,125
Distribution and service fees, Class C		581
Administration fees		1,572
Transfer agent fee and expenses		1,824
Custodian fees		430
Printing fees and expenses		110
Professional fees		50
Registration fees		82
Trustees’ fee and expenses		82
Miscellaneous expenses		102

Total expenses		15,668

Net investment income (loss)		18,693


Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		53,563
Net realized gain (loss) on foreign currency transactions		(22,347	)
Net change in unrealized appreciation (depreciation) on investments		(91,921	)
Net change in unrealized appreciation (depreciation) on foreign currency translation		6,022

Net gain (loss) on investments		(54,683	)

Net increase (decrease) in net assets resulting from operations	$	(35,990	)


	SHARES		VALUE
SHORT-TERM INVESTMENTS—0.4%

Money Market Mutual Funds—0.4%
BlackRock Liquidity Funds
TempFund Portfolio — Institutional Shares (seven-day effective yield 0.090%)		20,281,924	$	20,282

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $20,282)				20,282

TOTAL INVESTMENTS—99.6% (Identified Cost $4,505,115)				4,500,960	⁽¹⁾
Other assets and liabilities, net—0.4%				15,810

NET ASSETS—100.0%			$	4,516,770


Country Weightings† (unaudited)

United States (includes short-term investments)				78	%
Brazil				2
Canada				2
South Korea				2
United Kingdom				2
Australia				1
Venezuela				1
Other				12

Total				100	%


Abbreviations:
FHLMC		Federal Home Loan Mortgage
		Corporation (“Freddie Mac”)
FNMA		Federal National Mortgage Association
		(“Fannie Mae”)
GNMA		Government National Mortgage
		Association (“Ginnie Mae”)
NATL		National Public Finance Guarantee Corp.
PIK		Payment-in-Kind Security
REIT		Real Estate Investment Trust

Foreign Currencies:
AUD		Australian Dollar
BRL		Brazilian Real
CAD		Canadian Dollar
COP		Colombian Peso
IDR		Indonesian Rupiah
KRW		South Korean Won
NOK		Norwegian Krone
NZD		New Zealand Dollar
PLZ		Polish Zloty
SEK		Swedish Krona
TRY		Turkish Lira


Investment Income
Interest	$	219,672
Dividends		70
Foreign taxes withheld		(254	)

Total investment income		219,488


Expenses
Investment advisory fees		19,023
Service fees, Class A		5,518
Distribution and service fees, Class B		59
Distribution and service fees, Class C		2,749
Distribution and service fees, Class T		4,623
Administration fees		5,347
Transfer agent fee and expenses		5,016
Custodian fees		224
Printing fees and expenses		304
Professional fees		64
Registration fees		444
Trustees’ fee and expenses		261
Miscellaneous expenses		455

Total expenses		44,087


Net investment income (loss)		175,401


Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		19,548
Net realized gain (loss) on foreign currency transactions		1,424
Net change in unrealized appreciation (depreciation) on investments		(158,599	)
Net change in unrealized appreciation (depreciation) on foreign currency translation		(876	)


Net gain (loss) on investments		(138,503	)


Net increase (decrease) in net assets resulting from operations	$	36,898


Investment Income
Dividends	$	19,795

Total investment income		19,795


Expenses
Investment advisory fees		7,968
Service fees, Class A		1,626
Distribution and service fees, Class B		142
Distribution and service fees, Class C		506
Administration fees		1,468
Transfer agent fee and expenses		2,943
Custodian fees		23
Printing fees and expenses		151
Professional fees		34
Registration fees		129
Trustees’ fee and expenses		75
Miscellaneous expenses		91

Total expenses		15,156


Net investment income (loss)		4,639


Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		86,780
Net change in unrealized appreciation (depreciation) on investments		(86,995	)


Net gain (loss) on investments		(215	)


Net increase (decrease) in net assets resulting from operations	$	4,424


*		Prospectus Supplements applicable to these Funds appear at the back of this annual report


Exchange-Traded Funds	99	%
Other (including short-term investments)	1

Total	100	%


AlphaSector^SM			Global Premium			Premium			Alternatives
Rotation			AlphaSector^SM			AlphaSector^SM			Diversifier
Fund			Fund			Fund			Fund

$	413,933		$	20,092		$	2,182,677		$	58,637
	—			—			—			123,256

	1,202			—			—			500
	1,809			505			20,494			391
	—			1			—			18
	—	⁽³⁾		—	⁽³⁾		2			—	⁽³⁾
	55			20			144			17

	416,999			20,618			2,203,317			182,819


	11			1			37			6
	1,421			7			3,017			587

	—			659			25,963			—
	155			—			1,951			—
	156			4			553			76
	47			2			239			22
	155			—	⁽³⁾		548			91
	2			—	⁽³⁾		8			1
	21			20			24			18
	20			8			329			9

	1,988			701			32,669			810

$	415,011		$	19,917		$	2,170,648		$	182,009


$	404,086		$	21,371		$	2,305,624		$	269,060
	635			35			3,393			770
	63			(1,279	)		(147,963	)		(85,386	)
	10,227			(210	)		9,594			(2,435	)

$	415,011		$	19,917		$	2,170,648		$	182,009


$	10.67		$	9.42		$	11.69		$	9.68
$	11.32		$	9.99		$	12.40		$	10.27
	17,309,582			580,562			82,004,206			8,170,040
$	184,613		$	5,467		$	958,603		$	79,103

$	10.56		$	9.40		$	11.62		$	9.55
	13,713,740			519,912			39,394,095			6,955,751
$	144,813		$	4,885		$	457,630		$	66,411

$	10.67		$	9.42		$	11.71		$	9.70
	8,023,884			1,015,136			64,445,887			3,761,120
$	85,585		$	9,565		$	754,415		$	36,495
$	403,706		$	20,302		$	2,173,083		$	58,353
$	—		$	—		$	—		$	125,975


	Allocator Premium
	AlphaSector^SM
	Fund
Investment Income
Dividends	$	399
Dividend income from affiliated funds		—
Security lending		4

Total investment income		403

Expenses
Investment advisory fees		144
Service fees, Class A		7
Distribution and service fees, Class C		59
Administration fees		18
Transfer agent fee and expenses		13
Custodian fees		7
Printing fees and expenses		7
Professional fees		24
Registration fees		35
Trustees’ fee and expenses		—	⁽¹⁾
Miscellaneous expenses		2

Total expenses		316
Less expenses reimbursed and/or waived by investment adviser		(54	)

Net expenses		262

Net investment income (loss)		141

Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		(2,430	)
Net realized gain (loss) on affiliated funds		—
Capital gain distributions from affiliated funds		—
Capital gain distributions from non-affiliated funds		—
Net change in unrealized appreciation (depreciation) on investments		(401	)

Net gain (loss) on investments		(2,831	)

Net increase (decrease) in net assets resulting from operations	$	(2,690	)


	Allocator Premium AlphaSector^SM Fund
	From Inception
	March 15,
	2011 to
	September 30,
	2011
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	141
Net realized gain (loss)		(2,430	)
Net change in unrealized appreciation (depreciation)		(401	)

Increase (decrease) in net assets resulting from operations		(2,690	)

From Distributions to Shareholders
Net investment income, Class A		—
Net investment income, Class C		—
Net investment income, Class I		—

Decrease in net assets from distributions to shareholders		—

From Share Transactions (See Note 5)
Change in net assets from share transactions, Class A		12,807
Change in net assets from share transactions, Class C		33,744
Change in net assets from share transactions, Class I		19,892

Increase (decrease) in net assets from share transactions		66,443

Net increase (decrease) in net assets .		63,753
Net Assets
Beginning of period		—

End of period	$	63,753

Accumulated undistributed net investment income (loss) at end of period	$	141


	Allocator Premium AlphaSector^SM Fund
	From Inception
	March 15, 2011 to
	September 30, 2011
	SHARES			AMOUNT
Class A
Sale of shares		1,414		$	14,297
Shares repurchased		(152	)		(1,490	)

Net Increase / (Decrease)		1,262		$	12,807

Class C
Sale of shares		3,397		$	34,172
Shares repurchased		(44	)		(428	)

Net Increase / (Decrease)		3,353		$	33,744

Class I
Sale of shares		2,069		$	20,856
Shares repurchased		(99	)		(964	)

Net Increase / (Decrease)		1,970		$	19,892

14.		Subsequent Event Evaluations

		Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were available for issuance, and has determined that the following subsequent event requires recognition or disclosure in the financial statements.

		Effective November 7, 2011, securities lending was suspended on all Virtus Funds.



		PRSRT STD U.S. POSTAGE
		PAID
		LANCASTER,
P.O. Box 9874		PA
Providence, RI 02940-8074		PERMIT 1793


(Registrant) Virtus Opportunities Trust

By (Signature and Title)*		/s/ George R. Aylward

		George R. Aylward, President (principal executive officer)

Date	December 8, 2011


^*		Print the name and title of each signing officer under his or her signature.