As filed with the Securities
and Exchange Commission on July 26, 2021
File No. 033-65137
File No. 811-07455
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
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Under the SECURITIES ACT OF 1933 |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. 120 |
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REGISTRATION STATEMENT
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Under the INVESTMENT COMPANY ACT OF 1940 |
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(Check appropriate
box or boxes)
Virtus Opportunities
Trust
(Exact Name of Registrant
as Specified in Charter)
Area Code and Telephone
Number: (800) 243-1574
101 Munson Street
Greenfield, Massachusetts
01301
(Address of Principal
Executive Offices)
Jennifer S. Fromm,
Esq.
Vice President and
Senior Counsel
Virtus Investment Partners,
Inc.
One Financial Plaza
Hartford, Connecticut
06103
(Name and Address of
Agent for Service)
Copies of All Correspondence
to:
David C. Mahaffey,
Esq.
Sullivan &
Worcester LLP
1666 K Street, N.W.
Washington, D.C. 20006
It is proposed that this
filing will become effective (check appropriate box):
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immediately upon filing pursuant to paragraph (b) |
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on __________ pursuant to paragraph (b) of Rule 485 |
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60 days after filing pursuant to paragraph (a)(1) |
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on __________ or at such later date as the Commission shall order pursuant to paragraph (a)(2) |
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75 days after filing pursuant to paragraph (a)(2) |
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on __________ pursuant to paragraph (a)(2) of Rule 485. |
If appropriate, check
the following box:
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this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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This Post-Effective Amendment consists of the following:
| 1. |
Facing Sheet of the Registration Statement |
| 2. |
This Explanatory Note |
| 3. |
Amendments to the summary prospectus for
Virtus KAR International Small-Cap Fund and the multi-fund Virtus Opportunities Trust Statutory Prospectus and Statement of
Additional Information, each dated February 1, 2021, as supplemented, which contain disclosure changes for Virtus KAR International
Small-Cap Fund. |
| 4. |
Part C |
| 5. |
Signature Page |
This Post-Effective Amendment No. 120 is being
filed for the sole purpose of incorporating certain disclosure changes into the Summary Prospectus for Virtus KAR International Small-Cap
Fund, and the Statutory Prospectus and Statement of Additional Information for Virtus Opportunities Trust. But for the supplemental disclosure
filed herewith, the summary prospectus for Virtus KAR International Small-Cap Fund and the multi-fund Virtus Opportunities Trust Statutory
Prospectus included in Part A and the Statement of Additional Information included in Part B of Registrant’s Post-Effective Amendment No. 116 to its registration statement filed on January 25, 2021, effective February 1, 2021, and supplemented on March 1, 2021, which
are incorporated by reference herein, are unchanged.
Virtus KAR International Small-Cap Fund (the
“fund”),
a series of Virtus Opportunities Trust
Amendment dated July 26, 2021, to the Summary Prospectus
and
Statutory Prospectus dated February 1, 2021, as supplemented
IMPORTANT NOTICE REGARDING CHANGE IN INVESTMENT POLICY
As approved by the Board
of Trustees of Virtus Opportunities Trust, effective September 24, 2021, the fund’s Principal
Investment Strategies are being modified to focus on small- and mid-cap issuers rather than solely on small-cap issuers. Accordingly,
the fund’s non-fundamental investment policy of investing at least 80% of its assets in equity securities of non-U.S. small capitalization
companies will be changed as of the same date to a non-fundamental investment policy of investing at least 80% of its assets in equity
securities of non-U.S. small- and mid-capitalization companies. To reflect its new investment policy, as of the same date the fund’s
name will change from Virtus KAR International Small-Cap Fund to Virtus KAR International Small-Mid Cap Fund [2] and all
references in the fund’s summary prospectus and statutory prospectus to the fund’s former name will be deemed changed to Virtus
KAR International Small-Mid Cap Fund [2].
Additional disclosure changes
are described below.
Under “Fees and Expenses”
in the summary prospectus and the summary section of the statutory prospectus, the “Annual Fund Operating Expenses” table
will be replaced with the following:
| Annual Fund Operating Expenses (expenses that
you pay each year as a percentage of the value of your investment) | |
Class A | | |
Class C | | |
Class I | | |
Class R6 | |
| Management Fees(a) | |
| 0.90 | % | |
| 0.90 | % | |
| 0.90 | % | |
| 0.90 | % |
| Distribution and Shareholder Servicing (12b-1) fees | |
| 0.25 | % | |
| 1.00 | % | |
| 0.00 | % | |
| 0.00 | % |
| Other Expenses | |
| 0.31 | % | |
| 0.28 | % | |
| 0.29 | % | |
| 0.18 | % |
| Acquired Fund Fees and Expenses | |
| 0.01 | % | |
| 0.01 | % | |
| 0.01 | % | |
| 0.01 | % |
| Total Annual Fund Operating Expenses(b) | |
| 1.47 | % | |
| 2.19 | % | |
| 1.20 | % | |
| 1.09 | % |
| Less: Fee Waiver and/or Expense Reimbursement(c) | |
| (0.01 | )% | |
| (0.00 | )% | |
| (0.00 | )% | |
| (0.00 | )% |
| Total Annual Fund Operating Expenses After Expense Reimbursement(b)(c) | |
| 1.46 | % | |
| 2.19 | % | |
| 1.20 | % | |
| 1.09 | % |
(a) The Management Fee has been restated to
reflect the lower fee, effective September 24, 2021.
(b) The Total Annual Fund Operating Expenses
do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights tables, which tables reflect only
the operating expenses of the fund and do not include acquired fund fees and expenses.
(c) The fund’s investment adviser has
contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred
sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities),
interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring
expenses (such as litigation), acquired fund fees and expenses, and dividend expenses, if any) so that such expenses do not exceed 1.45%
for Class A Shares, 2.20% for Class C Shares, 1.20% for Class I Shares and 1.10% for Class R6 Shares through January 31, 2023. Following
the contractual period, the adviser may discontinue these expense reimbursement arrangements at any time. Under certain conditions, the
adviser may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following
the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect
at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account.
The disclosure under “Principal
Investment Strategies” in the summary prospectus and the summary section of the statutory prospectus will be replaced with the following:
Under normal
circumstances, the fund invests at least 80% of its assets in equity securities of non-U.S. small- and mid-capitalization companies.
As of the date of this Prospectus, the fund’s subadviser considers small- and mid- capitalization companies to be those
companies that, at the time of initial purchase, have market capitalizations generally within the range of companies included in the
MSCI All Country World ex U.S. SMID Cap Index on a rolling three-year basis. As of June 30, 2021, the total market capitalization
range of companies included in the MSCI All Country World ex U.S. SMID Cap Index over the past three years was $0 to $40.3 billion.
The fund intends to diversify its investments among countries and normally to have represented in the portfolio business activities
of a number of different countries. In determining “location” of an issuer, the subadviser primarily relies on the
country where the issuer is incorporated. However, the country of risk is ultimately determined based on analysis of the following
criteria: actual building address (domicile), primary exchange on which the security is traded and country in which the greatest
percentage of company revenue is generated. This evaluation is conducted so as to determine that the issuer’s assets are
exposed to the economic fortunes and risks of the designated country.
Equity securities in which
the fund invests include common stocks, preferred stocks and American Depositary Receipts (ADRs). The fund may invest in emerging markets
issuers. The fund is non-diversified under federal securities laws.
The disclosure under the
“Principal Risks” in the summary prospectus and in the summary section of the statutory prospectus will be restated as follows:
> Equity Securities Risk.
The value of the stocks held by the fund may be negatively affected by the financial market, industries in which the fund invests, or
issuer-specific events. Focus on a particular style or in small or medium-sized companies may enhance that risk.
> Small and Medium Market
Capitalization Risk. The fund’s investments in small and medium market capitalization companies may increase the volatility and
risk of loss to the fund, as compared with investments in larger, more established companies.
> Foreign Investing Risk.
Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity;
less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.
> Emerging Market Risk.
Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in
more established foreign markets.
> Limited Number of Investments
Risk. Because the fund may have a limited number of securities, it may be more susceptible to factors adversely affecting its securities
than a fund with a greater number of securities.
> Non-Diversification
Risk. The fund is not diversified and may be more susceptible to factors negatively impacting its holdings to the extent the fund invests
more of its assets in the securities of fewer issuers than would a diversified fund.
> Depositary Receipts
Risk. Investments in foreign companies through depositary receipts may expose the fund to the same risks as direct investments in securities
of foreign issuers.
> Market Volatility Risk.
The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic
conditions. Price changes may be short- or long-term. Local, regional or global events such as war, acts of terrorism, the spread of infectious
illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including
hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.
> Preferred Stocks Risk.
Preferred stocks may decline in price, fail to pay dividends when expected, or be illiquid.
> Redemption Risk. One
or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining
shareholders in the fund by causing the fund to take actions it would not otherwise have taken.
The disclosure under “Performance
Information” in the summary prospectus and in the summary section of the statutory prospectus will be amended to reflect the fund’s
new primary benchmark, The MSCI AC World Ex USA Small Mid Cap Index (net). This change is being made to more closely match the fund’s
primary benchmark to its new principal investment strategy. Additional information about the MSCI AC World Ex USA Small Mid Cap Index
(net), which will be included in the new disclosure:
The MSCI AC World Ex USA
Small Mid Cap Index (net) is a free float-adjusted market capitalization-weighted index that measures mid- and small-cap performance across
22 of 23 Developed Market countries (excluding the U.S.) and 24 Emerging Markets countries. The index is calculated on a total return
basis with net dividends reinvested. The index is unmanaged and not available for direct investment.
Under “More Information
About Fund Expenses” on page 93 of the statutory prospectus, the table listing the contractual expense limitations for the funds
will be amended by replacing the row for the fund with the following:
| | |
Class A | | |
Class C | | |
Class C1 | | |
Class I | | |
Class R6 | |
| Virtus KAR International Small-Mid Cap Fund [2] | |
| 1.45 | % | |
| 2.20 | % | |
| N/A | | |
| 1.20 | % | |
| 1.10 | % |
The first five paragraphs
of disclosure under “Principal Investment Strategies” on page 103 of the statutory prospectus will be replaced with the following:
Under normal circumstances,
the fund invests at least 80% of its assets in equity securities of non-U.S. small- and mid-capitalization companies. As of the date of
this Prospectus, the fund’s subadviser considers small- and mid-capitalization companies to be those companies that, at the time
of initial purchase, have market capitalizations generally within the range of companies included in the MSCI All Country World ex U.S.
SMID Cap Index on a rolling three-year basis. As of June 30, 2021, the total market capitalization range of companies included in the
MSCI All Country World ex U.S. SMID Cap Index over the past three years was $0 to $40.3 billion. The fund intends to diversify its investments
among countries and normally to have represented in the portfolio business activities of a number of different countries. In determining
“location” of an issuer, the subadviser primarily relies on the country where the issuer is incorporated. However, the country
of risk is ultimately determined based on analysis of the following criteria: actual building address (domicile), primary exchange on
which the security is traded and country in which the greatest percentage of company revenue is generated. This evaluation is conducted
so as to determine that the issuer’s assets are exposed to the economic fortunes and risks of the designated country.
Equity securities in which
the fund invests include common stocks, preferred stocks and ADRs. The fund may invest in emerging markets issuers. Generally, the fund
invests in approximately 30-60 securities at any given time. The subadviser uses a strategy emphasizing highly profitable, consistently
growing companies with low debt and rising cashflows. If a company meets these criteria, the subadviser researches and analyzes that company’s
strength of management, its relative competitive position in the industry and its financial structure. A proprietary model is used to
determine relative value.
Under “More Information
About Risks Related to Principal Investment Strategies” the table beginning on page 118 of the statutory prospectus will be amended
by moving the fund to alphabetical order according to its new name, and changing the entries for the fund to reflect an “X”
in the row for each of Depositary Receipts, Equity Securities, Small and Medium Market Capitalization Companies, Foreign Investing, Emerging
Market Investing, Limited Number of Investments, Market Volatility, Non-Diversification, Preferred Stock, and Redemption, thereby indicating
that those are the listed risks applicable to the fund.
Under the “Management
of the Funds” on page 130 of the statutory prospectus, the “Management Fees” table will be amended by replacing the
row for the fund with the following:
| | |
First $3 billion | | |
$3+ billion | |
| Virtus KAR International Small-Mid Cap Fund [2] | |
| 0.90 | % | |
| 0.85 | % |
In the section “Risks
Associated with Additional Investment Techniques and Fund Operations” the table on page 137 of the statutory prospectus will be
amended by moving the fund to alphabetical order according to its new name, and changing the entries for the fund to reflect an “X”
in the row for each of Currency Rate, Cybersecurity, Initial Public Offerings (IPOs), Operational, and Private Placements, thereby indicating
that those are the listed items applicable to the fund.
All other disclosure concerning
the fund, including fees and expenses, remains unchanged from the prospectuses dated February 1, 2021, as supplemented.
Virtus KAR International Small-Cap Fund (the
“fund”),
a series of Virtus Opportunities Trust
Amendment dated July 26, 2021, to the
Statement of Additional Information (“SAI”)
for Virtus Opportunities Trust
dated February 1, 2021, as supplemented
As approved by the Board
of Trustees of Virtus Opportunities Trust, effective September 24, 2021, the fund’s Principal
Investment Strategies are being modified to focus on small- and mid-cap issuers rather than solely on small-cap issuers.
Additionally, effective September
24, 2021, Virtus KAR International Small-Cap Fund’s name will change to Virtus KAR International Small-Mid Cap Fund [2] and
all references in the fund’s summary prospectus and statutory prospectus to the fund’s former name will be deemed changed
to Virtus KAR International Small-Mid Cap Fund [2].
Additional disclosure changes
are described below.
Under “Investment Advisory
Agreement and Expense Limitation Agreement” beginning on page 89, the table listing the Investment Advisory Fees for the funds will
be amended by replacing the row for the fund with the following:
| Fund | |
Investment
Advisory Fee | |
| | |
1st $3 Billion | | |
$3+ Billion | |
| International Small-Mid Cap Fund [2] | |
| 0.90 | % | |
| 0.85 | % |
Under “Investment Advisory
Agreement and Expense Limitation Agreement” beginning on page 90, the table listing the contractual expense limitations for the
funds will be amended by replacing the row for the fund with the following:
| | |
Class A | | |
Class C | | |
Class C1 | | |
Class I | | |
Class R6 | |
| International Small-Mid Cap Fund [2] | |
| 1.45 | % | |
| 2.20 | % | |
| N/A | | |
| 1.20 | % | |
| 1.10 | % |
Under “Portfolio Manager
Compensation” beginning on page 103, the table listing the performance benchmarks for portfolio manager compensation will be amended
by replacing the row for the fund with the following:
| Fund | |
Benchmark(s) and/or Peer Group |
| International Small-Mid Cap Fund [2] | |
MSCI ACWI ex USA SMID Cap Index |
All other disclosure concerning
the fund, including fees and expenses, remains unchanged from the SAI dated February 1, 2021, as supplemented.
APPENDIX B — CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS
The following table sets forth information as
of __, 2021, with respect to each person who owns of record or is known by the Trust to own of record or beneficially own 5% or more of
any class of any fund’s outstanding securities and the name of each person who has beneficial ownership, either directly or through
one or more controlled companies, of more than 25% of the voting securities of a fund, as noted below.
*These entities are omnibus accounts for many
individual shareholder accounts. The fund is not aware of the size or identity of the underlying individual accounts.
[To be filed by amendment]
VIRTUS OPPORTUNITIES
TRUST
PART
C—OTHER INFORMATION
| (a) |
Amended Declaration of Trust. |
| (c) |
See Articles III, V, VI and VIII of Registrant’s Agreement and Declaration of Trust and Articles II and VII of Registrant’s Bylaws, each as amended. |
| (d) |
Investment Advisory Contracts. |
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(e) |
Underwriting Agreement. |
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l) |
Amendment and Joinder to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Virtus Investment Trust (“Investment Trust”), Virtus Strategy Trust (“VST”) and the Bank of New York Mellon dated as of May 7, 2021, filed via EDGAR (as Exhibit g.1.l) with Post-Effective Amendment No. 120 (File No. 033-65137) on June 21, 2021, and incorporated herein by reference. |
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k) |
Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT and The Bank of New York Mellon dated as of [_____] [__], 2021, to be filed by amendment. |
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(h) |
Other Material Contracts. |
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s) |
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT, VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of [_____] [__], 2021, to be filed by amendment. |
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u) |
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated [_____] [__], 2021, to be filed by amendment. |
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13. |
Consent of Sullivan & Worcester to be filed by amendment. |
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1. |
Consent of Independent Registered Public Accounting Firm to be filed by amendment. |
| (l) |
Initial Capital Agreements |
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1. |
Amended and Restated Code of Ethics of the Virtus Funds effective October 2017, filed via EDGAR (as Exhibit p.1) with Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference. |
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2. |
Amended and Restated Code of Ethics of VIA, VP Distributors, Duff & Phelps, KAR, Newfleet, and other Virtus Affiliates dated October 1, 2017, filed via EDGAR (as Exhibit p.2) with Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference. |
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1. |
Power of Attorney for Trustees George R. Aylward, Philip R. McLoughlin, Geraldine M. McNamara and James M. Oates, dated June 2, 2010, filed via EDGAR (as Exhibit q) with Post-Effective Amendment No. 82 (File No. 033-65137) on March 13, 2015, and incorporated herein by reference. |
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2. |
Power of Attorney for Trustees Donald C. Burke, Roger A. Gelfenbien (since retired) and John R. Mallin, dated June 30, 2016, filed via EDGAR (as Exhibit q.3) with Post-Effective Amendment No. 87 (File No. 033-65137) on July 8, 2016, and incorporated herein by reference. |
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3. |
Power of Attorney for Trustees Sidney E. Harris and Connie D. McDaniel dated June 26, 2017, filed via EDGAR (as Exhibit q.4) with Post-Effective Amendment No. 112 to VET’s Registration Statement (File No. 002-16590) on July 26, 2017, and incorporated herein by reference. |
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4. |
Power of Attorney for Trustees R. Keith Walton and Brian T. Zino dated December 12, 2019, filed via EDGAR (as Exhibit q.5) with Post-Effective Amendment No. 108 (File No. 033-65137) on January 15, 2020, and incorporated herein by reference. |
| Item 29. |
Persons Controlled by or Under Common Control with the Fund |
None.
The
indemnification of Registrant’s principal underwriter against certain losses is provided for in Section 18 of the Underwriting Agreement
incorporated herein by reference to Exhibit e.1. Indemnification of Registrant’s Custodian is provided for in Section 9.9, among
others, of the Custody Agreement incorporated herein by reference to Exhibit g.1. The indemnification of Registrant’s Transfer Agent
is provided for in Article 6 of the Amended and Restated Transfer Agency and Service Agreement incorporated herein by reference to Exhibit
h.1. The Trust has entered into Indemnification Agreements with each trustee, the form of which is incorporated herein by reference to
Exhibits h.8, h.8.a, h.8.b, h.9, and h.10, whereby the Registrant shall indemnify the trustee for expenses incurred in any proceeding
in connection with the trustee’s service to the Registrant subject to certain limited exceptions.
In
addition, Article VII sections 2 and 3 of the Registrant’s Agreement and Declaration of Trust incorporated herein by reference to
Exhibits a.1-5, provides in relevant part as follows:
“A
Trustee, when acting in such capacity, shall not be personally liable to any Person, other than the Trust or a Shareholder to the
extent provided in this Article VII, for any act, omission or obligation of the Trust, of such Trustee or of any other Trustee. The
Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, Manager or
Principal Underwriter of the Trust. The Trust (i) may indemnify an agent of the Trust or any Person who is serving or has served at
the Trust’s request as an agent of another organization in which the Trust has any interest as a shareholder, creditor or
otherwise and (ii) shall indemnify each Person who is, or has been, a Trustee, officer or employee of the Trust and any Person who
is serving or has served at the Trust’s request as a director, officer, trustee, or employee of another organization in which
the Trust has any interest as a shareholder, creditor or otherwise, in the case of (i) and (ii), to the fullest extent consistent
with the Investment Company Act of 1940, as amended (the “1940 Act”) and in the manner provided in the By-Laws; provided
that such indemnification shall not be available to any of the foregoing Persons in connection with a claim, suit or other
proceeding by any such Person against the Trust or a Series (or Class) thereof.
All
persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the
appropriate Series (or Class thereof if the Trustees have included a Class limitation on liability in the agreement with such person as
provided below), or, if the Trustees have yet to establish Series, of the Trust for payment under such credit, contract or claim; and
neither the Trustees nor the Shareholders, nor any of the Trust’s officers, employees or agents, whether past, present or future,
shall be personally liable therefor.
Every
note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf
of the Trust or the Trustees by any of them in connection with the Trust shall conclusively be deemed to have been executed or done only
in or with respect to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable thereon.
…
…
A Trustee shall be liable to the Trust and to any Shareholder solely for her or his own willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or
mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration
of Trust, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice.”
In
addition, Article III section 7 of such Agreement and Declaration of Trust provides for the indemnification of shareholders of the Registrant
as follows: “If any Shareholder or former Shareholder shall be exposed to liability by reason of a claim or demand relating to such
Person being or having been a Shareholder, and not because of such Person’s acts or omissions, the Shareholder or former Shareholder
(or such Person’s heirs, executors, administrators, or other legal representatives or in the case of a corporation or other entity,
its corporate or other general successor) shall be entitled to be held harmless from and indemnified out of the assets of the Trust against
all cost and expense reasonably incurred in connection with such claim or demand, but only out of the assets held with respect to the
particular Series of Shares of which such Person is or was a Shareholder and from or in relation to which such liability arose. The Trust
may, at its option and shall, upon request by the Shareholder, assume the defense of any claim made against the Shareholder for any act
or obligation of the Trust and satisfy any judgment thereon from the assets held with respect to the particular series.”
Article
VI Section 2 of the Registrant’s Bylaws incorporated herein by reference to Exhibits b.1-3, provides in relevant part, subject to
certain exceptions and limitations, “every agent shall be indemnified by the Trust to the fullest extent permitted by law against
all liabilities and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she
becomes involved as a party or otherwise by virtue of his or her being or having been an agent.” Such indemnification would not
apply in the case of any liability to which the Registrant would otherwise be subject by reason of or for willful misfeasance, bad faith,
gross negligence or reckless disregard of such person’s duties.
The
Investment Advisory Agreement, Subadvisory Agreements, Custody Agreement, Foreign Custody Manager Agreement, Sub-Administration and Accounting
Services Agreement and Sub-Transfer Agency and Shareholder Services Agreement, each as amended, respectively provide that the Registrant
will indemnify the other party (or parties, as the case may be) to the agreement for certain losses. Similar indemnities to those listed
above may appear in other agreements to which the Registrant is a party.
The
Registrant, in conjunction with VIA and VAIA, the Registrant’s Trustees, and other registered investment management companies
managed by VIA or its affiliates, maintains insurance on behalf of any person who is or was a Trustee, officer, employee, or agent
of the Registrant, or who is or was serving at the request of the Registrant as a trustee, director, officer, employee or agent of
another trust or corporation, against any liability asserted against such person and incurred by him or arising out of his position.
However, in no event will Registrant maintain insurance to indemnify any such person for any act for which the Registrant itself is
not permitted to indemnify him.
Insofar
as indemnification for liability arising under the Securities Act of 1933, as amended (the “Act”), may be permitted to trustees,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit
or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue.
|
Item 31. |
Business and Other Connections of Investment Adviser and Subadvisers |
See
“Management of the Funds” in the Prospectus and “Investment Advisory and Other Services” and “Management
of the Trust” in the Statement of Additional Information which is included in this Post-Effective Amendment. For information as
to the business, profession, vocation or employment of a substantial nature of directors and officers of the Advisers and Subadvisers,
reference is made to each Adviser’s and each Subadviser’s current Form ADV filed under the Investment Advisers Act of 1940,
and incorporated herein by reference
| Adviser |
SEC File No.: |
| VIA |
801-5995 |
| VAIA |
801-67924 |
| Duff & Phelps |
801-14813 |
| FORT |
801-79113 |
| KAR |
801-24241 |
| Newfleet |
801-51559 |
| Vontobel |
801-21953 |
|
Item 32. |
Principal Underwriter |
|
(a) |
VP Distributors, LLC serves as the principal underwriter for the following registrants: |
Virtus
Alternative Solutions Trust, Virtus Asset Trust, Virtus Equity Trust, Virtus Investment Trust, Virtus Opportunities Trust, Virtus Retirement
Trust, Virtus Strategy Trust and Virtus Variable Insurance Trust.
|
(b) |
Directors and executive officers of VP Distributors, One Financial Plaza, Hartford, CT 06103 are as follows: |
Name and Principal
Business Address |
|
Positions and Offices
with Distributor |
|
Positions and Offices
with Registrant |
| |
|
|
|
|
| George R. Aylward |
|
Executive Vice President |
|
President and Trustee |
| Kevin J. Carr |
|
Vice President, Counsel and Secretary |
|
Senior Vice President, Chief Legal Officer, Counsel and Secretary |
| Nancy J. Engberg |
|
Senior Vice President and Assistant Secretary |
|
Senior Vice President and Chief Compliance Officer |
| David Hanley |
|
Senior Vice President and Treasurer |
|
None |
| Barry Mandinach |
|
President |
|
None |
| David C. Martin |
|
Vice President and Chief Compliance Officer |
|
Anti-Money Laundering Officer |
| Richard W. Smirl |
|
Executive Vice President |
|
Executive Vice President |
|
(c) |
To the best of the Registrant’s knowledge, no commissions or other compensation was received by any principal underwriter who is not an affiliated person of the Registrant or an affiliated person of such affiliated person, directly or indirectly, from the Registrant during the Registrant’s last fiscal year. |
|
Item 33. |
Location of Accounts and Records |
Persons
maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act
and the Rules promulgated thereunder include:
| Secretary of the Trust: |
|
Principal Underwriter: |
Kevin J. Carr, Esq.
One Financial Plaza
Hartford, CT 06103 |
|
VP Distributors, LLC
One Financial Plaza
Hartford, CT 06103 |
| |
|
|
| Investment Adviser: |
|
Custodian: |
Virtus Investment Advisers, Inc.
One Financial Plaza
Hartford, CT 06103 |
|
The Bank of New York Mellon
240 Greenwich Street
New York, NY 10286 |
| |
|
|
| Investment Adviser: |
|
|
Virtus Alternative Investment Advisers, Inc.
One Financial Plaza
Hartford, CT 06103 |
|
|
| |
|
|
| Administrator & Transfer Agent: |
|
|
Virtus Fund Services, LLC
One Financial Plaza
Hartford, CT 06103 |
|
|
| |
|
|
| Fund Accountant, Sub-Administrator, Sub-Transfer Agent and Dividend Dispersing Agent: |
|
|
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809 |
|
|
| Subadviser to: Global Infrastructure Fund, Global Real Estate Securities Fund, International Real Estate Securities Fund, Real Asset Fund and Real Estate Securities Fund |
|
|
Duff & Phelps Investment Management Co.
200 South Wacker Drive, Suite 500
Chicago, IL 60606 |
|
|
| |
|
|
| Subadviser to: FORT Trend Fund |
|
|
FORT, L.P.
2 Wisconsin Circle, Suite 1150
Chevy Chase, MD 20815 |
|
|
| Subadviser to: Developing Markets Fund, Emerging Markets Small-Cap Fund, International Small-Cap Fund and International Small-Mid Cap Fund |
|
|
Kayne Anderson Rudnick Investment Management, LLC
1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067 |
|
|
| Subadviser to: Core Plus Bond Fund, High Yield Fund, Low Duration Core Plus | |
|
| Bond Fund, Multi-Sector Intermediate Bond Fund, Multi-Sector Short Term Bond Fund, Senior Floating Rate Fund and Tax-Exempt Bond Fund | |
Subadviser to: Emerging Markets Opportunities Fund, Foreign Opportunities Fund, Global Opportunities Fund, and Greater European Opportunities Fund |
Newfleet Asset Management, LLC
One Financial Plaza
Hartford, CT 06103 | |
Vontobel Asset Management, Inc.
1540 Broadway, 38th Floor
New York, NY 10036 |
|
Item 34. |
Management Services |
None.
None.
None.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has
duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of
Hartford and the State of Connecticut on the 26th day of July, 2021.
| VIRTUS OPPORTUNITIES TRUST |
|
| |
|
|
| By: |
/s/ George R. Aylward |
|
| |
George R. Aylward |
|
| |
President |
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement has been signed below by the
following persons in the capacities indicated on the 26th day of July, 2021.
| Signature |
|
Title |
| |
|
|
| /s/ George R. Aylward |
|
Trustee and President |
| George R. Aylward |
|
(principal executive officer) |
| |
|
|
| /s/ W. Patrick Bradley |
|
Chief Financial Officer and Treasurer |
| W. Patrick Bradley |
|
(principal financial and accounting officer) |
| |
|
|
| * |
|
Trustee |
| Donald C. Burke |
|
|
| |
|
|
| * |
|
Trustee |
| Sidney E. Harris |
|
|
| |
|
|
| * |
|
Trustee |
| John R. Mallin |
|
|
| |
|
|
| * |
|
Trustee |
| Connie D. McDaniel |
|
|
| |
|
|
| * |
|
Trustee and Chairman |
| Philip R. McLoughlin |
|
|
| |
|
|
| * |
|
Trustee |
| Geraldine M. McNamara |
|
|
| |
|
|
| * |
|
Trustee |
| R. Keith Walton |
|
|
| |
|
|
| * |
|
Trustee |
| Brian T. Zino |
|
|
|
*By: |
/s/ George R. Aylward |
|
| |
*George R. Aylward, Attorney-in-Fact,
pursuant to a power of attorney |
|
