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: March 31, 2013

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.

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

SEMIANNUAL REPORT

Virtus Bond Fund*

Virtus CA Tax-Exempt Bond Fund*

Virtus Disciplined Equity Style Fund

Virtus Disciplined Select Bond Fund

Virtus Disciplined Select Country Fund

Virtus Herzfeld Fund

Virtus High Yield Fund*

Virtus Multi-Sector Intermediate Bond Fund*

Virtus Senior Floating Rate Fund*

Virtus Wealth Masters Fund

March 31, 2013

TRUST NAME: VIRTUS OPPORTUNITIES TRUST

* Prospectus supplement applicable to these Funds appears at the back of this semiannual report

Not FDIC Insured

No Bank Guarantee

May Lose Value

Table of Contents

Message to Shareholders		1
Disclosure of Fund Expenses		2
Key Investment Terms		4
Portfolio Holdings Summary Weightings		5
Fund	Schedule of Investments
Virtus Bond Fund (“Bond Fund”)		6
Virtus CA Tax-Exempt Bond Fund (“CA Tax-Exempt Bond Fund”)		13
Virtus Disciplined Equity Style Fund (“Disciplined Equity Style Fund”)		15
Virtus Disciplined Select Bond Fund (“Disciplined Select Bond Fund”)		16
Virtus Disciplined Select Country Fund (“Disciplined Select Country Fund”)		17
Virtus Herzfeld Fund (“Herzfeld Fund”)		18
Virtus High Yield Fund (“High Yield Fund”)		19
Virtus Multi-Sector Intermediate Bond Fund (“Multi-Sector Intermediate Bond Fund”) (f/k/a “Multi-Sector Fixed Income Fund”)		25
Virtus Senior Floating Rate Fund (“Senior Floating Rate Fund”)		35
Virtus Wealth Masters Fund (“Wealth Masters Fund”)		43
Statements of Assets and Liabilities		45
Statements of Operations		48
Statements of Changes in Net Assets		51
Financial Highlights		56
Notes to Financial Statements		62
Consideration of Advisory and Subadvisory Agreements by the Board of Trustees		75

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 Board of 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:

Investors were subject to the vagaries of the financial markets over the past six months. After getting off to a somewhat rocky start in the fourth quarter of 2012, the markets spent the remainder of the period in recovery, ending in positive territory. For the six-month-period ended March 31, 2013, broad equity markets surpassed fixed income markets by a large margin. The S&P 500® Index, a benchmark for U.S. equities, was up 10.2%, while international equities rose 9.6%, as measured by the MSCI All Country World Index (net). During that same period, the Barclays U.S. Aggregate Bond Index, which tracks the U.S. fixed income market, returned 0.1%. A

consistent “flight to quality” among global investors kept demand high for the 10-year U.S. Treasury, keeping its yield under 2%. The changing direction in investor sentiment is encouraging. While the economic situation in Europe and China remains tenuous, the U.S. economy appears to be on the mend, supported by signs of growth in hiring, consumer spending, and housing. In the months ahead, the onus is on the U.S. government to get the country on strong fiscal footing and on corporations to produce robust earnings, which will play a pivotal role in determining future market direction. Market uncertainty is a timely reminder of the importance of portfolio diversification. While diversification cannot guarantee a profit or prevent loss, owning a variety of asset classes may cushion your portfolio against inevitable market fluctuations. Your financial advisor can help you ensure that your portfolio is adequately diversified. Thank you for entrusting Virtus with your assets. We appreciate your business and remain committed to your long-term financial success. Sincerely, George R. Aylward President, Virtus Mutual Funds April 2013

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 the performance shown above.

1

VIRTUS OPPORTUNITIES TRUST

Disclosure of Fund Expenses (Unaudited)

For the six-month period of October 1, 2012 to March 31, 2013

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

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 Account Value October 1, 2012		Ending Account Value March 31, 2013		Annualized Expense Ratio			Expenses Paid During Period*
Bond Fund
Actual
Class A	$	1,000.00	$	1,022.80		0.85	%	$	4.29
Class B		1,000.00		1,019.30		1.60			8.06
Class C		1,000.00		1,019.30		1.60			8.06
Class I		1,000.00		1,024.50		0.60			3.03
Hypothetical (5% return before expenses)
Class A		1,000.00		1,020.64		0.85			4.29
Class B		1,000.00		1,016.85		1.60			8.08
Class C		1,000.00		1,016.85		1.60			8.08
Class I		1,000.00		1,021.90		0.60			3.03
CA Tax-Exempt Bond Fund
Actual
Class A	$	1,000.00	$	1,011.60		0.85	%	$	4.26
Class I		1,000.00		1,012.90		0.60			3.01
Hypothetical (5% return before expenses)
Class A		1,000.00		1,020.64		0.85			4.29
Class I		1,000.00		1,021.90		0.60			3.03
Disciplined Equity Style Fund**
Actual
Class A	$	1,000.00	$	1,122.40		1.60	%	$	4.74
Class C		1,000.00		1,119.10		2.35			6.96
Class I		1,000.00		1,122.50		1.35			4.00
Hypothetical (5% return before expenses since inception)
Class A		1,000.00		1,009.47		1.60			4.50
Class C		1,000.00		1,007.36		2.35			6.61
Class I		1,000.00		1,010.17		1.35			3.80
Hypothetical (5% return before expenses)
Class A	$	1,000.00	$	1,016.85		1.60	%	$	8.08
Class C		1,000.00		1,013.07		2.35			11.86
Class I		1,000.00		1,018.12		1.35			6.82
Disciplined Select Bond Fund**
Actual
Class A	$	1,000.00		$998.98		1.40	%	$	3.91
Class C		1,000.00		996.18		2.15			6.00
Class I		1,000.00		999.28		1.15			3.21
Hypothetical (5% return before expenses since inception)
Class A		1,000.00		1,010.03		1.40			3.94
Class C		1,000.00		1,007.92		2.15			6.05
Class I		1,000.00		1,010.74		1.15			3.24
Hypothetical (5% return before expenses)
Class A	$	1,000.00	$	1,017.86		1.40	%	$	7.07
Class C		1,000.00		1,014.08		2.15			10.85
Class I		1,000.00		1,019.13		1.15			5.81
Disciplined Select Country Fund**
Actual
Class A	$	1,000.00	$	1,047.00		1.70	%	$	4.86
Class C		1,000.00		1,045.00		2.45			7.00
Class I		1,000.00		1,048.00		1.45			4.15
Hypothetical (5% return before expenses since inception)
Class A		1,000.00		1,009.19		1.70			4.78
Class C		1,000.00		1,007.08		2.45			6.89
Class I		1,000.00		1,009.89		1.45			4.08
Hypothetical (5% return before expenses)
Class A	$	1,000.00	$	1,016.35		1.70	%	$	8.58
Class C		1,000.00		1,012.56		2.45			12.37
Class I		1,000.00		1,017.61		1.45			7.32

2

VIRTUS OPPORTUNITIES TRUST

Disclosure of Fund Expenses (Unaudited) (Continued)

For the six-month period of October 1, 2012 to March 31, 2013

Expense Table
	Beginning Account Value October 1, 2012		Ending Account Value March 31, 2013		Annualized Expense Ratio			Expenses Paid During Period*
Herzfeld Fund
Actual
Class A	$	1,000.00	$	1,068.90		1.60	%	$	8.25
Class C		1,000.00		1,064.90		2.35			12.10
Class I		1,000.00		1,071.00		1.35			6.97
Hypothetical (5% return before expenses)
Class A		1,000.00		1,016.85		1.60			8.08
Class C		1,000.00		1,013.07		2.35			11.86
Class I		1,000.00		1,018.12		1.35			6.82
High Yield Fund
Actual
Class A	$	1,000.00	$	1,062.30		1.15	%	$	5.91
Class B		1,000.00		1,057.10		1.90			9.74
Class C		1,000.00		1,056.50		1.90			9.74
Class I		1,000.00		1,063.70		0.90			4.63
Hypothetical (5% return before expenses)
Class A		1,000.00		1,019.12		1.15			5.81
Class B		1,000.00		1,015.34		1.90			9.59
Class C		1,000.00		1,015.34		1.90			9.59
Class I		1,000.00		1,020.39		0.90			4.54
Multi-Sector Intermediate Bond Fund
Actual
Class A	$	1,000.00	$	1,042.10		1.09	%	$	5.55
Class B		1,000.00		1,038.40		1.84			9.35
Class C		1,000.00		1,038.80		1.84			9.35
Class I		1,000.00		1,043.40		0.84			4.28
Hypothetical (5% return before expenses)
Class A		1,000.00		1,019.43		1.09			5.50
Class B		1,000.00		1,015.64		1.84			9.29
Class C		1,000.00		1,015.64		1.84			9.29
Class I		1,000.00		1,020.69		0.84			4.24
Senior Floating Rate Fund
Actual
Class A	$	1,000.00	$	1,038.90		1.24	%	$	6.30
Class C		1,000.00		1,035.00		1.99			10.10
Class I		1,000.00		1,040.30		0.99			5.04
Hypothetical (5% return before expenses)
Class A		1,000.00		1,018.67		1.24			6.26
Class C		1,000.00		1,014.88		1.99			10.05
Class I		1,000.00		1,019.93		0.99			5.00

Expense Table
	Beginning Account Value October 1, 2012		Ending Account Value March 31, 2013		Annualized Expense Ratio			Expenses Paid During Period*
Wealth Masters Fund
Actual
Class A	$	1,000.00	$	1,131.30		1.45	%	$	7.70
Class C		1,000.00		1,127.80		2.20			11.67
Class I		1,000.00		1,132.10		1.20			6.38
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.56		1.45			7.32
Class C		1,000.00		1,013.82		2.20			11.11
Class I		1,000.00		1,018.87		1.20			6.06

* Expenses are equal to the relevant Funds’ annualized expense ratio, which is net of waived fees and reimbursed expenses, if applicable, multiplied by the average account value over the period, multiplied by the number of days (182) expenses were accrued in the most recent fiscal half-year, then divided by 365 to reflect the one-half year period.

** December 20, 2012 is the date the Fund started accruing expenses. Expenses are equal to the relevant Funds’ annualized expense ratio, which is net of waived fees and reimbursed expenses, if applicable, multiplied by the average account value over the period, multiplied by the number of days (102) expenses were accrued in the most recent fiscal half-year, then divided by 365 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.

3

KEY INVESTMENT TERMS

MARCH 31, 2013 (Unaudited)

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 U.S. Aggregate Bond Index

The Barclays 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.

Hybrid Fund

A mutual fund that invests in both stocks and bonds. The ratio of stocks and bonds can vary proportionally over time or remained fixed.

iShares^®

Represents shares of an open-end exchange-traded fund.

MSCI All Country World Index (Net)

The MSCI AC World Index (Net) is a free float-adjusted market capitalization-weighted index that measures equity performance of developed and emerging markets. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged and not available for direct investment.

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.

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.

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 New York Stock Exchange (NYSE).

When-issued and Forward Commitments (Delayed Delivery)

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.

4

VIRTUS OPPORTUNITIES TRUST

PORTFOLIO HOLDINGS SUMMARY WEIGHTINGS

MARCH 31, 2013 (Unaudited)

For each Fund, the following tables present portfolio holdings within certain sectors or countries and as a percentage of total investments attributable to each sector.

Bond Fund
Corporate Bonds and Notes	50	%
Mortgage-Backed Securities	25
Loan Agreements	9
Foreign Government Securities	7
Asset-Backed Securities	5
Municipal Securities	1
Other (includes short-term investments)	3
	100	%

CA Tax-Exempt Bond Fund
General Obligation	19	%
General Revenue	19
Pre-Refunded	17
Water & Sewer Revenue	10
Transportation Revenue	9
Higher Education Revenue	7
Medical Revenue	6
Other (includes short-term investments)	13
	100	%

Disciplined Equity Style Fund
Exchange-Traded Funds	99	%
Other (includes short-term investments)	1
Total	100	%

Disciplined Select Bond Fund
Exchange-Traded Treasury Funds	50	%
Exchange-Traded Investment Grade Funds	37
Exchange-Traded High-Yield Funds	12
Other (includes short-term investments)	1
Total	100	%

Disciplined Select Country Fund
Exchange-Traded Funds European Indexes	61	%
Exchange-Traded Funds Asian Indexes	38
Other (includes short-term investments)	1
Total	100	%

Herzfeld Fund
Fixed Income Funds	22	%
Equity Funds	22
Hybrid Funds	2
International Equity Funds	20
International Fixed Income Funds	5
Convertible Funds	5
Municipal Bonds	3
Other (includes short-term investments)	21
	100	%

Virtus High Yield Fund
Corporate Bonds and Notes	81	%
Loan Agreements	11
Foreign Government Securities	3
Mortgage-Backed Securities	2
Preferred Stock	1
Other (includes short-term investments)	2
Total	100	%

Multi-Sector Intermediate Bond Fund
Corporate Bonds and Notes	58	%
Loan Agreements	15
Foreign Government Securities	12
Mortgage-Backed Securities	9
Asset-Backed Securities	4
Other (includes short-term investments)	2
	100	%

Virtus Senior Floating Rate Fund
Loan Agreements	76	%
Corporate Bonds and Notes	9
Other (includes short-term investments)	15
Total	100	%

Wealth Masters Fund
Consumer Discretionary	36	%
Financials	17
Information Technology	17
Industrials	9
Consumer Staples	6
Energy	5
Materials	5
Other (includes short-term investments)	5
Total	100	%

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

5

VIRTUS BOND FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE			VALUE
MUNICIPAL BONDS—1.3%
Georgia—0.2%
Rockdale County Water & Sewerage Authority 3.060%, 7/1/24	$	255		$	258
Michigan—0.1%
City of Flat Rock Finance Authority, Taxable Series A, 6.750%, 10/1/16		65			67
Rhode Island—1.0%
City of Woonsocket Pension Funding Taxable (AGM Insured) 5.660%, 7/15/13		1,000			1,009
TOTAL MUNICIPAL BONDS (Identified Cost $1,324)					1,334
FOREIGN GOVERNMENT SECURITIES—6.9%
Bolivarian Republic of Venezuela RegS 12.750%, 8/23/22(4)		245			287
Commonwealth of Australia Series 118, 6.500%, 5/15/13		255	AUD		267
New South Wales Treasury Corp. 5.500%, 3/1/17		240	AUD		270
Commonwealth of Canada 2.000%, 3/1/14		270	CAD		268
Commonwealth of New Zealand
Series 413, 6.500%, 4/15/13		330	NZD		277
Series 415, 6.000%, 4/15/15		120	NZD		107
Federative Republic of Brazil 8.500%, 1/5/24		475	BRL		250
Hellenic Republic 2.000%, 2/24/27(2)		185	EUR		95
Kingdom of Morocco 144A 4.250%, 12/11/22(3)		270			276
Kingdom of Norway Series 470, 6.500%, 5/15/13		2,190	NOK		377
Treasury Bill, 0.000%, 12/18/13		1,150	NOK		195
Mongolia 144A 5.125%, 12/5/22(3)		200			187
Republic of Colombia 4.375%, 3/21/23		490,000	COP		277
Republic of Croatia 144A 6.375%, 3/24/21(3)		280			301
Republic of Indonesia 5.625%, 5/15/23		1,478,000	IDR		151
Republic of Peru 144A 7.840%, 8/12/20(4)		575	PEN		280
Republic of Philippines 4.950%, 1/15/21		6,000	PHP		168

	PAR VALUE			VALUE
FOREIGN GOVERNMENT SECURITIES—continued
Republic of Portugal 4.950%, 10/25/23	$	130	EUR	$	149
Republic of Slovenia 144A 5.500%, 10/26/22(3)		270			258
Republic of Turkey Series 5YR 9.000%, 3/8/17		870	TRY		523
Republic of Uruguay 4.375%, 12/15/28		4,907	UYU(13)		325
Russian Federation 144A 7.850%, 3/10/18(3)		15,000	RUB		515
Series 6207 8.150%, 2/3/27		10,050	RUB		349
United Mexican States Series M, 6.000%, 6/18/15		6,990	MXN		587
4.750%, 3/8/44		515			534
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified Cost $7,273)					7,273
MORTGAGE-BACKED SECURITIES—24.9%
Agency—10.4%
FHLMC
7.500%, 4/1/14		2			3
7.000%, 4/1/16		8			8
6.500%, 4/1/31		1,362			1,561
7.000%, 1/1/33		106			124
5.000%, 12/1/35		64			72
FNMA
7.000%, 5/1/14		2			2
6.000%, 10/1/14		41			42
6.500%, 6/1/16		44			47
6.000%, 7/1/17		26			28
5.500%, 9/1/17		57			61
5.000%, 4/1/20		172			186
5.000%, 8/1/21		44			47
6.000%, 5/1/29		70			78
6.500%, 5/1/30		3			3
7.500%, 3/1/31		52			64
7.000%, 7/1/31		48			57
7.000%, 9/1/31		63			73
6.500%, 3/1/32		55			65
5.500%, 4/1/36		191			212
5.500%, 9/1/36		433			474
6.500%, 5/1/37		704			785
6.000%, 9/1/37		32			36
6.000%, 1/1/38		71			79
6.000%, 2/1/38		69			77
6.000%, 3/1/38		407			453
6.000%, 7/1/38		1,112			1,220
6.000%, 8/1/38		67			74
6.000%, 8/1/38		184			205
6.000%, 8/1/38		356			390
6.000%, 8/1/38		873			975
5.000%, 6/1/39		1,337			1,488
5.000%, 9/1/39		322			353
5.500%, 9/1/39		797			873
4.500%, 9/1/40		447			501
GNMA
8.500%, 11/15/22		—	(11)		—	(11)
6.500%, 9/15/28		58			68

	PAR VALUE		VALUE
Agency—continued
7.500%, 9/15/29	$	99	$	115
				10,899
Non-Agency—14.5%
American General Mortgage Loan Trust 10-1A, A1 144A 5.150%, 3/25/58(2)(3)		173		178
Banc of America (Merrill Lynch) Commercial Mortgage, Inc. 05-2, B 5.114%, 7/10/43(2)		440		470
Banc of America Mortgage Securities, Inc. 05-3, 1A15 5.500%, 4/25/35		275		289
Bank of America Funding Corp. 04-B, 2A1 5.468%, 11/20/34(2)		197		197
Bayview Commercial Asset Trust 08-1, A2A 144A 1.204%, 1/25/38(2)(3)		291		288
BCAP LLC Trust 06-RR1, PE 5.000%, 11/25/36		500		516
Bear Stearns Commercial Mortgage Securities, Inc.
06-PW13, AM 5.582%, 9/11/41(2)		235		264
07-T28, A3 5.793%, 9/11/42		1,060		1,090
Citigroup—Deutsche Bank Commercial Mortgage Trust 06-CD2, A3 5.368%, 1/15/46(2)		1,335		1,401
Countrywide Home Loan Mortgage Pass-Through- Trust 04-6, 1A2 2.983%, 5/25/34(2)		512		505
Extended Stay America Trust 13-ESH7, A27 144A 2.958%, 12/5/31(3)		270		273
Goldman Sachs Mortgage Securities Corp. II 07-GG10, A4 5.787%, 8/10/45(2)		950		1,087
Greenwich Capital Commercial Funding Corp. 07-GG9, A4 5.444%, 3/10/39		25		28
JPMorgan Chase Commercial Mortgage Securities Corp. 10-CNTR, A1 144A 3.300%, 8/5/32(3)		441		471
06-LDP7, AM 5.871%, 4/15/45(2)		475		538
JPMorgan Chase Mortgage Trust 04-A4, 2A1 2.654%, 9/25/34(2)		428		437

See Notes to Financial Statements

6

VIRTUS BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Non-Agency—continued
Morgan Stanley Capital I Trust
07-T27, A4 5.651%, 6/11/42(2)	$	565	$	661
05-IQ10, A4B 5.284%, 9/15/42(2)		855		942
08-T29, A4 6.275%, 1/11/43(2)		650		785
07-IQ14, AM 5.663%, 4/15/49(2)		190		200
07-IQ14, A4 5.692%, 4/15/49(2)		300		343
Motel 6 Trust 12-MTLB, D 144A 3.781%, 10/5/25(3)		270		270
Reperforming Loan REMIC Trust 03-R4, 2A 144A 6.500%, 1/25/34(2)(3)		239		248
SMA Issuer I LLC 12-LV1, A 144A 3.500%, 8/20/25(3)		182		183
Springleaf Mortgage Loan Trust 12-3A, A 144A 1.570%, 12/25/59(2)(3)		497		498
Structured Adjustable Rate Mortgage Loan Trust 04-18, 1A2 2.730%, 12/25/34(2)		311		279
Structured Asset Securities Corp. Mortgage Pass- Through Certificates 03-14, 3A1 5.493%, 5/25/33(2)		404		413
Wachovia Bank Commercial Mortgage Trust
07-C30, A5 5.342%, 12/15/43		715		809
07-C33, A4 5.926%, 2/15/51(2)		950		1,089
Washington Mutual Mortgage Pass-Through Certificates 03-S11, 3A5 5.950%, 11/25/33		413		437
				15,189
TOTAL MORTGAGE-BACKED SECURITIES
(Identified Cost $25,136)				26,088
ASSET-BACKED SECURITIES—5.1%
AmeriCredit Automobile Receivables Trust 12-3, C 2.420%, 5/8/18		500		514
Avis Budget Rental Car Funding (AESOP) LLC
11-3A, A 144A 3.410%, 11/20/17(3)		535		571
12-3A, A 144A 2.100%, 3/20/19(3)		375		383

	PAR VALUE		VALUE
ASSET-BACKED SECURITIES—continued
Centre Point Funding LLC 12-2A, 1 144A 2.610%, 8/20/21(3)	$	504	$	510
Countrywide Asset-Backed Certificates 05-1, AF5A 5.497%, 7/25/35		280		274
Fairway Outdoor Funding LLC 12-1A, A2 144A 4.212%, 10/15/42(3)		158		167
GSAA Home Equity Trust 05-12, AF3W 4.999%, 9/25/35(2)		305		308
Orange Lake Timeshare Trust 12-AA, A 144A 3.450%, 3/10/27(3)		148		154
Santander Drive Auto Receivables Trust
12-2, D 3.870%, 2/15/18		500		526
12-3, C 3.010%, 4/16/18		545		566
13-1, D 2.270%, 1/15/19		215		215
Sierra Timeshare Receivables Funding, LLC 12-3A, A 144A 1.870%, 8/20/29(3)		437		439
Silverleaf Finance XV LLC 12-D, A 144A 3.000%, 3/17/25(3)		228		232
Tidewater Auto Receivables Trust 12-AA, B 144A 2.430%, 4/15/19(3)		215		215
Westgate Resorts LLC 12-2A, A 144A 3.000%, 1/20/25(3)		287		290
TOTAL ASSET-BACKED SECURITIES (Identified Cost $5,311)				5,364
CORPORATE BONDS AND NOTES—50.4%
Consumer Discretionary—4.0%
American Axle & Manufacturing, Inc. 6.250%, 3/15/21		220		227
Automotores Gildemeister SA 144A 6.750%, 1/15/23(3)		215		226
Boyd Gaming Corp. 144A 9.000%, 7/1/20(3)		200		209
Brookfield Residential Properties, Inc. 144A 6.500%, 12/15/20(3)		215		231
Claire’s Stores, Inc. 144A 9.000%, 3/15/19(3)		210		238
Clear Channel Communications, Inc. 144A 9.000%, 12/15/19(3)		90		87
HD Supply, Inc. 10.500%, 1/15/21		110		115

	PAR VALUE		VALUE
Consumer Discretionary—continued
Isle of Capri Casinos, Inc. 144A 5.875%, 3/15/21(3)	$	210	$	211
Jones Group, Inc. (The) Apparel Group Holdings 6.875%, 3/15/19		130		138
Landry’s, Inc. 144A 9.375%, 5/1/20(3)		260		281
MGM Resorts International 144A 6.750%, 10/1/20(3)		215		228
QVC, Inc. 144A 4.375%, 3/15/23(3)		265		268
Six Flags Entertainment Corp. 144A 5.250%, 1/15/21(3)		235		236
Station Casinos LLC 144A 7.500%, 3/1/21(3)		230		238
Time Warner Cable, Inc.
5.000%, 2/1/20		390		444
4.000%, 9/1/21		265		283
TRW Automotive, Inc. 144A 4.500%, 3/1/21(3)		70		71
United Artists Theatre Circuit, Inc. Series 95-BD,1 9.300%, 7/1/15(5)(6)		12		12
WMG Acquisition Corp. 144A 6.000%, 1/15/21(3)		165		174
Wyndham Worldwide Corp. 3.900%, 3/1/23		260		261
				4,178
Consumer Staples—1.7%
American Rock Salt Co. LLC 144A 8.250%, 5/1/18(3)		570		544
Chiquita Brands International, Inc. 144A 7.875%, 2/1/21(3)		145		152
CVS Pass-Through-Trust 144A 7.507%, 1/10/32(3)		248		322
Flowers Foods, Inc. 4.375%, 4/1/22		275		280
Hawk Acquisition Sub, Inc. 144A 4.250%, 10/15/20(3)		205		206
Reynolds American, Inc. 3.250%, 11/1/22		295		292
				1,796
Energy—5.7%
Breitburn Energy Partners LP (Breitburn Finance Corp.) 7.875%, 4/15/22		175		188
Chesapeake Energy Corp. 5.375%, 6/15/21		215		216

See Notes to Financial Statements

7

VIRTUS BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE			VALUE
Energy—continued
Compagnie Generale de Geophysique—Veritas 6.500%, 6/1/21	$	200		$	211
El Paso Pipeline Partners Operating Co. LLC 7.500%, 11/15/40		505			666
Energy Transfer Partners LP 5.200%, 2/1/22		285			320
EPL Oil & Gas, Inc. 144A 8.250%, 2/15/18(3)		280			298
Expro Finance Luxembourg SCA 144A 8.500%, 12/15/16(3)		120			128
Gazprom OAO (Gaz Capital SA) 144A 3.850%, 2/6/20(3)(9)		430			430
Halcon Resources Corp. 144A 8.875%, 5/15/21(3)		115			125
OGX Austria GmbH 144A 8.500%, 6/1/18(3)		560			440
Petrobras International Finance Co. 5.375%, 1/27/21		515			556
Petroleos de Venezuela SA RegS 8.500%, 11/2/17(4)		310			302
Petroleos Mexicanos 3.500%, 1/30/23(3)		355			354
Petropower I Funding Trust 144A 7.360%, 2/15/14(3)(6)		22			22
Phillips 66
4.300%, 4/1/22		515			566
5.875%, 5/1/42		340			400
Rowan Cos., Inc. 4.875%, 6/1/22		255			277
Weatherford International Ltd. 4.500%, 4/15/22		310			320
Williams Cos., Inc. (The) 3.700%, 1/15/23		200			199
					6,018
Financials—23.6%
Air Lease Corp. 4.750%, 3/1/20		215			220
Aircastle Ltd.
6.250%, 12/1/19		225			247
7.625%, 4/15/20		200			232
Akbank TAS
144A 3.875%, 10/24/17(3)		350			357
144A 7.500%, 2/5/18(3)		375	TRY		204
Alfa Bank OJSC (Alfa Bond Issuance plc) RegS 7.875%, 9/25/17(4)(9)		250			283
ALROSA Finance SA 144A 7.750%, 11/3/20(3)		240			282
AvalonBay Communities, Inc. 2.950%, 9/15/22		325			320

	PAR VALUE			VALUE
Financials—continued
Avis Budget Car Rental LLC 144A 5.500%, 4/1/23(3)	$	265		$	266
Banco de Credito e Inversiones 144A 4.000%, 2/11/23(3)		275			272
Banco Santander Brasil SA 144A 8.000%, 3/18/16(3)		415	BRL		207
Banco Santander Chile 144A 3.875%, 9/20/22(3)		450			454
Banco Votorantim SA 144A 7.375%, 1/21/20(3)		300			339
Bancolombia SA 5.125%, 9/11/22		260			261
Bank of America Corp.
5.750%, 8/15/16		250			279
5.625%, 7/1/20		235			274
Bank of India 144A 3.625%, 9/21/18(3)		265			266
Barclays Bank plc 144A 6.050%, 12/4/17(3)		250			279
Capital One Financial Corp. 6.150%, 9/1/16		455			523
Carlyle Holdings Finance LLC 144A 3.875%, 2/1/23(3)		270			277
Chubb Corp. (The) 6.375%, 3/29/67(2)		250			275
Citigroup, Inc. 4.050%, 7/30/22		540			558
Developers Diversified Realty Corp. 7.875%, 9/1/20		540			688
Development Bank of Kazakhstan JSC 144A 4.125%, 12/10/22(3)		290			281
Digital Realty Trust LP 5.250%, 3/15/21		625			693
ESAL GmbH 144A 6.250%, 2/5/23(3)		200			202
Ford Motor Credit Co. LLC 5.750%, 2/1/21		235			267
General Electric Capital Corp. 4.650%, 10/17/21		95			106
General Motors Financial Co., Inc. 144A 4.750%, 8/15/17(3)		220			230
GFI Group, Inc. 9.625%, 7/19/18		220			208
Goldman Sachs Group, Inc. (The)
6.000%, 6/15/20		360			425
5.750%, 1/24/22		500			582
HCP, Inc. 2.625%, 2/1/20		300			302
Hexion U.S. Finance Corp.
144A 8.875%, 2/1/18(3)		265			276
6.625%, 4/15/20		65			66
144A 6.625%, 4/15/20(3)		200			202

	PAR VALUE		VALUE
Financials—continued
Highwoods Realty LP 3.625%, 1/15/23	$	270	$	267
Hutchison Whampoa International Ltd. Series 12 144A 6.000%(2)(3)(7)(8)		310		331
Intelsat Jackson Holdings SA 144A 6.625%, 12/15/22(3)		175		186
International Lease Finance Corp.
3.875%, 4/15/18		105		105
6.250%, 5/15/19		240		264
Intesa San Paolo SpA 3.125%, 1/15/16		215		210
Itau Unibanco Holding SA 144A 5.125%, 5/13/23(3)		295		300
Jefferies Group LLC 5.125%, 1/20/23		65		69
JPMorgan Chase & Co.
6.125%, 6/27/17		320		376
4.400%, 7/22/20		425		471
3.250%, 9/23/22		735		734
Kazakhstan Temir Zholy Finance BV 144A 6.950%, 7/10/42(3)		215		252
Kazkommertsbank JSC RegS 8.000%, 11/3/15(4)		115		115
KeyCorp 5.100%, 3/24/21		405		472
Korea Finance Corp. 4.625%, 11/16/21		200		225
Legg Mason, Inc. 5.500%, 5/21/19		240		261
Lincoln National Corp. 4.200%, 3/15/22		530		576
Macquarie Bank Ltd. 144A 6.625%, 4/7/21(3)		15		17
Macquarie Group Ltd. 144A 6.250%, 1/14/21(3)		210		233
Morgan Stanley
5.550%, 4/27/17		330		373
5.500%, 7/28/21		200		229
6.375%, 7/24/42		435		523
Nordea Bank AB 144A 4.250%, 9/21/22(3)		265		271
Novatek OAO (Novatek Finance Ltd.) 144A 4.422%, 12/13/22(3)(9)		285		283
Phosagro OAO (Phosagro Bond Funding Ltd.) 144A 4.204%, 2/13/18(3)(9)		265		264
PKO Finance AB 144A 4.630%, 9/26/22(3)(9)		255		264
Post Apartment Homes LP 3.375%, 12/1/22		200		202
Prudential Financial, Inc.
5.875%, 9/15/42(2)(8)		190		202
5.200%, 3/15/44(2)		770		773

See Notes to Financial Statements

8

VIRTUS BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Financials—continued
QGOG Constellation S.A. 144A 6.250%, 11/9/19(3)	$	220	$	233
Russian Agricultural Bank OJSC (RSHB Capital SA) 144A 5.298%, 12/27/17(3)		220		233
Santander Holdings USA, Inc. 3.000%, 9/24/15		200		205
Sberbank of Russia (Sberbank CapItal SA) 144A 4.950%, 2/7/17(3)(9)		200		213
144A 5.125%, 10/29/22(3)(9)		320		320
SLM Corp. 7.250%, 1/25/22		200		224
Sumitomo Mitsui Banking Corp. 3.000%, 1/18/23		275		275
TMK OAO (TMK Capital SA) 144A 6.750%, 4/3/20(3)(9)		210		207
Turkiye Garanti Bankasi AS 144A 5.250%, 9/13/22(3)		305		318
Turkiye Is Bankasi 144A 3.875%, 11/7/17(3)		335		340
UBS AG 7.625%, 8/17/22		500		559
UPCB Finance VI Ltd. 144A 6.875%, 1/15/22(3)		165		180
Ventas Realty LP (Ventas Capital Corp.) 3.250%, 8/15/22		250		249
VTB Bank OJSC (VTB Capital SA) 144A 6.000%, 4/12/17(3)(9)		500		535
Wells Fargo & Co. 3.450%, 2/13/23		310		312
Yapi ve Kredi Bankasi AS 144A 4.000%, 1/22/20(3)		270		267
				24,721
Health Care—1.5%
Boston Scientific Corp. 6.000%, 1/15/20		305		357
Cardinal Health, Inc. 3.200%, 3/15/23		130		130
HCA, Inc. 6.500%, 2/15/20		330		373
inVentiv Health, Inc. 144A 9.000%, 1/15/18(3)		110		116
Mylan, Inc. 144A 3.125%, 1/15/23(3)		325		320
Tenet Healthcare Corp. 144A 4.500%, 4/1/21(3)		30		30
VPI Escrow Corp. 144A 6.375%, 10/15/20(3)		210		222
				1,548

	PAR VALUE		VALUE
Industrials—5.4%
America West Airlines, Inc. Pass-Through-Trust Series 00-1, G 8.057%, 7/2/20	$	265	$	296
American Airlines Pass-Through-Trust 13-1, A 144A 4.000%, 7/15/25(3)		210		214
Bharti Airtel International Netherlands BV 144A 5.125%, 3/11/23(3)		210		212
Bombardier, Inc. 144A 6.125%, 1/15/23(3)		215		224
Carpenter Technology Corp. 4.450%, 3/1/23		250		257
CHC Helicopter SA 9.250%, 10/15/20		160		171
Continental Airlines Pass-Through-Trust 97-4, A 6.900%, 1/2/18		270		293
99-1, A 6.545%, 2/2/19		414		457
00-1, A-1 8.048%, 11/1/20		468		543
Delta Air Lines Pass-Through-Trust 12-1A, 1A 4. 750%, 5/7/20		345		373
NCL Corp. Ltd. 144A 5.000%, 2/15/18(3)		20		20
Norfolk Southern Corp. 144A 2.903%, 2/15/23(3)		275		276
Northwest Airlines Pass-Through-Trust 02-1, G2 6.264%, 11/20/21		371		393
Rexel SA 144A 5.250%, 6/15/20(3)		210		214
Sappi Papier Holding GmbH 144A 7.750%, 7/15/17(3)		200		222
ServiceMaster Co. 144A 7.000%, 8/15/20(3)		220		229
Spirit Aerosystems, Inc. 6.750%, 12/15/20		205		220
Sydney Airport Finance Co. Ltd. 144A 3.900%, 3/22/23(3)		305		310
U.S. Airways Pass-Through-Trust 11-1 A 7.125%, 10/22/23		472		541
Zoetis, Inc. 144A 3.250%, 2/1/23(3)		155		157
				5,622
Information Technology—1.6%
Ceridian Corp. 144A 11.000%, 3/15/21(3)		5		5
Dun & Bradstreet Corp. (The) 4.375%, 12/1/22		270		275

	PAR VALUE		VALUE
Information Technology—continued
EarthLink, Inc. 8.875%, 5/15/19	$	165	$	167
First Data Corp. 11.250%, 3/31/16		150		152
144A 6.750%, 11/1/20(3)		275		288
144A 11.250%, 1/15/21(3)		225		235
Igloo Holdings Corp. PIK Interest Capitalization 144A 8.250%, 12/15/17(3)		45		46
SunGard Data Systems, Inc. 144A 6.625%, 11/1/19(3)		45		47
Xerox Corp. 4.500%, 5/15/21		425		455
				1,670
Materials—3.4%
Alpek SA de CV 144A 4.500%, 11/20/22(3)		385		399
Calumet Specialty Products Partners LP (Calumet Finance Corp.) 144A 9.625%, 8/1/20(3)		160		181
Cemex SAB de CV 144A 5.875%, 3/25/19(3)		265		268
Eldorado Gold Corp. 144A 6.125%, 12/15/20(3)		95		99
EuroChem Mineral & Chemical Co. OJSC (EuroChem GI Ltd.) 144A 5.125%, 12/12/17(3)(9)		275		281
Ineos Finance plc 144A 8.375%, 2/15/19(3)		200		222
NewMarket Corp. 144A 4.100%, 12/15/22(3)		288		293
Nufarm Australia Ltd. 144A 6.375%, 10/15/19(3)		305		314
PTT Global Chemical plc RegS 4.250%, 9/19/22(4)		225		235
Sealed Air Corp. 144A 6.500%, 12/1/20(3)		60		66
Tenedora Nemak SA de CV 144A 5.500%, 2/28/23(3)		210		213
Tronox Finance LLC 144A 6.375%, 8/15/20(3)		160		156
United States Steel Corp. 6.875%, 4/1/21		265		274
Vale Overseas Ltd. 4.375%, 1/11/22		330		339
Vedanta Resources plc 144A 9.500%, 7/18/18(3)		215		254
				3,594
Telecommunication Services—2.7%
AT&T, Inc. 3.875%, 8/15/21		425		460

See Notes to Financial Statements

9

VIRTUS BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Telecommunication Services—continued
CenturyLink, Inc. Series S, 6.450%, 6/15/21	$	245	$	260
Cincinnati Bell, Inc. 8.375%, 10/15/20		210		219
Crown Castle Towers LLC 144A 4.883%, 8/15/20(3)		600		691
Frontier Communications Corp. 7.125%, 1/15/23		220		224
GCI, Inc. 8.625%, 11/15/19		200		212
Koninklijke KPN NV 144A 7.000%, 3/28/73(2)(3)		210		208
Level 3 Financing, Inc. 144A 7.000%, 6/1/20(3)		160		168
Windstream Corp. 7.750%, 10/15/20		330		360
				2,802
Utilities—0.8%
Abu Dhabi National Energy Co. 144A 2.500%, 1/12/18(3)		270		272
Centrais Eletricas Brasileiras SA RegS 5.750%, 10/27/21(4)		200		213
Dominion Resources, Inc. 8.875%, 1/15/19		100		136
Electricite de France SA 144A 5.250%(2)(3)(7)(8)		280		278
				899
TOTAL CORPORATE BONDS AND NOTES
(Identified Cost $51,146)				52,848
CONVERTIBLE BONDS—0.6%
General Electric Capital Corp. Series A 7.125%(2)(7)		590		687
TOTAL CONVERTIBLE BONDS
(Identified Cost $590)				687
LOAN AGREEMENTS(2)—8.6%
Consumer Discretionary—1.4%
Caesars Entertainment Operating Co., Inc. (Harrah’s Operating Company, Inc.) Tranche B- 6, 5.454%, 1/28/18		192		178
Clear Channel Communications, Inc. Tranche B, 3.854%, 1/29/16		120		107
EB Sports Corp. 11.500%, 12/31/15		170		170
Federal-Mogul Corp.
Tranche B, 2.138%, 12/29/14		150		140
Tranche C, 2.138%, 12/28/15		78		73

	PAR VALUE		VALUE
Consumer Discretionary—continued
Hostess Brands Acquisition LLC 0.000%, 3/21/20(10)	$	178	$	182
Hubbard Radio LLC Tranche 1, 4.500%, 4/28/17		37		37
Leslie’s Poolmart, Inc. Tranche B 4.630%, 10/16/19		159		162
Peppermill Casinos, Inc. Tranche B, 7.250%, 11/9/18		216		222
Tribune Co. Tranche B, 4.000%, 12/31/19		72		73
Zuffa LLC 5.750%, 2/25/20		140		142
				1,486
Consumer Staples—0.5%
AdvancePierre Foods, Inc. Second Lien, 9.500%, 10/10/17		210		218
Crossmark Holdings, Inc. First Lien, 4.500%, 12/20/19		129		129
Rite Aid Corp. Tranche 1, Second Lien 5.750%, 8/21/20		14		15
Supervalu, Inc. 0.000%, 3/21/19(10)		124		126
				488
Energy—0.4%
FTS International, Inc. (Frac Tech International LLC) 8.500%, 5/6/16		220		209
SES International Holdings Ltd. (Saxon) 5.500%, 2/15/19		179		180
				389
Financials—0.6%
iStar Financial, Inc. 4.500%, 10/15/17		199		201
Nuveen Investments, Inc. Second Lien, 8.250%, 2/28/19		215		219
Walter Investment Management Corp. Tranche B, 5.750%, 11/28/17		232		237
				657
Health Care—0.7%
Ardent Medical Services, Inc. First Lien, 6.750%, 7/2/18		69		70
Second Lien, 11.000%, 1/2/19		79		81

	PAR VALUE		VALUE
Health Care—continued
Aveta, Inc. (MMM Holdings, Inc.) 9.750%, 12/12/17	$	69	$	70
INC Research LLC 6.000%, 7/12/18		79		80
InVentiv Health, Inc. (Ventive Health, Inc.) 7.500%, 8/4/16		110		109
MSO of Puerto Rico, Inc. 9.750%, 12/12/17		51		51
Pharmaceutical Research Associates, Inc. First Lien, 6.500%, 12/10/17		209		212
United Surgical Partners International, Inc. Tranche B, 7.000%, 4/3/19		80		81
				754
Industrials—1.8%
Alliance Laundry Systems LLC First Lien, 4.500%, 12/10/18		318		321
Second Lien, 9.500%, 12/10/19		25		25
Aluma Systems, Inc. (Brand Energy & Infrastructure) Tranche-1 6.250%, 10/23/18		31		31
AWAS Finance Luxemborg S.A. 4.750%, 7/16/18		79		80
Brand Energy & Infrastructure Services, Inc. (FR Brand Acquisition Corp.)
Tranche B-1, First Lien, 6.250%, 10/23/18		128		130
Second Lien, 11.000%, 10/23/19		105		105
Ceridian Corp. Extended, 5.953%, 5/9/17		215		219
CHG Buyer Corp. Second Lien, 9.000%, 11/19/20		52		53
Commercial Barge Line Co. Tranche B, 7.500%, 9/22/19		265		266
Hawker Beechcraft Acquisition Company LLC 5.750%, 2/14/20		215		216
McJunkin Red Man Corp. 6.250%, 11/8/19		156		159
Navistar, Inc. Tranche B, 7.000%, 8/17/17		214		217
SESAC Holding Co. II LLC First Lien, 6.000%, 2/7/19		97		98
				1,920
Information Technology—1.7%
Alcatel-Lucent U.S.A., Inc.
6.250%, 8/1/16		16		16
7.250%, 1/30/19		226		230

See Notes to Financial Statements

10

VIRTUS BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Information Technology—continued
Blue Coat Systems, Inc. 5.750%, 2/15/18	$	274	$	277
CCC Holdings, Inc. Tranche B 0.000%, 12/20/19(10)		91		92
Eze Castle Software, Inc. 0.000%, 3/31/19(10)		16		16
Go Daddy Operating Co. LLC 9.500%, 10/31/14		160		163
Tranche B-1 0.000%, 12/17/18(10)		234		236
IPC Systems, Inc. Tranche C, First Lien, 7.750%, 7/31/17		164		163
Ipreo Holdings LLC
Tranche B-2 6.500%, 8/7/17		159		161
Tranche B-3 6.500%, 8/7/17		43		44
Riverbed Technology, Inc. 4.000%, 12/18/19		62		63
RP Crown Parent LLC First Lien 6.750%, 12/21/18		53		54
SCS Holdings I, Inc. (Sirius Computer Solutions, Inc.) 8.000%, 12/7/18		111		113
Spansion LLC 0.000%, 12/13/18(10)		68		69
Wall Street Systems Holdings, Inc. Second Lien, 9.250%, 10/25/20		110		111
				1,808
Materials—1.3%
Ameriforge Group, Inc.
First Lien, 6.000%, 12/19/19		50		51
Second Lien, 9.750%, 12/21/20		40		41
Essar Steel Algoma, Inc. (Algoma Steel, Inc.) 8.750%, 9/19/14		214		218
Flash Dutch 2 B.V. & U.S Coatings Acquisition, Inc. Tranche B, 4.750%, 2/1/20		30		30
Fortescue Metals Group Ltd. 5.250%, 10/18/17		284		288
Houghton International, Inc. Holding Corp.
First Lien, 5.000%, 12/20/19		219		223
Second Lien, 9.500%, 12/21/20		110		112
Kronos, Inc.
First Lien, 4.500%, 10/30/19		39		40
Second Lien, 9.750%, 4/30/20		110		115

	PAR VALUE		VALUE
Materials—continued
Noranda Aluminum Acquisition Corp. Tranche B, 5.750%, 2/28/19	$	154	$	156
Tronox, Inc. 0.000%, 3/19/20(10)		57		58
				1,332
Telecommunication Services—0.2%
Integra Telecom Holdings, Inc. 6.000%, 2/22/19		161		164
TOTAL LOAN AGREEMENTS (Identified Cost $8,874)				8,998
	SHARES
PREFERRED STOCK—1.2%
Financials—1.2%
Citigroup Capital XIII 7.875%,		16,200		464
JPMorgan Chase & Co.(2)		280,000		322
Wells Fargo & Co. Series K, 7.98%(2)		230,000		264
Zions Bancorp, Series C, ADR 9.500%		10,190		264
TOTAL PREFERRED STOCK (Identified Cost $1,219)				1,314
TOTAL LONG TERM INVESTMENTS—99.0%
(Identified cost $100,873)				103,906	(12)
SHORT-TERM INVESTMENTS—1.1%
Money Market Mutual Funds—1.1%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		1,103,154		1,103
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $1,103)				1,103
TOTAL INVESTMENTS—100.1%
(Identified Cost $101,976)				105,009	(1)
Other assets and liabilities, net—(0.1)%				(100	)
NET ASSETS—100.0%			$	104,909

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”)

PIK Payment-in-Kind Security

REMIC Real Estate Mortgage Investment Conduit

Foreign Currencies:

AUD Australian Dollar

BRL Brazilian Real

CAD Canadian Dollar

COP Colombian Peso

EUR European Currency Unit

IDR Indonesian Rupiah

MXN Mexican Peso

NOK Norwegian Krone

NZD New Zealand Dollar

PEN Peruvian Nuevo Sol

PHP Philippines Peso

RUB Russian Rubble

TRY Turkish Lira

UYU Uruguayan Peso

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 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 March 31, 2013.

⁽³⁾  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At March 31, 2013, these securities amounted to a value of $30,017 or 28.6% 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.

⁽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⁾  Illiquid security.

⁽⁷⁾  No contractual maturity date

⁽⁸⁾  Interest payments may be deferred.

⁽⁹⁾  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.

⁽¹⁰⁾  This loan will settle after March 31, 2013, at which time the interest rate will be determined.

⁽¹¹⁾  Amounts are less than 500 (not reported in 000s).

⁽¹²⁾  A portion of the Fund’s assets have been segregated for delay delivery settlements.

⁽¹³⁾  Principal is adjusted according to local inflation index.

Country Weightings†
United States	74	%
Luxembourg	3
Australia	2
Brazil	2
Mexico	2
Turkey	2
Russia	1
Other	14
Total	100	%
† % of total investments as of March 31, 2013

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

See Notes to Financial Statements

11

VIRTUS BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Debt Securities:
Asset-Backed Securities	$	5,364	$	—	$	5,364	$	—
Convertible Bonds		687		—		687		—
Corporate Bonds and Notes		52,848		—		52,836		12
Foreign Government Securities		7,273		—		7,273		—
Loan Agreements		8,998		—		8,998		—
Mortgage-Backed Securities		26,088		—		26,088		—
Municipal Bonds		1,334		—		1,334		—
Equity Securities:
Preferred Stock		1,314		264		1,050		—
Short-Term Investments		1,103		1,103		—		—
Total Investments	$	105,009	$	1,367	$	103,630	$	12

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.

	Corporate Bonds and Notes
Investments in Securities
Balance as of September 30, 2012:	$	14
Accrued discount/(premium)		—
Realized gain (loss)		—
Change in unrealized appreciation (depreciation)		—	(c)
Purchases		—
Sales(b)		(2	)
Transfers into Level 3(a)		—
Transfers from Level 3(a)		—
Balance as of March 31, 2013	$	12	(d)

^(a)  “Transfers into and/or from” represent the ending value as of March 31, 2013, for any investment security where a change in the pricing level occurred from the beginning to the end of the period.

^(b)  Includes paydowns on securities.

^(c)  Amount less than $500.

^(d)  Includes internally fair valued security. See the last paragraph under “Note 2A Security Valuation” for a description of the valuation process in place and a qualitative discussion about sensitive inputs used in Level 3 internally fair valued measurements.

See Notes to Financial Statements

12

VIRTUS CA TAX-EXEMPT BOND FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
MUNICIPAL TAX-EXEMPT BONDS(2)—96.4%
Development Revenue—6.2%
Hercules Redevelopment Agency, Tax-Allocation (AMBAC Insured) 5.000%, 8/1/29	$	500	$	339
Ontario Redevelopment Financing Authority, (NATL Insured) 5.250%, 8/1/13		500		501
San Diego Redevelopment Agency, Tax Allocation Series B (AMBAC Insured) 5.350%, 9/1/24		1,000		1,001
Tax Allocation Series A (AMBAC Insured) 4.750%, 9/1/30		500		504
Santa Clara Redevelopment Agency, (NATL Insured) 5.000%, 6/1/22		1,000		1,005
				3,350
General Obligation—18.4%
Brea Olinda Unified School District, Series A (NATL, FGIC Insured) 6.000%, 8/1/15		150		168
Contra Costa Community College District, 4.000%, 8/1/28		200		212
Gilroy Unified School District, (NATL, FGIC Insured) 5.000%, 8/1/13		500		508
Los Angeles Unified School District, 2002 Election Series C (AGM Insured) 5.000%, 7/1/24		500		573
Series A-1 (NATL Insured) 4.500%, 1/1/28		750		811
Norwalk—La Mirada Unified School District, 2002 Election Series D (AGM Insured) 0.000%, 8/1/33		1,475		569
Placer Union High School District, (AGM Insured) 0.000%, 8/1/32		1,500		603
Rancho Santiago Community College District, 2002 Election Series C (AGM Insured) 0.000%, 9/1/27		1,200		647
Riverside Unified School District, Series C (Assured Guarranty insured) 5.000%, 8/1/32		375		425
Ross Valley School District, 2010 Election Series B 5.000%, 8/1/37		500		573
San Diego Unified School District, 1998 Election, Series C2 (AGM Insured) 5.500%, 7/1/25		225		289
San Rafael City High School District, 2002 Election Series B (NATL, FGIC Insured) 0.000%, 8/1/26		1,000		568
Sequoia Union High School District, 4.000%, 7/1/26		250		271

	PAR VALUE		VALUE
General Obligation—continued
State of California,
5.500%, 3/1/26	$	500	$	583
5.000%, 6/1/32		675		739
5.000%, 9/1/32		300		336
5.000%, 11/1/32		250		276
(AMBAC-BHAC Insured) 4.500%, 10/1/36		300		316
4.500%, 10/1/36		500		527
5.000%, 12/1/37		275		300
6.000%, 4/1/38		250		296
5.000%, 2/1/43		250		275
				9,865
General Revenue—18.4%
Anaheim Public Financing Authority, Series C (AGM Insured) 6.000%, 9/1/16		1,600		1,799
City of Pomona, Certificates of Participation, (AMBAC Insured) 5.500%, 6/1/28		1,000		1,033
Golden State Tobacco Securitization Corp., Series A-1 5.125%, 6/1/47		1,250		1,100
Los Angeles County Public Works Financing Authority, Series A (AGM Insured) 5.500%, 10/1/18		235		266
North City West School Facilities Financing Authority, Series B (AMBAC Insured) 5.250%, 9/1/19		1,000		1,183
Sacramento Area Flood Control Agency, (BHAC Insured) 5.500%, 10/1/28		350		402
5.000%, 10/1/37		750		820
South Bay Regional Public Communications Authority, Series B (ACA Insured) 4.750%, 1/1/31		535		523
State of California Public Works Board, Department of Health Services, Series B (XLCA Insured) 5.000%, 11/1/17		460		510
L Judicial Council Projects-Series A 5.000%, 3/1/29		115		128
Department of General Services, Series A 6.125%, 4/1/29		500		608
Various Capital Projects, Series G-1 5.750%, 10/1/30		550		644
Department of Forestry & Fire Protection, Series E 5.000%, 11/1/32		500		542
Ventura County Public Financing Authority, Series A 5.000%, 11/1/25		250		293
				9,851

	PAR VALUE		VALUE
Higher Education Revenue—6.3%
California Educational Facilities Authority, Univesity of Southern California, Series A 5.000%, 10/1/23	$	250	$	316
Pomona Colllege, Series A 5.000%, 7/1/45		500		536
California State University, Series A (NATL, FGIC Insured) 5.250%, 11/1/38		635		722
University of California,
Series D (NATL, FGIC Insured) 5.000%, 5/15/28		710		787
Series G (NATL, FGIC Insured) 4.750%, 5/15/35		525		533
Series B 4.750%, 5/15/38		500		506
				3,400
Medical Revenue—6.3%
California Health Facilities Financing Authority, Stanford Hospital and Clinics, Series A 5.000%, 11/15/13		125		129
Cedars-Sinai Medical Center, 5.000%, 11/15/34		500		532
Providence Health & Services, Series C 6.500%, 10/1/38		295		352
Kaiser Permanente, Series A 5.250%, 4/1/39		500		543
California Statewide Communities Development Authority, Kaiser Permanente, Series B 5.000%, 3/1/41		525		559
St. Joseph Health System, (FGIC Insured) 5.750%, 7/1/47		500		563
San Benito Health Care District, (CA MTG Insured) 4.000%, 3/1/18		140		156
University of California, Regents Medical, Series A 4.750%, 5/15/31		500		530
				3,364
Natural Gas Revenue—1.9%
Roseville Natural Gas Financing Authority, 5.000%, 2/15/24		750		845
Series A 5.000%, 2/15/27		170		195
				1,040
Power Revenue—4.2%
Imperial Irrigation District, Series B 5.000%, 11/1/36		300		329
Northern California Power Agency, 5.000%, 7/1/32		200		226
Sacramento Municipal Utilities District, Financing Authority, (NATL Insured) 4.750%, 7/1/26		500		538
5.000%, 8/15/26		500		587

See Notes to Financial Statements

13

VIRTUS CA TAX-EXEMPT BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Power Revenue—continued
Southern California Public Power Authority, Series 1, 5.000%, 7/1/28	$	500	$	581
				2,261
Pre-Refunded—16.5%
California Health Facilities Financing Authority, Providence Health & Services, Series C (Pre-refunded 10/1/18 @100) 6.500%, 10/1/18		5		7
California Infrastructure & Economic Development Bank, (Pre-refunded 7/1/26 @100) (AMBAC Insured) 5.125%, 7/1/37		755		997
Contra Costa County Home Mortgage, (GNMA Collateralized) 7.500%, 5/1/14(3)		550		593
Grossmont-Cuyamaca Community College District, Election of 2002 Series A (Pre-refunded 8/1/13 @100) (NATL Insured) 5.000%, 8/1/13		210		213
Los Angeles Harbor Department, 7.600%, 10/1/18(3)		595		713
Metropolitan Water District of Southern California, Series B-1 (Pre-refunded 10/1/13 @100) (NATL, FGIC Insured) 5.000%, 10/1/36		140		143
Northern California Power Agency, Series A (Pre-refunded 7/1/21 @ 100) (AMBAC Insured) 7.500%, 7/1/23		195		267
Riverside County Single Family, Series A (GNMA Collateralized) 7.800%, 5/1/21(3)		4,000		5,767
Stockton Housing Facility, Series A (Pre-refunded 9/20/17 @ 100) (GNMA Collateralized) 5.600%, 3/20/28		175		176
				8,876
Transportation Revenue—8.3%
Bay Area Toll Authority,
Series F-1 5.000%, 4/1/34		500		565
Series F-1 5.125%, 4/1/39		580		653
City of Long Beach Airport, Series A 5.000%, 6/1/30		200		218
Contra Costa Transportation Authority, Series B 5.000%, 3/1/29		260		309
Imperial County Transportation Authority, Series E 4.000%, 6/1/20		500		552
Los Angeles International Airport, Series A 5.000%, 5/15/40		510		568

	PAR VALUE		VALUE
Transportation Revenue—continued
San Diego County Regional Airport Authority, Series A 5.000%, 7/1/23	$	200	$	247
Series B 5.000%, 7/1/40		500		544
Series A 5.000%, 7/1/40		250		272
San Francisco Municipal Transporation Agency, 5.000%, 3/1/42		500		545
				4,473
Water & Sewer Revenue—9.9%
Alameda County Water District Financing Authority, 3.500%, 6/1/41		565		534
California State Department of Water Resources, 5.000%, 12/1/28		35		41
City of Manteca Water Revenue Refinance, 5.000%, 7/1/27		330		388
City of San Francisco Public Utilities Commission Water Revenue, 4.000%, 11/1/32		250		264
Series A 4.500%, 11/1/35		225		242
City of Santa Rosa Wastewater Revenue, Series A 5.000%, 9/1/33		500		566
Delta Diablo Sanitation District, Certificates of Participation (NATL Insured) 0.000%, 12/1/16		1,070		995
East Bay Municipal Utility District, (NATL Insured) 5.000%, 6/1/35		500		537
Orange County Sanitation District, Series A 3.000%, 2/1/31		750		750
Sacramento Suburban Water District, 5.000%, 11/1/25		250		298
Santa Margarita-Dana Point Authority, 5.125%, 8/1/38		600		669
				5,284
TOTAL MUNICIPAL TAX-EXEMPT BONDS
(Identified Cost $47,701)				51,764
TOTAL LONG TERM INVESTMENTS—96.4%
(Identified cost $47,701)				51,764
TOTAL INVESTMENTS—96.4% (Identified Cost $47,701)				51,764	(1)
Other assets and liabilities, net—3.6%				1,907
NET ASSETS—100.0%			$	53,671

Abbrevations

ACA American Capital Access Financial Guarantee Corp.

AGM Assured Guaranty Municipal Corp.

AMBAC American Municipal Bond Assurance Corp.

BHAC Berkshire Hathaway Assurance Corp.

CAMTG California Mortgage Guarantee Program

FGIC Financial Guaranty Insurance Company

GNMA Government National Mortgage Association (“Ginnie Mae”)

NATL National Public Finance Guarantee Corp.

XLCA XL Capital Assurance

Footnote Legend

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾  At March 31, 2013, the concentration of the Fund’s investments by state or territory determined as a percentage of net assets is as follows: California 100%. At March 31, 2013, 54.2% 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 15.1%, and GNMA 12.6%.

⁽³⁾  Escrowed to maturity.

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 2 Significant Observable Inputs
Debt Securities:
Municipal Tax-Exempt Bonds	$	51,764	$	51,764
Total Investments	$	51,764	$	51,764

There are no Level 1 (quoted prices) or Level 3 (significant unobservable inputs) priced securities

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

See Notes to Financial Statements

14

VIRTUS DISCIPLINED EQUITY STYLE FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
EXCHANGE-TRADED FUNDS—99.7%
iShares Russell 1000® Growth Index Fund		5,530	$	394
iShares Russell 2000® Growth Index Fund		3,710		400
iShares Russell Midcap® Growth Index Fund		5,660		396
TOTAL EXCHANGE-TRADED FUNDS
(Identified Cost $1,126)				1,190
TOTAL LONG TERM INVESTMENTS—99.7%
(Identified cost $1,126)				1,190
SHORT-TERM INVESTMENTS—0.6%
Money Market Mutual Funds—0.6%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		7,000		7
TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $7)				7
TOTAL INVESTMENTS—100.3%
(Identified Cost $1,133)				1,197	(1)
Other assets and liabilities, net—(0.3)%				(4	)
NET ASSETS—100.0%			$	1,193

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices
Equity Securities:
Exchange-Traded Funds	$	1,190	$	1,190
Short-Term Investments		7		7
Total Investments	$	1,197	$	1,197

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

15

VIRTUS DISCIPLINED SELECT BOND FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
EXCHANGE-TRADED FUNDS—100.2%
iShares Barclays 7-10 Year Treasury Bond Fund		1,640	$	176
iShares iBoxx $ High Yield Corporate Bond Fund		1,410		133
iShares iBoxx Investment Grade Corporate Bond Fund		3,270		392
iShares Lehman 1-3 Year Treasury Bond Fund		2,080		176
iShares Lehman 20+Year Treasury Bond Fund		1,480		174
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $1,052)				1,051
TOTAL LONG TERM INVESTMENTS—100.2%
(Identified cost $1,052)				1,051
SHORT-TERM INVESTMENTS—0.4%
Money Market Mutual Funds—0.4%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		3,502		4
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $4)				4
TOTAL INVESTMENTS—100.6%
(Identified Cost $1,056)				1,055	(1)
Other assets and liabilities, net—(0.6)%				(6	)
NET ASSETS—100.0%			$	1,049

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices
Equity Securities:
Exchange-Traded Funds	$	1,051	$	1,051
Short-Term Investments		4		4
Total Investments	$	1,055	$	1,055

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

16

VIRTUS DISCIPLINED SELECT COUNTRY FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
EXCHANGE-TRADED FUNDS—99.5%
iShares MSCI Australia Index Fund		3,740	$	101
iShares MSCI France Index Fund		4,260		99
iShares MSCI Germany Index Fund		3,700		91
iShares MSCI Hong Kong Index Fund		1,710		34
iShares MSCI Italy Index Fund		1,940		23
iShares MSCI Japan Index Fund		24,010		259
iShares MSCI Netherlands Investable Market Index Fund		1,490		31
iShares MSCI Singapore Index Fund		1,490		21
iShares MSCI Spain Index Fund		1,030		29
iShares MSCI Sweden Index Fund		1,100		36
iShares MSCI Switzerland Index Fund		3,390		99
iShares MSCI United Kingdom Index Fund		14,760		270
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $1,040)				1,093
TOTAL LONG TERM INVESTMENTS—99.5%
(Identified cost $1,040)				1,093
SHORT-TERM INVESTMENTS—1.1%
Money Market Mutual Funds—1.1%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		12,467		12
TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $12)				12
TOTAL INVESTMENTS—100.6%
(Identified Cost $1,052)				1,105	(1)
Other assets and liabilities, net—(0.6)%				(6	)
NET ASSETS—100.0%			$	1,099

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices
Equity Securities:
Exchange-Traded Funds	$	1,093	$	1,093
Short-Term Investments		12		12
Total Investments	$	1,105	$	1,105

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

17

VIRTUS HERZFELD FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
CLOSED-END FUNDS—84.7%
Convertible Funds—5.4%
AllianzGI Equity & Convertible Income Fund		6,000	$	108
Putnam High Income Securities Fund		13,503		111
				219
Equity Funds—24.5%
Adams Express Co.		12,649		148
Advent Claymore Enhanced Growth & Income Fund		1,708		17
Alpine Total Dynamic Dividend Fund		46,577		191
ASA Gold and Precious Metals Ltd.		3,000		58
BlackRock Enhanced Equity Dividend Trust		8,000		63
Central Securities Corp.		3,736		78
Cohen & Steers Infrastructure Fund, Inc.		4,000		83
Cohen & Steers REIT and Preferred Income Fund, Inc.		2,000		38
Eaton Vance Risk-Managed Diversified Equity Income Fund		2,500		27
Eaton Vance Tax-Managed Diversified Equity Income Fund		2,500		25
General American Investors Co., Inc.		1,069		33
Liberty All Star Equity Fund		5,062		26
Nuveen Real Asset Income and Growth Fund		1,633		33
Petroleum & Resources Corp.		4,054		105
Source Capital, Inc.		500		29
Tri-Continental Corp.		2,500		44
				998
Fixed Income Funds—24.1%
AllianceBernstein Income Fund		7,000		57
American Select Portfolio		15,396		164
BlackRock Build America Bond Trust		2,000		45
BlackRock Credit Allocation Income Trust IV		1,131		16
Brookfield Total Return Fund, Inc.		2,000		50
First Trust Mortgage Income Fund		9,400		155
Guggenheim Build America Bonds Managed Duration Trust		6,099		138
Montgomery Street Income Securities, Inc.		2,300		40
NexPoint Credit Strategies Fund		5,000		39
Nuveen Build America Bond Opportunity Fund		3,800		84
Putnam Master Intermediate Income Trust		4,600		24
Putnam Premier Income Trust		19,000		105
Western Asset/Claymore Inflation-Linked Opportunities & Income Fund		5,000		66
				983

	SHARES		VALUE
Hybrid Fund—1.8%
Calamos Global Dynamic Income Fund		8,000	$	72
International Equity Funds—19.8%
Alpine Global Dynamic Dividend Fund		41,000		197
BlackRock International Growth and Income Trust		14,000		107
Clough Global Equity Fund		2,500		37
Clough Global Opportunities Fund		1,000		13
Delaware Enhanced Global Dividend and Income Fund		5,000		61
Eaton Vance Tax Managed Global Buy Write Opportunities Fund		400		4
Eaton Vance Tax-Managed Global Diversified Equity Income Fund		4,700		44
Korea Fund, Inc. (The)		2,800		109
Morgan Stanley Asia Pacific Fund, Inc.		2,324		37
Singapore Fund, Inc. (The)		3,600		51
Templeton Dragon Fund, Inc.		3,400		95
Thai Fund, Inc. (The)		2,222		53
				808
International Fixed Income Funds—5.4%
Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.		10,329		172
Nuveen Diversified Currency Opportunities Fund		3,850		50
				222
Municipal Bond Funds—3.7%
Nuveen Dividend Advantage Municipal Fund 3		5,000		75
Nuveen Dividend Advantage Municipal Income Fund		5,000		74
				149
TOTAL CLOSED-END FUNDS (Identified Cost $3,360)				3,451
TOTAL LONG TERM INVESTMENTS—84.7%
(Identified Cost $3,360)				3,451
SHORT-TERM INVESTMENTS—23.4%
Money Market Mutual Funds—23.4%
BlackRock Liquidity Funds TempFund Portfolio – Institutional Shares (seven-day effective yield 0.090%)		954,901		955
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $955)				955
TOTAL INVESTMENTS—108.1%
(Identified Cost $4,315)				4,406	(1)
Other assets and liabilities, net—(8.1)%				(329	)
NET ASSETS—100.0%			$	4,077

Abbreviations:

REIT Real Estate Investment Trust

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices
Equity Securities:
Closed-End Funds	$	3,451	$	3,451
Short-Term Investments		955		955
Total Investments	$	4,406	$	4,406

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

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

See Notes to Financial Statements

18

VIRTUS HIGH YIELD FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE			VALUE
FOREIGN GOVERNMENT SECURITIES—2.7%
Argentine Republic Provincia de Neuquen 144A 7.875%, 4/26/21(3)	$	235		$	200
Bolivarian Republic of Venezuela RegS 12.750%, 8/23/22(4)		250			293
Mongolia 144A 5.125%, 12/5/22(3)		325			305
Republic of Slovenia 144A 5.500%, 10/26/22(3)		265			254
Republic of Turkey 9.000%, 3/5/14		625	TRY		354
Series 5YR 9.000%, 3/8/17		450	TRY		270
Republic of Uruguay 4.375%, 12/15/28		4,015	UYU(12)		266
Russian Federation 144A 7.850%, 3/10/18(3)		15,000	RUB		515
Series 6207 8.150%, 2/3/27		7,535	RUB		261
United Mexican States Series M, 6.500%, 6/9/22		3,645	MXN		328
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified Cost $3,079)					3,046
MORTGAGE-BACKED SECURITIES—2.3%
Non-Agency—2.3%
Extended Stay America Trust 13-ESHM, M 144A 7.625%, 12/5/19(3)		500			530
Goldman Sachs Mortgage Pass-Through- Securities Mortgage Loan Trust 05-RP1, 1A3 144A 8.000%, 1/25/35(3)		230			246
MASTR Reperforming Loan Trust 05-1, 1A5 144A 8.000%, 8/25/34(3)		301			315
Structured Adjustable Rate Mortgage Loan Trust 04-18, 1A2 2.730%, 12/25/34(2)		412			369
07-5, 2A1 4.905%, 6/25/37(2)		933			837
SunTrust Adjustable Rate Mortgage Loan Trust 07-S1, 5A1 4.776%, 1/25/37(2)		276			271
TOTAL MORTGAGE-BACKED SECURITIES
(Identified Cost $2,389)					2,568
ASSET-BACKED SECURITIES—0.9%
Countrywide Asset-Backed Certificates 05-1, AF5A 5.497%, 7/25/35(2)		400			392
Drug Royalty Corp., Inc. 12-1, A2 144A 4.474%, 1/15/25(3)		317			319
Residential Funding Mortgage Securities II Home Loan Trust 06-H11, M1 6.010%, 2/25/36(2)		200			200

	PAR VALUE		VALUE
ASSET-BACKED SECURITIES—continued
Terwin Mortgage Trust 04-15AL, A1 144A 5.778%, 7/25/34(2)(3)	$	139	$	139
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $982)				1,050
CORPORATE BONDS AND NOTES—80.0%
Consumer Discretionary—12.0%
Allison Transmission, Inc. 144A 7.125%, 5/15/19(3)		475		514
American Axle & Manufacturing, Inc. 6.250%, 3/15/21		275		283
Ameristar Casinos, Inc. 7.500%, 4/15/21		500		551
Automotores Gildemeister SA 144A 6.750%, 1/15/23(3)		160		169
Boyd Gaming Corp. 144A 9.000%, 7/1/20(3)		500		523
Brookfield Residential Properties, Inc. 144A 6.500%, 12/15/20(3)		385		414
Caesars Entertainment Operating Co., Inc. 10.000%, 12/15/18		345		237
144A 9.000%, 2/15/20(3)		500		506
CCO Holdings LLC 6.500%, 4/30/21		280		298
5.250%, 9/30/22		250		247
Chrysler Group LLC (Chrysler Group, Inc.) 8.250%, 6/15/21		200		224
Claire’s Stores, Inc. 144A 9.000%, 3/15/19(3)		335		380
Clear Channel Communications, Inc. 144A 9.000%, 12/15/19(3)		493		476
Clear Channel Worldwide Holdings, Inc. 144A 6.500%, 11/15/22(3)		70		73
144A 6.500%, 11/15/22(3)		185		196
Gajah Tunggal Tbk PT 144A 7.750%, 2/6/18(3)		400		416
HD Supply, Inc. 10.500%, 1/15/21		670		699
Isle of Capri Casinos, Inc. 144A 5.875%, 3/15/21(3)		390		391
Jones Group, Inc. (The) Apparel Group Holdings 6.875%, 3/15/19		70		75
6.125%, 11/15/34		200		171
Landry’s, Inc. 144A 9.375%, 5/1/20(3)		150		162
Levi Strauss & Co. 144A 6.875%, 5/1/22(3)		100		110
Lynx II Corp. 144A 6.375%, 4/15/23(3)		250		263
MGM Resorts International 144A 6.750%, 10/1/20(3)		1,270		1,349

	PAR VALUE		VALUE
Consumer Discretionary—continued
Nara Cable Funding Ltd. 144A 8.875%, 12/1/18(3)	$	340	$	358
Sally Holdings LLC (Sally Capital, Inc.) 5.750%, 6/1/22		300		315
Sinclair Television Group, Inc. 144A 6.125%, 10/1/22(3)		500		526
Sirius XM Radio, Inc. 144A 5.250%, 8/15/22(3)		275		283
Six Flags Entertainment Corp. 144A 5.250%, 1/15/21(3)		365		366
Station Casinos LLC 144A 7.500%, 3/1/21(3)		310		320
UCI International, Inc. 8.625%, 2/15/19		480		499
United Artists Theatre Circuit, Inc. Series AW-0 9.300%, 7/1/15(5)(6)		1		1
Series BE-9 9.300%, 7/1/15(5)(6)		5		5
Series 95-BD, 1 9.300%, 7/1/15(5)(6)		151		154
Series 95-A 9.300%, 7/1/15(5)(6)		134		137
Univision Communications, Inc. 144A 7.875%, 11/1/20(3)		250		276
Valassis Communication, Inc. 6.625%, 2/1/21		885		949
Visteon Corp. 6.750%, 4/15/19		218		234
WMG Acquisition Corp. 144A 6.000%, 1/15/21(3)		320		337
				13,487
Consumer Staples—3.1%
American Rock Salt Co. LLC 144A 8.250%, 5/1/18(3)		1,000		955
Cencosud SA 144A 4.875%, 1/20/23(3)		270		274
Chiquita Brands International, Inc. 144A 7.875%, 2/1/21(3)		375		394
Hawk Acquisition Sub, Inc. 144A 4.250%, 10/15/20(3)		875		877
Revlon Consumer Products Corp. 144A 5.750%, 2/15/21(3)		300		302
Rite Aid Corp. 9.500%, 6/15/17		350		367
Vector Group Ltd. 144A 7.750%, 2/15/21(3)		300		317
				3,486
Energy—9.5%
Antero Resources Finance Corp. 7.250%, 8/1/19		500		544
Atlas Pipeline Partners LP 144A 6.625%, 10/1/20(3)		255		267

See Notes to Financial Statements

19

VIRTUS HIGH YIELD FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Energy—continued
Bill Barrett Corp. 7.625%, 10/1/19	$	250	$	267
Breitburn Energy Partners LP (Breitburn Finance Corp.) 7.875%, 4/15/22		295		317
Carrizo Oil & Gas, Inc. 8.625%, 10/15/18		230		253
Chesapeake Energy Corp. 6.625%, 8/15/20		260		285
5.375%, 6/15/21		855		860
Compagnie Generale de Geophysique-Veritas 6.500%, 6/1/21		235		248
Energy Transfer Equity LP 7.500%, 10/15/20		275		318
EP Energy LLC 9.375%, 5/1/20		415		481
EPL Oil & Gas, Inc. 144A 8.250%, 2/15/18(3)		270		288
EV Energy Partners LP 8.000%, 4/15/19		125		133
Expro Finance Luxembourg SCA 144A 8.500%, 12/15/16(3)		172		183
Forest Oil Corp. 7.250%, 6/15/19		350		352
Frontier Oil Corp. 6.875%, 11/15/18		220		239
Halcon Resources Corp. 144A 8.875%, 5/15/21(3)		300		325
Linn Energy LLC (Linn Energy Finance Corp.) 7.750%, 2/1/21		490		528
OGX Austria GmbH 144A 8.500%, 6/1/18(3)		750		589
Pacific Rubiales Energy Corp. 144A 5.125%, 3/28/23(3)		100		101
Parker Drilling Co. 9.125%, 4/1/18		400		438
PDC Energy, Inc. 144A 7.750%, 10/15/22(3)		255		272
Petroleos de Venezuela SA RegS 8.500%, 11/2/17(4)		500		488
QEP Resources, Inc. 6.875%, 3/1/21		365		417
Quicksilver Resources, Inc. 7.125%, 4/1/16		400		340
Sabine Pass Liquefaction LLC 144A 5.625%, 2/1/21(3)		285		296
Samson Investment Co. 144A 9.750%, 2/15/20(3)		265		283
SESI LLC 6.375%, 5/1/19		500		540
Targa Resources Partners LP (Targa Resources Partners Finance Corp.) 6.375%, 8/1/22		560		615
Venoco, Inc. 11.500%, 10/1/17		180		194

	PAR VALUE			VALUE
Energy—continued
Zhaikmunai LP (Zhaikmanai International BV) 144A 7.125%, 11/13/19(3)	$	255		$	273
					10,734
Financials—16.6%
Agile Property Holdings Ltd. 144A 8.875%, 4/28/17(3)		520			560
Aircastle Ltd.
6.250%, 12/1/19		270			296
7.625%, 4/15/20		715			831
Alfa Bank OJSC (Alfa Bond Issuance plc) RegS 7.875%, 9/25/17(4)		200			226
144A 7.500%, 9/26/19(3)		200			213
Ally Financial, Inc. 0.000%, 6/15/15		1,000			937
ALROSA Finance SA 144A 7.750%, 11/3/20(3)		280			329
Alta Mesa Holdings LP (Alta Mesa Finance Services Corp.) 9.625%, 10/15/18		275			292
Avis Budget Car Rental LLC 144A 5.500%, 4/1/23(3)		385			386
Banco ABC Brasil SA 144A 7.875%, 4/8/20(3)		310			352
Banco Bilbao Vizcaya Argentaria Bancomer SA 144A 6.500%, 3/10/21(3)		250			284
Banco do Brasil SA 144A 9.250%, (2)(3)(8)(9)		475			577
Banco Santander Brasil SA 144A 8.000%, 3/18/16(3)		550	BRL		275
Bank of Georgia JSC 144A 7.750%, 7/5/17(3)		240			254
Burlington Holdings LLC (Burlington Holding Finance, Inc.) PIK Capitalization Interest 144A 9.000%, 2/15/18(3)		285			291
CIT Group, Inc. 144A 5.500%, 2/15/19(3)		1,000			1,102
CNL Lifestyle Properties, Inc. 7.250%, 4/15/19		500			502
CorpGroup Banking SA 144A 6.750%, 3/15/23(3)		250			263
Credit Bank of Moscow (Credit Bank of Moscow Finance plc) 144A 7.700%, 2/1/18(3)		335			348
E*TRADE Financial Corp. 6.375%, 11/15/19		265			282
ESAL GmbH 144A 6.250%, 2/5/23(3)		395			399
General Motors Financial Co., Inc. 144A 4.750%, 8/15/17(3)		200			209
Genworth Financial, Inc. 7.625%, 9/24/21		265			319
Glen Meadow Pass-Through Trust 144A 6.505%, 2/12/67(2)(3)		480			463

	PAR VALUE			VALUE
Financials—continued
GRD Holdings III Corp. 144A 10.750%, 6/1/19(3)	$	320		$	338
Griffey Intermediate, Inc. (Griffey Finance Sub LLC) 144A 7.000%, 10/15/20(3)		300			307
Hexion U.S. Finance Corp. 144A 8.875%, 2/1/18(3)		545			567
6.625%, 4/15/20		95			96
144A 6.625%, 4/15/20(3)		450			453
International Lease Finance Corp. 6.250%, 5/15/19		455			500
5.875%, 8/15/22		840			906
Jefferies Group LLC 5.125%, 1/20/23		135			143
Kaisa Group Holdings Ltd. 144A 8.875%, 3/19/18(3)		350			356
Kazkommerts Bank International BV 144A 7.875%, 4/7/14(3)		600			614
Landry’s Holdings II, Inc. 144A 10.250%, 1/1/18(3)		175			184
Morgan Stanley 144A 10.090%, 5/3/17(3)		700	BRL		371
Nationstar Mortgage LLC (Nationstar Capital Corp.) 144A 6.500%, 7/1/21(3)		275			288
QGOG Constellation S.A. 144A 6.250%, 11/9/19(3)		305			323
Rent-A-Center, Inc. 6.625%, 11/15/20		495			535
Reynolds Group Issuer, Inc. (Reynolds Group Issuer LLC) 8.500%, 5/15/18		400			422
7.875%, 8/15/19		250			277
SLM Corp. 5.500%, 1/25/23		330			328
Springleaf Finance Corp. 5.400%, 12/1/15		250			258
5.750%, 9/15/16		300			303
TMK OAO (TMK Capital SA) 144A 6.750%, 4/3/20(3)		335			330
United Rentals North America, Inc. 7.375%, 5/15/20		295			329
UPCB Finance Ltd. 144A 7.250%, 11/15/21(3)		250			278
UPCB Finance VI Ltd. 144A 6.875%, 1/15/22(3)		150			164
					18,660
Health Care—4.6%
Alere, Inc. 8.625%, 10/1/18		265			283
Community Health Systems, Inc. (CHS) 7.125%, 7/15/20		180			195

See Notes to Financial Statements

20

VIRTUS HIGH YIELD FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Health Care—continued
HCA, Inc. 7.500%, 2/15/22	$	765	$	882
Health Management Associates, Inc. 7.375%, 1/15/20		250		276
IASIS Healthcare LLC (IASIS Capital Corp.) 8.375%, 5/15/19		590		624
inVentiv Health, Inc. 144A 9.000%, 1/15/18(3)		335		352
Sky Growth Acquisition Corp. 144A 7.375%, 10/15/20(3)		350		372
Symbion, Inc. 8.000%, 6/15/16		320		340
Tenet Healthcare Corp. 144A 4.500%, 4/1/21(3)		285		280
United Surgical Partners International, Inc. 9.000%, 4/1/20		500		569
Universal Hospital Services, Inc. 144A 7.625%, 8/15/20(3)		300		324
Valeant Pharmaceuticals International, Inc. 144A 7.250%, 7/15/22(3)		300		328
VPI Escrow Corp. 144A 6.375%, 10/15/20(3)		290		307
				5,132
Industrials—9.1%
ADS Tactical, Inc. 144A 11.000%, 4/1/18(3)		245		244
ADS Waste Holdings, Inc. 144A 8.250%, 10/1/20(3)		250		271
America West Airlines, Inc. Pass-Through-Trust Series 00-1, G 8.057%, 7/2/20		65		72
Ashton Woods USA LLC (Ashton Woods Finance Co.) 144A 6.875%, 2/15/21(3)		340		346
Automotores Gildemeister SA 144A 8.250%, 5/24/21(3)		150		168
Bharti Airtel International Netherlands BV 144A 5.125%, 3/11/23(3)		275		277
Bombardier, Inc. 144A 6.125%, 1/15/23(3)		565		589
CDRT Holding Corp. PIK Capitalization Interest 144A 9.250%, 10/1/17(3)		260		271
CHC Helicopter SA 9.250%, 10/15/20		280		299
Deluxe Corp. 7.000%, 3/15/19		235		256
Dycom Investments, Inc. 7.125%, 1/15/21		1,000		1,075
DynCorp International, Inc. 10.375%, 7/1/17		460		455

	PAR VALUE			VALUE
Industrials—continued
GeoPark Latin America Ltd. (Agencia en Chile) 144A 7.500%, 2/11/20(3)	$	280		$	293
Gulfmark Offshore, Inc. 6.375%, 3/15/22		400			418
Harland Clarke Holdings Corp. 144A 9.750%, 8/1/18(3)		125			133
Hellenic Railways Organization SA 5.460%, 1/30/14		135	EUR		156
Iron Mountain, Inc. 5.750%, 8/15/24		425			427
Kratos Defense & Security Solutions, Inc. 10.000%, 6/1/17		350			387
NCL Corp. Ltd. 144A 5.000%, 2/15/18(3)		20			20
Northwest Airlines Pass-Through-Trust 01-1, B 7.691%, 4/1/17		327			344
Rexel SA 144A 5.250%, 6/15/20(3)		335			341
Sappi Papier Holding GmbH 144A 7.750%, 7/15/17(3)		250			278
ServiceMaster Co. 144A 7.000%, 8/15/20(3)		365			380
Spectrum Brands Escrow Corp. 144A 6.375%, 11/15/20(3)		385			414
Spirit Aerosystems, Inc. 6.750%, 12/15/20		315			338
U.S. Airways Pass-Through-Trust 98-1 6.850%, 1/30/18		500			530
98-1B 7.350%, 1/30/18		188			192
01-1G 7.076%, 3/20/21		488			527
UAL Pass-Through-Trust 07-01A 6.636%, 7/2/22		701			761
					10,262
Information Technology—4.1%
Avaya, Inc. 144A 7.000%, 4/1/19(3)		300			295
Ceridian Corp. 144A 11.000%, 3/15/21(3)		40			43
CommScope, Inc. 144A 8.250%, 1/15/19(3)		475			518
CoreLogic, Inc. 7.250%, 6/1/21		1,000			1,110
First Data Corp. 11.250%, 3/31/16		440			444
144A 6.750%, 11/1/20(3)		650			681
144A 8.250%, 1/15/21(3)		215			225
144A 11.250%, 1/15/21(3)		410			428
144A 10.625%, 6/15/21(3)		225			229
Hughes Satellite Systems Corp. 7.625%, 6/15/21		250			287

	PAR VALUE		VALUE
Information Technology—continued
Igloo Holdings Corp. PIK Interest Capitalization 144A 8.250%, 12/15/17(3)	$	115	$	118
SunGard Data Systems, Inc. 144A 6.625%, 11/1/19(3)		65		67
Virgin Media Escrow Bonds 0.000%, 10/15/19(5)		167		1
Virgin Media Finance plc 8.375%, 10/15/19		167		187
				4,633
Materials—6.9%
Ardagh Packaging Finance plc 144A 9.125%, 10/15/20(3)		275		304
Calumet Specialty Products Partners LP 9.375%, 5/1/19		230		259
Calumet Specialty Products Partners LP (Calumet Finance Corp.) 144A 9.625%, 8/1/20(3)		200		226
Cascades, Inc. 7.875%, 1/15/20		880		950
Cemex SAB de CV 144A 9.500%, 6/15/18(3)		225		263
144A 5.875%, 3/25/19(3)		400		405
Eldorado Gold Corp. 144A 6.125%, 12/15/20(3)		190		198
EuroChem Mineral & Chemical Co. OJSC (EuroChem GI Ltd.) 144A 5.125%, 12/12/17(3)		235		240
FMG Resources Property Ltd. 144A 6.000%, 4/1/17(3)		300		310
Ineos Finance plc
144A 8.375%, 2/15/19(3)		140		155
144A 7.500%, 5/1/20(3)		220		241
JMC Steel Group 144A 8.250%, 3/15/18(3)		490		522
Libbey Glass, Inc. 6.875%, 5/15/20		500		542
Nufarm Australia Ltd. 144A 6.375%, 10/15/19(3)		255		263
Pactiv LLC 8.125%, 6/15/17		535		564
Sappi Papier Holding GmbH 144A 6.625%, 4/15/21(3)		500		519
Sealed Air Corp. 144A 6.500%, 12/1/20(3)		105		115
144A 5.250%, 4/1/23(3)		105		106
Tenedora Nemak SA de CV 144A 5.500%, 2/28/23(3)		390		396
Tronox Finance LLC 144A 6.375%, 8/15/20(3)		335		326
United States Steel Corp. 6.875%, 4/1/21		340		351
Vedanta Resources plc 144A 9.500%, 7/18/18(3)		395		466
				7,721

See Notes to Financial Statements

21

VIRTUS HIGH YIELD FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE			VALUE
Telecommunication Services—10.9%
America Movil SAB de CV Series 12 6.450%, 12/5/22	$	2,000	MXN	$	170
Axtel SAB de CV 144A 7.000%, 1/31/20(3)		240			214
CenturyLink, Inc. 5.625%, 4/1/20		600			615
Cequel Communications Holdings I LLC (Cequel Capital Corp.) 144A 6.375%, 9/15/20(3)		350			365
Cincinnati Bell, Inc. 8.375%, 10/15/20		280			293
Clearwire Communications LLC (Clearwire Finance, Inc.) 144A 12.000%, 12/1/15(3)		300			324
Equinix, Inc. 4.875%, 4/1/20		205			208
Frontier Communications Corp. 7.125%, 1/15/23		735			747
GCI, Inc. 8.625%, 11/15/19		665			705
Intelsat Jackson Holdings SA 7.250%, 10/15/20		980			1,077
Intelsat Luxembourg SA 144A 7.750%, 6/1/21(3)		335			342
ITC Deltacom, Inc. 10.500%, 4/1/16		773			817
Koninklijke KPN NV 144A 7.000%, 3/28/73(2)(3)(9)		335			331
Level 3 Financing, Inc. 144A 7.000%, 6/1/20(3)		200			210
MetroPCS Wireless, Inc. 6.625%, 11/15/20		570			598
SBA Telecommunications, Inc. 144A 5.750%, 7/15/20(3)		315			329
Sprint Capital Corp. 6.875%, 11/15/28		1,200			1,233
Sprint Nextel Corp. 6.000%, 11/15/22		270			279
Unitymedia Hessen Gmbh & Co. Kg (Unitymedia NRW Gmbh) 144A 5.500%, 1/15/23(3)		750			774
Univision Communications, Inc. 144A 6.750%, 9/15/22(3)		165			179
Vimpel Communications OJSC (VIP Finance Ireland Ltd.) 144A 7.748%, 2/2/21(3)(7)		200			224
WideOpenWest Finance LLC (WideOpenWest
Capital Corp.) 144A 10.250%, 7/15/19(3)		350			391
Wind Acquisition Finance S.A. 144A 11.750%, 7/15/17(3)		300			319
144A 7.250%, 2/15/18(3)		370			386
Windstream Corp.
8.125%, 9/1/18		95			105
7.000%, 3/15/19		750			770
7.750%, 10/15/20		250			272
					12,277

	PAR VALUE		VALUE
Utilities—3.2%
AES Corp. (The) 7.375%, 7/1/21	$	500	$	582
AmeriGas Partners LP (AmeriGas Finance Corp.)
6.250%, 8/20/19		230		246
7.000%, 5/20/22		300		328
Calpine Corp. 144A 7.500%, 2/15/21(3)		638		703
Electricite de France SA 144A 5.250%(2)(3)(8)(9)		405		403
Energy Future Intermediate Holding Co. LLC ( Energy Future Intermediate Holding Finance, Inc.) 10.000%, 12/1/20		250		285
NRG Energy, Inc.
7.625%, 5/15/19		505		548
144A 6.625%, 3/15/23(3)		70		75
Texas Competitive Electric Holdings Co., LLC (Texas Competitive Holdings Finance, Inc.) 144A 11.500%, 10/1/20(3)		500		376
				3,546
TOTAL CORPORATE BONDS AND NOTES (Identified Cost $85,452)				89,938
LOAN AGREEMENTS(2)—11.3%
Consumer Discretionary—3.1%
BJ’s Wholesale Club, Inc. Second Lien, 9.750%, 3/26/20		85		88
Chrysler Group LLC Tranche B, 6.000%, 5/24/17		295		301
Clear Channel Communications, Inc. Tranche B, 3.854%, 1/29/16		448		398
Cumulus Media Holdings, Inc. Second Lien, 7.500%, 9/16/19		325		337
EB Sports Corp. 11.500%, 12/31/15		310		310
Granite Broadcasting Corp. Tranche B, First Lien, 9.500%, 5/23/18		194		194
Hostess Brands Acquisition LLC 0.000%, 3/21/20(10)		262		269
Landry’s, Inc. (Landry’s Restaurants, Inc.) Tranche B, 4.750%, 4/24/18		396		400
Merrill Communications LLC 7.250%, 3/5/18		280		281
Peppermill Casinos, Inc. Tranche B, 7.250%, 11/9/18		339		347
SRAM LLC Second Lien, 8.500%, 12/7/18		235		240
Transtar Holding Co. Second Lien, 9.750%, 10/9/19		200		206

	PAR VALUE		VALUE
Consumer Discretionary—continued
Zuffa LLC 5.750%, 2/25/20	$	95	$	96
				3,467
Consumer Staples—0.6%
AdvancePierre Foods, Inc. Second Lien, 9.500%, 10/10/17		290		300
Crossmark Holdings, Inc. Second Lien, 8.750%, 12/21/20		190		191
Rite Aid Corp. Tranche 1, Second Lien 5.750%, 8/21/20		21		22
Supervalu, Inc. 0.000%, 3/21/19(10)		155		158
				671
Energy—1.1%
FTS International, Inc. (Frac Tech International LLC) 8.500%, 5/6/16		445		422
NGPL Pipeco LLC 6.750%, 9/15/17		257		262
Sabine Oil & Gas LLC Second Lien, 8.750%, 12/31/18		285		293
SES International Holdings Ltd. (Saxon) 5.500%, 2/15/19		279		281
				1,258
Financials—0.7%
iStar Financial, Inc. Tranche A-2, 7.000%, 3/19/17		250		267
Lonestar Intermediate Super Holdings LLC 11.000%, 9/2/19		92		99
Nuveen Investments, Inc. Second Lien, 8.250%, 2/28/19		191		195
Walter Investment Management Corp. Tranche B, 5.750%, 11/28/17		223		228
				789
Health Care—1.5%
American Renal Holdings, Inc. Tranche B, Second Lien, 8.500%, 2/14/20		292		293
AMN Healthcare, Inc. Tranche B, 5.750%, 4/5/18		399		402
Ardent Medical Services, Inc.
First Lien, 6.750%, 7/2/18		167		170
Second Lien, 11.000%, 1/2/19		120		123
Aveta, Inc. (MMM Holdings, Inc.) 9.750%, 12/12/17		111		111

See Notes to Financial Statements

22

VIRTUS HIGH YIELD FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Health Care—continued
MModal, Inc. Tranche B, 6.750%, 8/16/19	$	199	$	193
MSO of Puerto Rico, Inc. 9.750%, 12/12/17		80		81
Pharmaceutical Research Associates, Inc. First Lien, 6.500%, 12/10/17		341		347
				1,720
Industrials—0.7%
Alliance Laundry Systems LLC Second Lien, 9.500%, 12/10/19		59		60
Brand Energy & Infrastructure Services, Inc. (FR Brand Acquisition Corp.) Second Lien, 11.000%, 10/23/19		255		255
CHG Buyer Corp. Second Lien, 9.000%, 11/19/20		131		135
Harland Clarke Holdings Corp. (Clarke American Corp.) Tranche B-2 5.454%, 6/30/17		185		183
SESAC Holding Co. II LLC First Lien, 6.000%, 2/7/19		102		103
				736
Information Technology—1.7%
Alcatel-Lucent U.S.A., Inc.
6.250%, 8/1/16		24		24
7.250%, 1/30/19		247		251
Blue Coat Systems, Inc. 5.750%, 2/15/18		327		331
Deltek, Inc. Second Lien, 10.000%, 10/10/19		53		54
DynCorp International, Inc. 6.250%, 7/7/16		149		150
Eze Castle Software, Inc. 0.000%, 3/14/21(10)		75		77
Go Daddy Operating Co. LLC 9.500%, 10/31/14		280		285
IPC Systems, Inc. Tranche C, First Lien, 7.750%, 7/31/17		279		276
RP Crown Parent LLC First Lien 6.750%, 12/21/18		89		91
Second Lien, 11.250%, 12/21/19		120		126
Wall Street Systems Holdings, Inc. Second Lien, 9.250%, 10/26/20		275		278
				1,943
Materials—1.1%
Ameriforge Group, Inc. Second Lien, 9.750%, 12/21/20		80		82

	PAR VALUE		VALUE
Materials—continued
Essar Steel Algoma, Inc. (Algoma Steel, Inc.) 8.750%, 9/19/14	$	418	$	427
Houghton International, Inc. Holding Corp. Second Lien, 9.500%, 12/21/20		370		377
Kronos, Inc. Second Lien, 9.750%, 4/30/20		260		273
				1,159
Telecommunication Services—0.8%
Hawaiian Telcom Communications, Inc. 7.000%, 2/28/17		248		253
Integra Telecom Holdings, Inc. Tranche B, Second Lien 9.750%, 2/28/21		126		130
Level 3 Financing, Inc. Tranche B 2019, 5.250%, 8/1/19		562		571
				954
TOTAL LOAN AGREEMENTS
(Identified Cost $12,391)				12,697
	SHARES
PREFERRED STOCK—1.3%
Financials—1.3%
Citigroup Capital XVII Series E 6.350%		20,000	$	508
GMAC Capital Trust I Series 2 8.125%		20,800		566
Wells Fargo & Co. Series K, 7.98%(2)		290,000		334
TOTAL PREFERRED STOCK (Identified Cost $1,356)				1,408
TOTAL LONG TERM INVESTMENTS—98.5%
(Identified cost $105,649)				110,707	(11)
SHORT-TERM INVESTMENTS—0.5%
Money Market Mutual Funds—0.5%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		530,355		530
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $530)				530
TOTAL INVESTMENTS—99.0% (Identified Cost $106,179)				111,237	(1)
Other assets and liabilities, net—1.0%				1,152
NET ASSETS—100.0%			$	112,389

Abbreviations:

PIK Payment-in-Kind Security

Foreign Currencies

BRL Brazilian Real

EUR European Currency Unit

MXN Mexican Peso

RUB Russian Rubble

TRY Turkish Lira

UYU Uruguayan Peso

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 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 March 31, 2013.

⁽³⁾  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At March 31, 2013, these securities amounted to a value of $47,697 or 42.4% 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.

⁽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⁾  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⁾  This loan will settle after March 31, 2013, at which time the interest rate will be determined.

⁽¹¹⁾  A portion of the Fund’s assets have been segregated for delayed delivery settlements.

⁽¹²⁾  Principal is adjusted according to local inflation index.

Country Weightings†
United States	77	%
Luxembourg	3
Brazil	2
Canada	2
Ireland	2
Mexico	2
Bermuda	1
Other	11
Total	100	%
† % of total investments as of March 31, 2013

See Notes to Financial Statements

23

VIRTUS HIGH YIELD FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Debt Securities:
Asset-Backed Securities	$	1,050	$	—	$	1,050	$	—
Corporate Bonds and Notes		89,938		—		89,640		298	(d)
Foreign Government Securities		3,046		—		3,046		—
Loan Agreements		12,697		—		12,697		—
Mortgage-Backed Securities		2,568		—		2,568		—
Equity Securities:
Preferred Stock		1,408		—		1,408		—
Short-Term Investments		530		530		—		—
Total Investments	$	111,237	$	530	$	110,409	$	298	(d)

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.

	Corporate Bonds and Notes
Investments in Securities
Balance as of September 30, 2012:	$	347
Accrued discount/(premium)		2
Realized gain (loss)		—
Change in unrealized appreciation (depreciation)		—	(c)
Purchases		—
Sales(b)		(51	)
Transfers into Level 3 (a)		—
Transfers from Level 3(a)		—
Balance as of March 31, 2013	$	298	(d)

^(a)  “Transfers into and/or from” represent the ending value as of March 31, 2013, for any investment security where a change in the pricing level occurred from the beginning to the end of the period.

^(b)  Includes paydowns on securities.

^(c)  Amount less than $500.

^(d)  Includes internally fair valued security. See the last paragraph under “Note 2A Security Valuation” for a description of the valuation process in place and a qualitative discussion about sensitive inputs used in Level 3 internally fair valued measurements.

See Notes to Financial Statements

24

VIRTUS MULTI-SECTOR INTERMEDIATE BOND FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE			VALUE
MUNICIPAL BONDS—0.2%
Kentucky—0.1%
Commonwealth of Kentucky Taxable 3.165%, 4/1/18	$	505		$	525
Michigan—0.0%
Tobacco Settlement Finance Authority Taxable Series 06-A, 7.309%, 6/1/34		155			136
Virginia—0.1%
Tobacco Settlement Financing Corp. Taxable Series 07-A1, 6.706%, 6/1/46		345			256
TOTAL MUNICIPAL BONDS (Identified Cost $981)					917
FOREIGN GOVERNMENT SECURITIES—11.8%
Argentine Republic 7.000%, 10/3/15		665			565
Provincia de Bueno Aires Series GDP, 144A 10.875%, 1/26/21(4)		500			345
Provincia de Neuquen 144A 7.875%, 4/26/21(4)		628			534
PIK Interest Capitalization 8.280%, 12/31/33		2,065			1,125
Bolivarian Republic of Venezuela RegS 7.000%, 12/1/18(5)		510			478
RegS 12.750%, 8/23/22(5)		485			568
9.250%, 9/15/27		360			356
9.375%, 1/13/34		2,145			2,075
Commonwealth of Australia Series 118, 6.500%, 5/15/13		2,880	AUD		3,013
New South Wales Treasury Corp. 5.500%, 3/1/17		610	AUD		685
Commonwealth of Canada 2.000%, 3/1/14		4,460	CAD		4,429
Commonwealth of New Zealand
Series 413, 6.500%, 4/15/13		2,104	NZD		1,764
Series 415, 6.000%, 4/15/15		735	NZD		659
Federative Republic of Brazil 8.500%, 1/5/24		6,195	BRL		3,265
Hellenic Republic 2.000%, 2/24/27(3)		1,210	EUR		622
Kingdom of Morocco 144A 4.250%, 12/11/22(4)		1,030			1,051
Kingdom of Norway Series 470, 6.500%, 5/15/13		14,943	NOK		2,571
Treasury Bill, 0.000%, 12/18/13		7,800	NOK		1,320
Mongolia 144A 5.125%, 12/5/22(4)		825			773

	PAR VALUE			VALUE
FOREIGN GOVERNMENT SECURITIES—continued
Republic of Colombia
12.000%, 10/22/15	$	925,000	COP	$	610
4.375%, 3/21/23		1,867,000	COP		1,056
Republic of Croatia 144A 6.375%, 3/24/21(4)		1,045			1,124
Republic of Iceland 144A 5.875%, 5/11/22(4)		925			1,061
Republic of Indonesia 5.625%, 5/15/23		6,141,000	IDR		628
Republic of Korea Series 1312, 3.000%, 12/10/13		895,000	KRW		807
Republic of Peru 144A 7.840%, 8/12/20(4)		1,065	PEN		518
RegS 6.900%, 8/12/37(5)		2,010	PEN		979
Republic of Philippines 4.950%, 1/15/21		32,000	PHP		898
Republic of Portugal 4.950%, 10/25/23		520	EUR		598
Republic of Serbia 144A 5.250%, 11/21/17(4)		700			725
Republic of Slovak 144A 4.375%, 5/21/22(4)		850			897
Republic of Slovenia 144A 5.500%, 10/26/22(4)		1,000			957
Republic of South Africa Series R206, 7.500%, 1/15/14		11,845	ZAR		1,309
Series R208, 6.750%, 3/31/21		6,720	ZAR		741
Republic of Turkey 9.000%, 3/5/14		5,855	TRY		3,317
Republic of Uruguay 4.375%, 12/15/28		19,516	UYU(14)		1,292
Russian Federation 144A 7.850%, 3/10/18(4)		60,000	RUB		2,058
Series 6207 8.150%, 2/3/27		45,960	RUB		1,595
State of Qatar 144A 4.500%, 1/20/22(4)		550			617
United Mexican States Series M, 6.000%, 6/18/15		30,592	MXN		2,567
6.500%, 6/9/22		30,825	MXN		2,778
TOTAL FOREIGN GOVERNMENT SECURITIES (Identified Cost $52,203)					53,330
MORTGAGE-BACKED SECURITIES—8.9%
Non-Agency—8.9%
Banc of America (Merrill Lynch) Commercial Mortgage, Inc. 05-3, AJ 4.767%, 7/10/43(3)		1,050			1,058
Banc of America Alternative Loan Trust 03-2, CB3 5.750%, 4/25/33		1,109			1,207
Bank of America Funding Corp. 06-2, 3A1 6.000%, 3/25/36		480			492
Bear Stearns Commercial Mortgage Securities, Inc. 06-T22, AM 5.581%, 4/12/38(3)		900			998

	PAR VALUE		VALUE
Non-Agency—continued
06-PW12, AM 5.757%, 9/11/38(3)	$	650	$	729
05-PW10, AM 5.449%, 12/11/40(3)		895		985
06-PW13, AM 5.582%, 9/11/41(3)		1,360		1,526
07-PW18, AM 6.084%, 6/11/50(3)		1,525		1,746
Chase Mortgage Finance Corp. 07-A1, 10A1 3.073%, 2/25/37(3)		786		782
Citigroup-Deutsche Bank Commercial Mortgage Trust
05-CD1, AM 5.218%, 7/15/44(3)		610		670
07-CD4, A4 5.322%, 12/11/49		475		540
Commercial Mortgage Pass-Through Certificates 07-C2, A3 5.542%, 1/15/49(3)		1,555		1,770
Countrywide Alternative Loan Trust 04-24CB, 1A1 6.000%, 11/25/34		171		171
Extended Stay America Trust 13-ESHM, M 144A 7.625%, 12/5/19(4)		1,510		1,602
GMAC Commercial Mortgage Securities, Inc. 04- C2, A3 5.134%, 8/10/38		304		310
Goldman Sachs Mortgage Pass-Through-Securities Mortgage Loan Trust 05-RP1, 1A3 144A 8.000%, 1/25/35(4)		1,303		1,391
Goldman Sachs Mortgage Securities Corp. II 07- GG10, A4 5.787%, 8/10/45(3)		750		858
JPMorgan Chase Commercial Mortgage Securities Corp. 10-CNTR, A2, 144A 4.311%, 8/5/32(4)		750		830
06-LDP7, AM 5.871%, 4/15/45(3)		1,500		1,699
Lehman Brothers-UBS Commercial Mortgage Trust 07-C2, A3 5.430%, 2/15/40		1,100		1,240
07-C7, A3 5.866%, 9/15/45(3)		600		691
Lehman Brothers Commercial Mortgage Trust 07- C3, A4 5.864%, 7/15/44(3)		500		581
MASTR Alternative Loans Trust 04-6, 10A1 6.000%, 7/25/34		701		725
MASTR Reperforming Loan Trust 05-1, 1A5 144A 8.000%, 8/25/34(4)		801		838

See Notes to Financial Statements

25

VIRTUS MULTI-SECTOR INTERMEDIATE BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Non-Agency—continued
Merrill Lynch Mortgage Investors, Inc. 98-C1, C 6.750%, 11/15/26(3)	$	1,260	$	1,402
Merrill Lynch Mortgage Trust 06-C1, AM 5.686%, 5/12/39(3)		715		801
Morgan Stanley Capital I Trust 05-HQ5, A3 5.007%, 1/14/42		8		8
07-IQ14, AM 5.663%, 4/15/49(3)		800		843
Motel 6 Trust 12-MTLB, D 144A 3.781%, 10/5/25(4)		1,075		1,073
Nomura Asset Acceptance Corp. 04-R1, A1 144A 6.500%, 3/25/34(4)		1,599		1,689
04-R3, A1 144A 6.500%, 2/25/35(4)		498		522
Opteum Mortgage Acceptance Corp. 06-1, 2APT 5.750%, 4/25/36(3)		1,092		1,078
Reperforming Loan REMIC Trust 03-R4, 2A 144A 6.500%, 1/25/34(3)(4)		1,890		1,957
Residential Accredit Loans, Inc. 04-QS16, 1A5 5.500%, 12/25/34		1,185		1,150
Residential Funding Mortgage Securities I, Inc. 05- S1, 1A2 5.500%, 2/25/35		1,650		1,686
SunTrust Adjustable Rate Mortgage Loan Trust 07-S1, 5A1 4.776%, 1/25/37(3)		817		803
Wachovia Bank Commercial Mortgage Trust 06-C25, AM 5.734%, 5/15/43(3)		1,125		1,274
07-C30, A5 5.342%, 12/15/43		1,610		1,822
07-C32, A3 5.732%, 6/15/49(3)		360		413
Washington Mutual Commercial Mortgage Securities Trust 06-SL1, A, 144A 5.286%, 11/23/43(3)(4)		527		520
TOTAL MORTGAGE-BACKED SECURITIES (Identified Cost $37,517)				40,480
ASSET-BACKED SECURITIES—3.7%
AABS Ltd. 13-1, A 0.000%, 1/10/38(3)		696		705
Citicorp Residential Mortgage Securities, Inc. 07- 2, A3 6.080%, 6/25/37(3)		972		991
CKE Restaurant Holdings, Inc. 13-1A, A2 144A 4.474%, 3/20/43(4)		620		631
Conseco Financial Corp. 01-3, A4 6.910%, 5/1/33(3)		491		556

	PAR VALUE		VALUE
ASSET-BACKED SECURITIES—continued
Countrywide Asset-Backed Certificates 05-1, AF5A 5.497%, 7/25/35(3)	$	1,058	$	1,036
05-12, 1A4 5.323%, 2/25/36(3)		1,150		1,183
Dominos Pizza Master Issuer LLC 12-1A, A2 144A 5.216%, 1/25/42(4)		1,231		1,383
Drug Royalty Corp., Inc. 12-1, A2 144A 4.474%, 1/15/25(4)		581		583
Fairway Outdoor Funding LLC 12-1A, A2 144A 4.212%, 10/15/42(4)		589		620
GMAC Mortgage Corp. Loan Trust 06-HLTV, A4 5.810%, 10/25/29		774		768
GSAA Home Equity Trust 05-12, AF3W 4.999%, 9/25/35(3)		1,365		1,378
IndyMac Manufactured Housing Contract 98-1, A3 6.370%, 9/25/28		354		368
Lehman XS Trust 05-5, 3A2B 5.420%, 11/25/35(3)		809		799
Origen Manufactured Housing Contract Trust 04- B, M1 5.730%, 11/15/35(3)		690		732
Popular ABS Mortgage Pass-Through-Trust 05-5, AF3 5.086%, 11/25/35(3)		246		244
Ramp Series 2004-Rz1 Trust 4.320%, 3/25/34(3)		1,081		1,115
Residential Funding Mortgage Securities II Home Loan Trust
03-HS3, AI4 5.050%, 9/25/33(3)		887		911
07-HI1, A3 5.720%, 3/25/37		875		879
TAL Advantage I LLC 12-1A, A 144A 3.860%, 5/20/27(4)		917		944
Terwin Mortgage Trust 04-15AL, A1 144A 5.778%, 7/25/34(3)(4)		402		403
Trip Rail Master Funding LLC 11-1A, A1A, 144A 4.370%, 7/15/41(4)		344		374
TOTAL ASSET-BACKED SECURITIES (Identified Cost $15,855)				16,603
CORPORATE BONDS AND NOTES—57.7%
Consumer Discretionary—4.1%
American Axle & Manufacturing, Inc. 6.250%, 3/15/21		900		927

	PAR VALUE			VALUE
Consumer Discretionary—continued
Arcos Dorados Holdings, Inc. 144A 10.250%, 7/13/16(4)	$	1,125	BRL	$	581
Automotores Gildemeister SA 144A 6.750%, 1/15/23(4)		300			316
Boyd Gaming Corp.
9.125%, 12/1/18		215			229
144A 9.000%, 7/1/20(4)		870			909
Brookfield Residential Properties, Inc. 144A 6.500%, 12/15/20(4)		1,065			1,145
Claire’s Stores, Inc. 144A 9.000%, 3/15/19(4)		880			999
Clear Channel Communications, Inc.
144A 9.000%, 12/15/19(4)		54			52
9.000%, 3/1/21		500			469
Clear Channel Worldwide Holdings, Inc.
144A 6.500%, 11/15/22(4)		275			288
144A 6.500%, 11/15/22(4)		740			784
Gateway Casinos & Entertainment Ltd. 144A 8.875%, 11/15/17(4)		200	CAD		209
HD Supply, Inc. 10.500%, 1/15/21		955			997
International Game Technology 7.500%, 6/15/19		580			693
Isle of Capri Casinos, Inc. 144A 5.875%, 3/15/21(4)		1,320			1,323
Jones Group, Inc. (The) Apparel Group Holdings 6.875%, 3/15/19		540			574
Landry’s, Inc. 144A 9.375%, 5/1/20(4)		475			514
Lynx I Corp. 144A 5.375%, 4/15/21(4)		415			434
MGM Resorts International 144A 6.750%, 10/1/20(4)		990			1,052
Nara Cable Funding Ltd. 144A 8.875%, 12/1/18(4)		550			579
Ono Finance II plc 144A 10.875%, 7/15/19(4)		150			156
Pittsburgh Glass Works LLC 144A 8.500%, 4/15/16(4)		650			665
River Rock Entertainment Authority (The) 9.000%, 11/1/18		219			138
Sinclair Television Group, Inc. 144A 5.375%, 4/1/21(4)		1,155			1,152
Six Flags Entertainment Corp. 144A 5.250%, 1/15/21(4)		1,140			1,144
Station Casinos LLC 144A 7.500%, 3/1/21(4)		970			1,002
TRW Automotive, Inc. 144A 4.500%, 3/1/21(4)		325			332

See Notes to Financial Statements

26

VIRTUS MULTI-SECTOR INTERMEDIATE BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Consumer Discretionary—continued
Univision Communications, Inc. 144A 7.875%, 11/1/20(4)	$	125	$	138
WMG Acquisition Corp. 144A 6.000%, 1/15/21(4)		825		868
				18,669
Consumer Staples—0.9%
Cencosud SA 144A 4.875%, 1/20/23(4)		535		543
Chiquita Brands International, Inc. 144A 7.875%, 2/1/21(4)		885		930
Flowers Foods, Inc. 4.375%, 4/1/22		970		988
Hawk Acquisition Sub, Inc. 144A 4.250%, 10/15/20(4)		1,760		1,764
				4,225
Energy—7.7%
Afren plc 144A 11.500%, 2/1/16(4)		475		565
Atlas Pipeline Partners LP 144A 6.625%, 10/1/20(4)		495		519
Bill Barrett Corp. 7.625%, 10/1/19		650		694
Breitburn Energy Partners LP (Breitburn Finance Corp.) 7.875%, 4/15/22		1,005		1,080
Carrizo Oil & Gas, Inc. 8.625%, 10/15/18		686		755
Chesapeake Energy Corp.
6.775%, 3/15/19		320		334
5.375%, 6/15/21		1,050		1,057
Compagnie Generale de Geophysique-Veritas 6.500%, 6/1/21		725		765
EP Energy LLC 9.375%, 5/1/20		840		974
EPL Oil & Gas, Inc. 144A 8.250%, 2/15/18(4)		620		660
8.250%, 2/15/18		500		534
EV Energy Partners LP 8.000%, 4/15/19		325		345
Expro Finance Luxembourg SCA 144A 8.500%, 12/15/16(4)		460		490
Frontier Oil Corp. 6.875%, 11/15/18		210		228
Gazprom OAO (Gaz Capital SA)
144A 8.146%, 4/11/18(4)		460		556
144A 3.850%, 2/6/20(4)(10)		1,115		1,115
144A 6.510%, 3/7/22(4)(10)		315		364
Halcon Resources Corp. 144A 8.875%, 5/15/21(4)		800		866
Lukoil International Finance BV 144A 7.250%, 11/5/19(4)		525		627

	PAR VALUE		VALUE
Energy—continued
MIE Holdings Corp. 144A 9.750%, 5/12/16(4)	$	550	$	598
OGX Austria GmbH 144A 8.500%, 6/1/18(4)		800		628
Pacific Rubiales Energy Corp. 144A 5.125%, 3/28/23(4)		440		446
Parker Drilling Co. 9.125%, 4/1/18		1,175		1,287
PDC Energy, Inc. 144A 7.750%, 10/15/22(4)		805		857
Petrobras International Finance Co. 5.375%, 1/27/21		500		540
Petroleos de Venezuela SA
Series 2014 4.900%, 10/28/14		1,005		970
RegS 5.250%, 4/12/17(5)		375		327
RegS 8.500%, 11/2/17(5)		5,110		4,982
Petroleos Mexicanos
6.000%, 3/5/20		270		319
5.500%, 1/21/21		550		631
5.500%, 6/27/44		650		671
Petropower I Funding Trust 144A 7.360%, 2/15/14(4)(6)		127		128
Plains Exploration & Production Co. 6.875%, 2/15/23		995		1,132
QEP Resources, Inc. 6.875%, 3/1/21		480		548
Rowan Cos., Inc. 4.875%, 6/1/22		955		1,039
Sabine Pass Liquefaction LLC 144A 5.625%, 2/1/21(4)		915		950
SESI LLC 6.375%, 5/1/19		650		702
Targa Resources Partners LP (Targa Resources Partners Finance Corp.) 6.375%, 8/1/22		1,050		1,152
Teekay Corp. 8.500%, 1/15/20		300		326
TNK-BP Finance SA RegS 7.500%, 7/18/16(5)		1,165		1,335
Venoco, Inc.
11.500%, 10/1/17		600		645
8.875%, 2/15/19		225		219
Weatherford International Ltd. 9.625%, 3/1/19		318		416
Williams Cos., Inc. (The) 3.700%, 1/15/23		800		795
Zhaikmunai LP (Zhaikmanai International BV) 144A 7.125%, 11/13/19(4)		790		847
				35,018
Financials—24.3%
Abbey National Treasury Services plc 144A 3.875%, 11/10/14(4)		815		845

	PAR VALUE			VALUE
Financials—continued
ADCB Finance Cayman Ltd. 144A 4.750%, 10/8/14(4)	$	560		$	586
Agile Property Holdings Ltd. 144A 10.000%, 11/14/16(4)		240			261
Air Lease Corp. 4.750%, 3/1/20		1,095			1,122
Aircastle Ltd. 7.625%, 4/15/20		1,840			2,139
Akbank TAS
144A 3.875%, 10/24/17(4)		1,280			1,304
144A 7.500%, 2/5/18(4)		1,565	TRY		852
Alfa Bank OJSC (Alfa Bond Issuance plc) RegS 7.875%, 9/25/17(5)(10)		755			854
Allstate Corp. 6.125%, 5/15/37(3)		680			726
ALROSA Finance SA 144A 7.750%, 11/3/20(4)		1,065			1,252
Alta Mesa Holdings LP (Alta Mesa Finance Services Corp.) 9.625%, 10/15/18		775			822
American International Group, Inc. 4.875%, 6/1/22		350			396
Avis Budget Car Rental LLC
144A 4.875%, 11/15/17(4)		1,000			1,031
144A 5.500%, 4/1/23(4)		1,325			1,328
Banco ABC Brasil SA 144A 7.875%, 4/8/20(4)		1,025			1,163
Banco Bilbao Vizcaya Argentaria Bancomer SA
144A 6.500%, 3/10/21(4)		425			482
144A 6.750%, 9/30/22(4)		1,000			1,142
Banco Bradesco SA 144A 5.900%, 1/16/21(4)		1,150			1,242
Banco de Credito del Peru 144A 4.750%, 3/16/16(4)		600			645
Banco do Brasil SA 144A 5.375%, 1/15/21(4)		600			629
Banco Internacional del Peru SAA 144A 5.750%, 10/7/20(4)		1,060			1,154
Banco Santander Brasil SA 144A 8.000%, 3/18/16(4)		900	BRL		450
Banco Santander Chile 144A 3.875%, 9/20/22(4)		945			954
Banco Votorantim SA 144A 7.375%, 1/21/20(4)		1,660			1,876
Bancolombia SA 5.125%, 9/11/22		1,015			1,020
Bank of Georgia JSC 144A 7.750%, 7/5/17(4)		515			546
Bank of India 144A 3.625%, 9/21/18(4)		1,125			1,129
Barclays Bank plc
144A 6.050%, 12/4/17(4)		435			485
144A 5.926%(3)(4)(8)(9)		600			602
Blackstone Holdings Finance Co., LLC 144A 6.625%, 8/15/19(4)		385			462

See Notes to Financial Statements

27

VIRTUS MULTI-SECTOR INTERMEDIATE BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Financials—continued
Braskem Finance Ltd. 144A 5.750%, 4/15/21(4)	$	500	$	524
Burlington Holdings LLC (Burlington Holding Finance, Inc.) PIK Capitalization Interest 144A 9.000%, 2/15/18(4)		660		673
Carlyle Holdings Finance LLC 144A 3.875%, 2/1/23(4)		1,160		1,189
Chubb Corp. (The) 6.375%, 3/29/67(3)		680		747
Citigroup, Inc. 4.050%, 7/30/22		1,250		1,292
City National Corp. 5.250%, 9/15/20		475		534
CorpGroup Banking SA 144A 6.750%, 3/15/23(4)		1,075		1,130
Credit Bank of Moscow (Credit Bank of Moscow Finance plc) 144A 7.700%, 2/1/18(4)(10)		245		255
Development Bank of Kazakhstan JSC 144A 4.125%, 12/10/22(4)		1,090		1,055
Discover Bank
8.700%, 11/18/19		250		334
7.000%, 4/15/20		700		872
E*TRADE Financial Corp. 6.375%, 11/15/19		840		893
ESAL GmbH 144A 6.250%, 2/5/23(4)		1,110		1,121
Eurasian Development Bank 144A 4.767%, 9/20/22(4)		925		947
Fidelity National Financial, Inc. 5.500%, 9/1/22		240		273
Fifth Third Capital Trust IV 6.500%, 4/15/37(3)		800		802
First Niagara Financial Group, Inc. 6.750%, 3/19/20		1,160		1,391
First Tennessee Bank N.A. 5.650%, 4/1/16		1,210		1,328
Ford Motor Credit Co. LLC
8.125%, 1/15/20		650		824
5.750%, 2/1/21		275		313
General Motors Financial Co., Inc. 144A 4.750%, 8/15/17(4)		900		940
Genworth Financial, Inc. 7.625%, 9/24/21		370		445
Glen Meadow Pass-Through Trust 144A 6.505%, 2/12/67(3)(4)		970		936
GRD Holdings III Corp. 144A 10.750%, 6/1/19(4)		520		549
HBOS plc 144A 6.750%, 5/21/18(4)		115		128
Hertz Corp. (The) 144A 4.250%, 4/1/18(4)		285		292
5.875%, 10/15/20		865		917

	PAR VALUE		VALUE
Financials—continued
Hexion U.S. Finance Corp. 144A 8.875%, 2/1/18(4)	$	1,285	$	1,336
6.625%, 4/15/20		315		317
144A 6.625%, 4/15/20(4)		935		942
Highwoods Realty LP 3.625%, 1/15/23		1,040		1,029
HSBC Finance Corp. 6.676%, 1/15/21		500		592
Huntington Bancshares, Inc. 7.000%, 12/15/20		500		625
Hutchison Whampoa International Ltd. Series 12 144A 6.000%(3)(4)(8)(9)		1,130		1,206
ING Bank NV 144A 5.000%, 6/9/21(4)		600		682
ING U.S., Inc. 144A 5.500%, 7/15/22(4)		1,050		1,162
International Lease Finance Corp.
3.875%, 4/15/18		360		360
6.250%, 5/15/19		1,399		1,539
Intesa San Paolo SpA 3.125%, 1/15/16		875		855
Itau Unibanco Holding SA 144A 5.125%, 5/13/23(4)		1,085		1,105
Jefferies Group LLC
8.500%, 7/15/19		500		622
5.125%, 1/20/23		175		185
Kazakhstan Temir Zholy Finance BV 144A
6.950%, 7/10/42(4)		795		930
Kazkommerts Bank International BV RegS
8.500%, 4/16/13(5)		500		501
Kazkommertsbank JSC RegS 8.000%, 11/3/15(5)		250		251
Korea Development Bank 3.500%, 8/22/17		1,300		1,396
Korea Finance Corp. 4.625%, 11/16/21		700		786
Landry’s Holdings II, Inc. 144A 10.250%, 1/1/18(4)		425		447
Legg Mason, Inc. 5.500%, 5/21/19		1,240		1,346
Lincoln National Corp. 6.050%, 4/20/67(3)(9)		300		302
Linn Energy LLC ( Linn Energy Finance Corp.)
6.500%, 5/15/19		512		538
Lloyds TSB Bank plc 144A 6.500%, 9/14/20(4)		750		841
Macquarie Bank Ltd. 144A 6.625%, 4/7/21(4)		189		212
Macquarie Group Ltd.
144A 7.625%, 8/13/19(4)		500		604
144A 6.250%, 1/14/21(4)		675		750

	PAR VALUE			VALUE
Financials—continued
Morgan Stanley
5.550%, 4/27/17	$	100		$	113
144A 10.090%, 5/3/17(4)		2,400	BRL		1,271
National Retail Properties, Inc. 5.500%, 7/15/21		600			692
Nationstar Mortgage LLC (Nationstar Capital Corp.) 144A 6.500%, 7/1/21(4)		1,000			1,048
Nordea Bank AB 144A 4.250%, 9/21/22(4)		1,360			1,392
Novatek OAO (Novatek Finance Ltd.) 144A 4.422%, 12/13/22(4)(10)		1,105			1,095
Phosagro OAO (Phosagro Bond Funding Ltd.) 144A 4.204%, 2/13/18(4)(10)		875			872
PKO Finance AB 144A 4.630%, 9/26/22(4)(10)		1,315			1,362
Progressive Corp. (The) 6.700%, 6/15/37(3)		1,200			1,326
Prudential Financial, Inc.
5.875%, 9/15/42(3)		2,155			2,295
5.200%, 3/15/44(3)(9)		220			221
QGOG Constellation S.A. 144A 6.250%, 11/9/19(4)		1,000			1,058
Regions Bank 7.500%, 5/15/18		750			923
Reliance Holdings USA, Inc. 144A 5.400%, 2/14/22(4)		1,000			1,115
Resona Bank Ltd. 144A 5.850%(3)(4)(8)(9)		750			809
Rosneft Oil Co. (Rosneft International Finance Ltd.) 144A 4.199%, 3/6/22(4)		300			297
Royal Bank of Scotland Group plc (The)
5.625%, 8/24/20		750			872
7.648%(3)(8)(9)		550			578
Royal Bank of Scotland plc (The) 6.400%, 10/21/19		370			442
Russian Agricultural Bank OJSC (RSHB Capital SA)
144A 6.299%, 5/15/17(4)		380			416
144A 5.298%, 12/27/17(4)		515			546
Santander U.S. Debt S.A.U. 144A 3.724%, 1/20/15(4)		800			809
Sberbank of Russia (Sberbank CapItal SA)
144A 6.125%, 2/7/22(4)(10)		1,800			2,011
144A 5.125%, 10/29/22(4)(10)		990			989
Shinhan Bank 144A 4.375%, 7/27/17(4)		650			720
SLM Corp.
4.625%, 9/25/17		765			796
5.500%, 1/25/23		655			652
Societe Generale S.A. 144A 5.922%, 4/29/49(3)(4)(8)(9)(11)		650			610

See Notes to Financial Statements

28

VIRTUS MULTI-SECTOR INTERMEDIATE BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Financials—continued
Sovereign Bank 8.750%, 5/30/18	$	400	$	484
Spansion LLC 7.875%, 11/15/17		350		371
Springleaf Finance Corp. 5.400%, 12/1/15		750		774
Sumitomo Mitsui Banking Corp. 3.000%, 1/18/23		1,100		1,101
SunTrust Bank, Inc. 5.400%, 4/1/20		250		278
Telecom Italia Capital SA 7.175%, 6/18/19		500		569
TMK OAO (TMK Capital SA) 144A 6.750%, 4/3/20(4)(10)		1,130		1,114
Turkiye Garanti Bankasi AS 144A 5.250%, 9/13/22(4)		985		1,026
Turkiye Is Bankasi 144A 3.875%, 11/7/17(4)		1,200		1,218
United Rentals North America, Inc. 7.375%, 5/15/20		900		1,004
UPCB Finance VI Ltd. 144A 6.875%, 1/15/22(4)		665		727
Vnesheconombank (VEB Finance plc) 144A
6.800%, 11/22/25(4)(10)		500		585
VTB Bank OJSC (VTB Capital SA) 144A 6.000%, 4/12/17(4)(10)		1,655		1,771
Webster Financial Corp. 5.125%, 4/15/14		205		210
Wells Fargo & Co. 3.450%, 2/13/23		885		892
Willis Group Holdings plc
North America, Inc. 7.000%, 9/29/19		500		596
5.750%, 3/15/21		465		522
Yankee Candle Co. Holdings LLC (Yankee Finance, Inc.) PIK Interest Capitalization
10.250%, 2/15/16		440		456
Yapi ve Kredi Bankasi AS 144A 4.000%, 1/22/20(4)		1,080		1,066
Zions Bancorp 4.500%, 3/27/17		710		759
				110,517
Health Care—1.5%
Community Health Systems, Inc. (CHS) 7.125%, 7/15/20		330		359
Davita, Inc. 5.750%, 8/15/22		945		986
HCA, Inc. 6.500%, 2/15/20		1,295		1,464
inVentiv Health, Inc. 144A 9.000%, 1/15/18(4)		460		484

	PAR VALUE		VALUE
Health Care—continued
Symbion, Inc. 8.000%, 6/15/16	$	740	$	786
Tenet Healthcare Corp. 144A 4.750%, 6/1/20(4)		1,150		1,159
U.S. Oncology, Inc. 0.000%, 2/16/49(7)		300		0
Vanguard Health Holding Co. II, LLC (Vanguard Holding Co. II, Inc.) 7.750%, 2/1/19		466		501
VPI Escrow Corp. 144A 6.375%, 10/15/20(4)		920		974
				6,713
Industrials—7.8%
ADS Tactical, Inc. 144A 11.000%, 4/1/18(4)		600		599
America West Airlines, Inc. Pass-Through-Trust Series 00-1, G 8.057%, 7/2/20		793		884
American Airlines Pass-Through-Trust 13-1, A 144A 4.000%, 7/15/25(4)		1,200		1,220
Ashton Woods USA LLC (Ashton Woods Finance Co.) 144A 6.875%, 2/15/21(4)		1,100		1,119
Atlas Air Pass-Through-Trust
98-1, A 7.380%, 1/2/18		528		542
99-1, A1 7.200%, 1/2/19		651		677
00-1. A 8.707%, 1/2/19		242		257
Automotores Gildemeister SA 144A 8.250%, 5/24/21(4)		730		816
AWAS Aviation Capital Ltd. 144A 7.000%, 10/17/16(4)		1,055		1,119
Bharti Airtel International Netherlands BV 144A 5.125%, 3/11/23(4)		880		888
Bombardier, Inc. 144A 6.125%, 1/15/23(4)		1,305		1,360
Carpenter Technology Corp. 5.200%, 7/15/21		600		645
CDRT Holding Corp. PIK Capitalization Interest 144A 9.250%, 10/1/17(4)		860		897
CHC Helicopter SA 9.250%, 10/15/20		725		774
Continental Airlines Pass-Through-Trust
98-1, A 6.648%, 9/15/17		222		237
97-4, A 6.900%, 1/2/18		421		457
99-1, A 6.545%, 2/2/19		712		787
00-1, A-1 8.048%, 11/1/20		870		1,008
01-A1 6.703%, 6/15/21		239		259
Deluxe Corp. 7.000%, 3/15/19		510		556

	PAR VALUE			VALUE
Industrials—continued
DP World Ltd. 144A 6.850%, 7/2/37(4)	$	400		$	455
Embraer SA 5.150%, 6/15/22		1,040			1,132
Gulfmark Offshore, Inc. 6.375%, 3/15/22		960			1,003
Harland Clarke Holdings Corp. 144A 9.750%, 8/1/18(4)		475			506
Hellenic Railways Organization SA 5.460%, 1/30/14		705	EUR		813
Kratos Defense & Security Solutions, Inc. 10.000%, 6/1/17		625			691
Lloyds Banking Group Capital No.1 plc 144A 7.875%, 11/1/20(4)		600			653
NCL Corp. Ltd. 144A 5.000%, 2/15/18(4)		75			77
Northwest Airlines Pass-Through-Trust
01-1, B 7.691%, 4/1/17		693			727
02-1, G2 6.264%, 11/20/21		897			951
Owens Corning, Inc. 6.500%, 12/1/16		121			136
Rexel SA 144A 5.250%, 6/15/20(4)		1,130			1,150
Sappi Papier Holding GmbH
144A 7.750%, 7/15/17(4)		650			721
144A 8.375%, 6/15/19(4)		440			490
ServiceMaster Co. 144A 7.000%, 8/15/20(4)		955			993
Spirit Aerosystems, Inc. 6.750%, 12/15/20		1,225			1,314
Steelcase, Inc. 6.375%, 2/15/21		675			747
Sydney Airport Finance Co. Ltd. 144A 3.900%, 3/22/23(4)		1,130			1,149
U.S. Airways Pass-Through-Trust
98-1B 7.350%, 1/30/18		871			891
01-1G 7.076%, 3/20/21		1,859			2,007
11-1 A 7.125%, 10/22/23		684			785
12-1A 5.900%, 10/1/24		500			559
UAL Pass-Through-Trust
09-2 9.750%, 1/15/17		453			525
07-01A 6.636%, 7/2/22		675			733
Voto-Votorantim Ltd. 144A 6.750%, 4/5/21(4)		750			868
					35,177
Information Technology—2.1%
Avaya, Inc. 144A 7.000%, 4/1/19(4)		130			128
Broadridge Financial Solutions, Inc. 6.125%, 6/1/17		525			594
Ceridian Corp. 144A 11.000%, 3 /15/21(4)		40			43

See Notes to Financial Statements

29

VIRTUS MULTI-SECTOR INTERMEDIATE BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Information Technology—continued
Digicel Ltd. 144A 8.250%, 9/1/17(4)	$	848	$	905
Dun & Bradstreet Corp. (The) 4.375%, 12/1/22		1,170		1,190
EarthLink, Inc. 8.875%, 5/15/19		225		228
Fidelity National Financial, Inc. 6.600%, 5/15/17		750		851
First Data Corp.
11.250%, 3/31/16		1,130		1,141
144A 8.250%, 1/15/21(4)		1,090		1,139
144A 11.250%, 1/15/21(4)		1,165		1,218
Igloo Holdings Corp. PIK Interset Capitalization 144A 8.250%, 12/15/17(4)		250		257
NCR Corp. 144A 4.625%, 2/15/21(4)		1,035		1,035
NXP BV ( NXP Funding LLC) 144A 5.750%, 2/15/21(4)		260		271
QVC, Inc. 5.125%, 7/2/22		240		255
SunGard Data Systems, Inc. 144A 6.625%, 11/1/19(4)		210		218
Tech Data Corp. 3.750%, 9/21/17		95		99
				9,572
Materials—5.0%
Alpek SA de CV 144A 4.500%, 11/20/22(4)		1,480		1,536
Ardagh Packaging Finance plc / Ardagh MP Holdings USA, Inc. 144A 4.875%, 11/15/22(4)		275		272
Calumet Specialty Products Partners LP 9.375%, 5/1/19		763		858
Cascades, Inc. 7.875%, 1/15/20		1,100		1,188
Cemex SAB de CV 144A 9.500%, 6/15/18(4)		976		1,140
Eldorado Gold Corp. 144A 6.125%, 12/15/20(4)		455		474
EuroChem Mineral & Chemical Co. OJSC (EuroChem GI Ltd.) 144A 5.125%, 12/12/17(4)(10)		550		561
FMG Resources Property Ltd. 144A 8.250%, 11/1/19(4)		650		704
Gerdau Holdings, Inc. 144A 7.000%, 1/20/20(4)		250		285
Huntsman International LLC 144A 4.875%, 11/15/20(4)		440		445
Ineos Finance plc 144A 8.375%, 2/15/19(4)		705		783
JMC Steel Group 144A 8.250%, 3/15/18(4)		570		607

	PAR VALUE			VALUE
Materials—continued
Mexichem SAB de CV 144A 4.875%, 9/19/22(4)	$	485		$	514
NewMarket Corp. 144A 4.100%, 12/15/22(4)		1,174			1,195
Nufarm Australia Ltd. 144A 6.375%, 10/15/19(4)		1,160			1,195
Packaging Corp. of America 3.900%, 6/15/22		945			975
Pactiv LLC 8.125%, 6/15/17		1,645			1,735
PTT Global Chemical plc 144A 4.250%, 9/19/22(4)		800			835
RegS 4.250%, 9/19/22(5)		200			209
Sappi Papier Holding GmbH 144A 6.625%, 4/15/21(4)		970			1,006
Sealed Air Corp.
144A 6.500%, 12/1/20(4)		230			253
144A 5.250%, 4/1/23(4)		255			257
Severstal OAO (Steel Capital SA) 144A 6.700%, 10/25/17(4)(10)		425			464
Tenedora Nemak SA de CV 144A 5.500%, 2/28/23(4)		970			985
Tronox Finance LLC 144A 6.375%, 8/15/20(4)		865			842
United States Steel Corp. 6.875%, 4/1/21		1,360			1,404
Vale Overseas Ltd. 4.375%, 1/11/22		920			945
Vedanta Resources plc 144A 9.500%, 7/18/18(4)		945			1,115
					22,782
Telecommunication Services—3.0%
America Movil SAB de CV Series 12 6.450%, 12/5/22		5,000	MXN		426
CenturyLink, Inc. Series T 5.800%, 3/15/22		750			761
Cincinnati Bell, Inc. 8.375%, 10/15/20		930			972
Crown Castle Towers LLC 144A 4.883%, 8/15/20(4)		1,700			1,958
Equinix, Inc. 4.875%, 4/1/20		465			471
Frontier Communications Corp. 7.125%, 1/15/23		945			960
Intelsat Luxembourg SA 144A 7.750%, 6/1/21(4)		675			688
ITC Deltacom, Inc. 10.500%, 4/1/16		356			376
Koninklijke KPN NV 144A 7.000%, 3/28/73(3)(4)(9)		885			876

	PAR VALUE		VALUE
Telecommunication Services—continued
Level 3 Financing, Inc. 144A 7.000%, 6/1/20(4)	$	725	$	762
SBA Telecommunications, Inc. 144A 5.750%, 7/15/20(4)		820		856
Sprint Nextel Corp. 6.000%, 11/15/22		1,305		1,347
Telefonica Emisiones, S.A.U. 5.462%, 2/16/21		580		625
Wind Acquisition Finance S.A. 144A 11.750%, 7/15/17(4)		850		905
Windstream Corp. 7.750%, 10/15/20		1,530		1,668
				13,651
Utilities—1.3%
AmeriGas Partners LP (AmeriGas Finance Corp.)
6.250%, 8/20/19		660		706
7.000%, 5/20/22		450		492
Centrais Eletricas Brasileiras SA RegS 5.750%, 10/27/21(5)		900		959
Covanta Holding Corp. 6.375%, 10/1/22		1,065		1,165
Electricite de France SA 144A 5.250%(3)(4)(8)(9)		1,360		1,352
NRG Energy, Inc.
7.625%, 1/15/18		105		120
7.625%, 5/15/19		680		738
144A 6.625%, 3/15/23(4)		75		80
Texas Competitive Electric Holdings Co., LLC Series A 10.250%, 11/1/15		200		21
				5,633
TOTAL CORPORATE BONDS AND NOTES (Identified Cost $248,683)				261,957
LOAN AGREEMENTS(3)—15.1%
Consumer Discretionary—3.8%
Advantage Sales & Marketing Second Lien, 8.260%, 6/17/18		330		336
Affinity Gaming LLC (Herbst Gaming LLC). 5.500%, 11/9/17		586		598
August Holding Co., Inc. (Schrader)
First Lien, LUX 6.250%, 4/27/18		419		426
First Lien, US 6.250%, 4/27/18		322		328

See Notes to Financial Statements

30

VIRTUS MULTI-SECTOR INTERMEDIATE BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Consumer Discretionary—continued
BJ’s Wholesale Club, Inc. Second Lien, 9.750%, 3/26/20	$	208	$	216
Caesars Entertainment Operating Co., Inc. (Harrah’s Operating Company, Inc.) Tranche B-6, 5.454%, 1/28/18		1,358		1,262
Cannery Casino Resorts LLC First Lien, 6.000%, 10/2/18		494		503
Centaur Acquisition LLC First Lien, 6.250%, 2/20/19		230		234
Chrysler Group LLC Tranche B, 6.000%, 5/24/17		246		250
Clear Channel Communications, Inc. Tranche B, 3.854%, 1/29/16		933		830
Cumulus Media Holdings, Inc. Second Lien, 7.500%, 9/16/19		500		518
EB Sports Corp. 11.500%, 12/31/15		625		626
Federal-Mogul Corp.
Tranche B, 2.138%, 12/29/14		798		749
Tranche C, 2.138%, 12/28/15		404		379
Focus Brands, Inc. First Lien, 6.250%, 2/21/18		655		664
Fram Group Holdings, Inc. (Prestone Holdings, Inc.) Second Lien, 10.500%, 1/29/18		500		510
Granite Broadcasting Corp. Tranche B, First Lien, 9.500%, 5/23/18		495		496
HD Supply, Inc. 4.500%, 10/12/17		1,025		1,037
Hostess Brands Acquisition LLC 0.000%, 3/21/20(12)		756		775
Hubbard Radio LLC Tranche 1, 4.500%, 4/28/17		152		154
Kalispel Tribal Economic Authority 7.500%, 2/24/17		451		457
Landry’s, Inc. (Landry’s Restaurants, Inc.) Tranche B, 4.750%, 4/24/18		1,089		1,100
Ozburn-Hessey Holding Co., LLC First Lien, 8.250%, 4/8/16		310		311
Peppermill Casinos, Inc. Tranche B, 7.250%, 11/9/18		804		824

	PAR VALUE		VALUE
Consumer Discretionary—continued
Seven Sea Cruises S. DE R.L. Tranche B-1, 4.750%, 12/21/18	$	748	$	759
Sports Authority, Inc. (The) Tranche B, 7.500%, 11/16/17		318		321
SRAM LLC Second Lien, 8.500%, 12/7/18		229		234
TI Group Auto Systems LLC 0.000%, 3/28/19(12)		511		516
Transtar Holding Co. Second Lien, 9.750%, 10/9/19		380		391
Univision Communications, Inc. First Lien, 4.75%, 3/1/20		758		763
Velo Holdings, Inc.(Velo ACU LLC) 15.000%, 2/4/18(7)		33		33
Zuffa LLC 6.750%, 2/25/20		707		718
				17,318
Consumer Staples—0.6%
AdvancePierre Foods, Inc. First Lien, 5.750%, 7/10/17		110		112
Second Lien, 9.500%, 10/10/17		655		678
Crossmark Holdings, Inc. First Lien, 4.500%, 12/20/19		1,210		1,213
Rite Aid Corp. Tranche 1, Second Lien 5.750%, 8/21/20		56		58
Supervalu, Inc. 0.000%, 3/21/19(12)		508		518
				2,579
Energy—0.7%
FTS International, Inc. (Frac Tech International LLC) 8.500%, 5/6/16		1,106		1,050
NGPL Pipeco LLC 6.750%, 9/15/17		511		519
Samson Investment Co. Second Lien, 6.000%, 9/25/18		734		744
SES International Holdings Ltd. (Saxon) 0.000%, 2/15/19(12)		917		924
				3,237
Financials—0.9%
iPayment, Inc . 5.750%, 5/8/17		577		580
iStar Financial, Inc. 0.000%, 10/15/17(12)		662		670
Lonestar Intermediate Super Holdings LLC 11.000%, 9/2/19		108		116

	PAR VALUE		VALUE
Financials—continued
Nuveen Investments, Inc. Second Lien, 8.250%, 2/28/19	$	864	$	882
RPI Finance Trust 4.000%, 11/9/18		840		850
Walter Investment Management Corp. Tranche B, 5.750%, 11/28/17		1,074		1,095
				4,193
Health Care—1.4%
American Renal Holdings, Inc. Tranche B, Second Lien, 8.500%, 2/20/20		669		672
AMN Healthcare, Inc. Tranche B, 5.750%, 4/5/18		619		622
Ardent Medical Services, Inc.
First Lien, 6.750%, 7/2/18		346		353
Second Lien, 0.000%, 1/2/19(12)		289		296
Aveta, Inc. (MMM Holdings, Inc.) 9.750%, 12/12/17		341		343
INC Research LLC 0.000%, 7/12/18		346		351
InVentiv Health, Inc. (Ventive Health, Inc.) 7.500%, 8/4/16		583		581
MModal, Inc. Tranche B, 6.750%, 8/16/19		875		849
MSO of Puerto Rico, Inc. 9.750%, 12/12/17		248		250
National Specialty Hospitals, Inc. Tranche B, 8.250%, 2/3/17		405		405
Pharmaceutical Research Associates, Inc. First Lien, 6.500%, 12/10/17		859		874
Smile Brands Group, Inc. Tranche B, 0.000%, 12/21/17(12)		367		347
Surgery Center Holdings, Inc. 6.500%, 2/6/17		394		395
				6,338
Industrials—2.5%
Alliance Laundry Systems LLC
First Lien, 4.500%, 12/10/18		1,283		1,296
Second Lien, 9.500%, 12/10/19		93		96
Aluma Systems, Inc. (Brand Energy & Infrastructure) Tranche-1 6.250%, 10/23/18		191		193

See Notes to Financial Statements

31

VIRTUS MULTI-SECTOR INTERMEDIATE BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Industrials—continued
AWAS Finance Luxemborg S.A. 4.750%, 7/16/18	$	635	$	640
Brand Energy & Infrastructure Services, Inc. (FR Brand Acquisition Corp.)
Tranche B-1, First Lien, 0.000%, 10/23/18(12)		796		805
Second Lien, 0.000%, 10/23/19(12)		395		395
Brickman Group Holdings, Inc. Tranche B-1, 5.500%, 10/14/16		509		519
Brock Holdings Ill, Inc. Second Lien, 10.000%, 3/16/18		285		289
Ceridian Corp. Extended, 5.963%, 5/9/17		1,073		1,094
CHG Buyer Corp. Second Lien, 9.000%, 11/19/20		193		199
Commercial Barge Line Co. Tranche B, 0.000%, 9/22/19(12)		1,130		1,136
Delta Air Lines, Inc. Tranche B-1, 5.250%, 10/18/18		300		305
Harland Clarke Holdings Corp. (Clarke American Corp.) Tranche B-2 5.454%, 6/30/17		643		637
Hawker Beechcraft Acquisition Company LLC 5.750%, 2/14/20		1,145		1,148
Husky Injection Molding System (Yukon Acquisition, Inc.) 4.250%, 7/2/18		535		542
McJunkin Red Man Corp. 6.250%, 11/8/19		703		714
Navistar, Inc. Tranche B, 7.000%, 8/17/17		1,047		1,061
SESAC Holding Co. II LLC First Lien, 6.000%, 2/7/19		394		398
				11,467
Information Technology—3.0%
Alcatel-Lucent U.S.A., Inc.
6.250%, 8/1/16		87		88
7.250%, 1/30/19		855		869
Applied Systems, Inc. Second Lien, 9.500%, 6/8/17		333		335
Avaya, Inc. Tranche B-3, 4.788%, 10/26/17		481		455
AVG Technologies N.V. 8.250%, 3/15/16		141		141
Blue Coat Systems, Inc. 5.750%, 2/15/18		1,031		1,042
CCC Holdings, Inc. Tranche B 0.000%, 12/20/19(12)		527		534

	PAR VALUE		VALUE
Information Technology—continued
Deltek, Inc.
First Lien, 5.000%, 10/10/18	$	778	$	786
Second Lien, 10.000%, 10/10/19		113		116
DynCorp International, Inc. 6.250%, 7/7/16		579		585
Eze Castle Software, Inc. 0.000%, 3/31/19(12)		107		109
Freescale Seminconductor, Inc. Tranche B-1 0.000%, 3/1/20(12)		809		813
Go Daddy Operating Co. LLC 0.000%, 10/31/14 (12)		705		717
Tranche B-1 0.000%, 12/17/18(12)		806		812
IPC Systems, Inc. Tranche C, First Lien, 7.750%, 7/31/17		1,050		1,042
Ipreo Holdings LLC
Tranche B-2 6.500%, 8/7/17		759		768
Tranche B-3 6.500%, 8/7/17		207		209
Novell, Inc. (Attachmate Corp.) First Lien, 7.500%, 11/22/17		613		622
Oberthur Technologies Finance SAS Tranche B-3, 6.250%, 11/30/18		721		721
RP Crown Parent LLC First Lien 6.750%, 12/21/18		263		269
SCS Holdings I, Inc. (Sirius Computer Solutions, Inc.) 0.000%, 12/7/18(12)		514		522
Smart Modular Technologies (Global), Inc. 8.250%, 8/26/17		244		218
Spansion LLC 0.000%, 12/13/18(12)		322		326
SRA International, Inc. 6.500%, 7/20/18		490		490
Vision Solutions, Inc. First Lien, 6.000%, 7/23/16		386		388
Wall Street Systems Holdings, Inc. First Lien, 5.750%, 10/25/19		399		404
Second Lien, 9.250%, 10/25/20		407		411
				13,792
Materials—1.6%
Ameriforge Group, Inc. First Lien, 6.000%, 12/19/19		219		223
Second Lien, 9.750%, 12/21/20		150		154
AZ Chem US, Inc. 6.250%, 12/22/17		651		663
Essar Steel Algoma, Inc. (Algoma Steel, Inc.) 8.750%, 9/19/14		1,582		1,616

	PAR VALUE		VALUE
Materials—continued
Flash Dutch 2 B.V. & U.S Coatings Acquisition, Inc. Tranche B, 0.000%, 2/1/20(12)	$	170	$	173
Fortescue Metals Group Ltd. 5.250%, 10/18/17		326		331
General Chemical Corp. Tranche B, 5.375%, 10/6/15		281		283
Houghton International, Inc. Holding Corp.
First Lien, 5.000%, 12/20/19		1,047		1,065
Second Lien, 9.500%, 12/21/20		630		642
Kronos, Inc. First Lien, 4.500%, 10/30/19		190		192
Second Lien, 9.750%, 4/30/20		605		634
Noranda Aluminum Acquisition Corp. Tranche B, 5.750%, 2/28/19		1,070		1,089
Tronox, Inc. 0.000%, 3/19/20(12)		235		239
				7,304
Telecommunication Services—0.5%
Hawaiian Telcom Communications, Inc. 7.000%, 2/28/17		475		486
Integra Telecom Holdings, Inc. 6.000%, 2/22/19		656		666
Level 3 Financing, Inc. Tranche B 2016, 4.750%, 2/1/16		67		68
Tranche B 2019, 5.250%, 8/1/19		244		248
Sidera Networks, Inc. (RCN Corp.) 6.000%, 8/26/16		525		526
				1,994
Utilities—0.1%
Texas Compeptitive Electric Holdings Co. LLC Extended, 4.747%, 10/10/17		375		266
TOTAL LOAN AGREEMENTS (Identified Cost $67,372)				68,488
	SHARES
PREFERRED STOCK—1.8%
Financials—1.7%
Ally Financial, Inc. 144A 7.000%(4)		321		317
Ally Financial, Inc. Series A, 8.500%(3)		20,000		536

See Notes to Financial Statements

32

VIRTUS MULTI-SECTOR INTERMEDIATE BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
Financials—continued
Banco Bilbao Vizcaya Argentaria S.A. International S.A. Unipersonal 5.919%(3)		675,000	$	594
Banco do Brasil S.A. 144A 8.500%(3)(4)		600,000		717
Bank of America Corp. Series K, 8.000%(3)		375,000		422
Citigroup Capital XVII Series E 6.350%		44,460		1,129
General Electric Capital Corp. Series B 6.25%(3)		1,300,000		1,428
JPMorgan Chase & Co.(3)		247,000		284
PNC Financial Services Group, Inc. Series K 8.250%(3)		350,000		352
U.S. Bancorp Series G 6.00%(3)		22,600		629
Wells Fargo & Co. Series K, 7.98%(3)		950,000		1,096
Zions Bancorp, Series C, ADR 9.500%		9,000		233
				7,737
Industrials—0.1%
Seaspan Corp. Series C, 9.50%		20,000		556
TOTAL PREFERRED STOCK (Identified Cost $7,538)				8,293
COMMON STOCKS—0.0%
Consumer Discretionary—0.0%
Mark IV Industries		446	$	14
Velo Holdings, Inc.(6)(7)		12,667		0
				14
Materials—0.0%
Catalyst Paper Corp.(2)		948		2
TOTAL COMMON STOCKS (Identified Cost $5)				16
TOTAL LONG TERM INVESTMENTS—99.2%
(Identified cost $430,154)				450,084	(13)

	SHARES		VALUE
SHORT-TERM INVESTMENTS—1.2%
Money Market Mutual Funds—1.2%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		5,420,835	$	5,421
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $5,421)				5,421
TOTAL INVESTMENTS—100.4% (Identified Cost $435,575)				455,505	(1)
Other assets and liabilities, net—(0.4)%				(1,592	)
NET ASSETS—100.0%			$	453,913

Abbreviations:

PIK Payment-in-Kind Security

REMIC Real Estate Mortgage Investment Conduit

Foreign Currencies:

AUD Australian Dollar

BRL Brazilian Real

CAD Canadian Dollar

COP Colombian Peso

EUR European Currency Unit

IDR Indonesian Rupiah

KRW South Korean Won

MXN Mexican Peso

NOK Norwegian Krone

NZD New Zealand Dollar

PEN Peruvian Nuevo Sol

PHP Philippines Peso

RUB Russian Rubble

TRY Turkish Lira

UYU Uruguayan Peso

ZAR South African Rand

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 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 March 31, 2013.

⁽⁴⁾  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At March 31, 2013, these securities amounted to a value of $165,308 or 36.4% 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⁾  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.

⁽⁸⁾  No contractual maturity date

⁽⁹⁾  Interest payments may be deferred.

⁽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⁾  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.

⁽¹²⁾  This loan will settle after March 31, 2013, at which time the interest rate will be determined.

⁽¹³⁾  A portion of the Fund’s assets have been segregated for delayed delivery settlements.

⁽¹⁴⁾  Principal is adjusted according to local inflation index.

Country Weightings†
United States	61	%
Brazil	4
Canada	3
Luxembourg	3
Mexico	3
Turkey	2
Venezuela	2
Other	22
Total	100	%
† % of total investments as of March 31, 2013

See Notes to Financial Statements

33

VIRTUS MULTI-SECTOR INTERMEDIATE BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Debt Securities:
Asset-Backed Securities	$	16,603	$	—	$	15,898	$	705
Corporate Bonds and Notes(c)		261,957		—		261,957		0
Foreign Government Securities		53,330		—		53,330		—
Loan Agreements		68,488		—		68,488		—
Mortgage-Backed Securities		40,480		—		40,480		—
Municipal Bonds		917		—		917		—
Equity Securities:
Preferred Stock		8,293		1,417		6,876		—
Common Stocks		16		—		—		16
Short-Term Investments		5,421		5,421		—		—
Total Investments	$	455,505	$	6,838	$	447,946	$	721

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.

	Total			Asset-Backed Securities			Corporate Bonds and Notes			Loan Agreements			Common Stocks
Investments in Securities
Balance as of September 30, 2012:	$	76		$	—		$	13		$	51		$	12
Accrued discount/(premium)		—			—			—			—			—
Realized gain (loss)		(672	)		—			(604	)		(68	)		—
Change in unrealized appreciation (depreciation)		671			6			592			70			3
Purchases		704			703			—			—			1
Sales(b)		(26	)		(4	)		(1	)		(21	)		—
Transfers into Level 3(a)		—			—			—			—			—
Transfers from Level 3(a)		(32	)		—			—			(32	)		—
Balance as of March 31, 2013	$	721		$	705		$	0	(c)	$	—		$	16

^(a)  “Transfers into and/or from” represent the ending value as of March 31, 2013, for any investment security where a change in the pricing level occurred from the beginning to the end of the period.

^(b)  Includes paydowns on securities.

^(c)  Includes internally fair valued security currently priced at zero $0. See the last paragraph under “Note 2A Security Valuation” for a description of the valuation process in place and qualitative discussion about sensitive inputs used in Level 3 internally fair valued measurements.

See Notes to Financial Statements

34

VIRTUS SENIOR FLOATING RATE FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE			VALUE
FOREIGN GOVERNMENT SECURITIES—0.2%
Bolivarian Republic of Venezuela RegS 5.750%, 2/26/16(5)	$	1,260		$	1,194
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified Cost $1,105)					1,194
MORTGAGE-BACKED SECURITIES—0.6%
Non-Agency—0.6%
Extended Stay America Trust 13-ESHM, M 144A
7.625%, 12/5/19(4)		1,725			1,830
RIAL 13-LT2, A 2.833%, 5/22/28		1,845			1,845
TOTAL MORTGAGE-BACKED SECURITIES (Identified Cost $3,647)					3,675
ASSET-BACKED SECURITIES—0.5%
AABS Ltd. 13-1, A 4.875%, 1/10/38(3)		821			831
Drug Royalty Corp., Inc. 12-1, A2 144A 4.474%, 1/15/25(4)		977			980
New Century Home Equity Loan Trust 05-A, A4W
5.002%, 8/25/35(3)		952			890
Terwin Mortgage Trust 04-15AL, A1 144A 5.778%, 7/25/34(3)(4)		582			583
TOTAL ASSET-BACKED SECURITIES (Identified Cost $3,203)					3,284
CORPORATE BONDS AND NOTES—10.4%
Consumer Discretionary—1.6%
Boyd Gaming Corp. 9.125%, 12/1/18		150			160
CCO Holdings LLC 5.250%, 9/30/22		2,000			1,975
Clear Channel Communications, Inc. 144A
9.000%, 12/15/19(4)		944			912
Gateway Casinos & Entertainment Ltd. 144A
8.875%, 11/15/17(4)		140	CAD		146
HD Supply, Inc. 10.500%, 1/15/21		1,240			1,294
Isle of Capri Casinos, Inc. 144A 5.875%, 3/15/21(4)		830			832
Landry’s, Inc. 144A 9.375%, 5/1/20(4)		450			487
Lynx I Corp. 144A 5.375%, 4/15/21(4)		500			523
MGM Resorts International 7.625%, 1/15/17		500			557
Nara Cable Funding Ltd. 144A 8.875%, 12/1/18(4)		525			553
Ono Finance II plc 144A 10.875%, 7/15/19(4)		315			328
Pittsburgh Glass Works LLC 144A 8.500%, 4/15/16(4)		225			230

	PAR VALUE			VALUE
Consumer Discretionary—continued
Sinclair Television Group, Inc. 144A 5.375%, 4/1/21(4)	$	1,870		$	1,865
					9,862
Consumer Staples—0.5%
Chiquita Brands International, Inc. 144A 7.875%, 2/1/21(4)		1,400			1,472
Hawk Acquisition Sub, Inc. 144A 4.250%, 10/15/20(4)		1,690			1,694
					3,166
Energy—1.4%
Carrizo Oil & Gas, Inc. 8.625%, 10/15/18		450			495
Chesapeake Energy Corp. 5.375%, 6/15/21		1,535			1,545
Compagnie Generale de Geophysique-Veritas 7.750%, 5/15/17		546			565
EPL Oil & Gas, Inc. 8.250%, 2/15/18		1,250			1,334
Halcon Resources Corp. 144A 8.875%, 5/15/21(4)		500			541
Hercules Offshore, Inc. 144A 7.125%, 4/1/17(4)		750			812
Petroleos de Venezuela SA RegS 8.500%, 11/2/17(5)		1,370			1,336
Plains Exploration & Production Co. 6.500%, 11/15/20		1,000			1,110
Venoco, Inc. 8.875%, 2/15/19		875			853
					8,591
Financials—2.6%
Air Lease Corp. 4.750%, 3/1/20		1,190			1,220
Aircastle Ltd. 6.250%, 12/1/19		1,190			1,306
Alta Mesa Holdings LP (Alta Mesa Finance Services Corp.) 9.625%, 10/15/18		750			795
Avis Budget Car Rental LLC 144A 4.875%, 11/15/17(4)		455			469
Banco Santander Brasil SA 144A 8.000%, 3/18/16(4)		1,300	BRL		649
Hertz Corp. (The) 144A 4.250%, 4/1/18(4)		385			394
Hexion U.S. Finance Corp. 144A 8.875%, 2/1/18(4)		1,375			1,430
6.625%, 4/15/20		120			121
144A 6.625%, 4/15/20(4)		1,250			1,259
International Lease Finance Corp. 3.875%, 4/15/18		790			789
Nationstar Mortgage LLC (Nationstar Capital Corp.) 144A 6.500%, 7/1/21(4)		1,295			1,357

	PAR VALUE		VALUE
Financials—continued
QGOG Constellation S.A. 144A 6.250%, 11/9/19(4)	$	715	$	756
Reynolds Group Issuer, Inc. (Reynolds Group Issuer LLC) 9.000%, 4/15/19		500		531
5.750%, 10/15/20		940		960
SLM Corp.
4.625%, 9/25/17		315		328
7.250%, 1/25/22		900		1,006
Spansion LLC 7.875%, 11/15/17		275		292
United Rentals North America, Inc. 7.375%, 5/15/20		1,000		1,115
Yankee Candle Co. Holdings LLC (Yankee Finance, Inc.) PIK Interest Capitalization
10.250%, 2/15/16		605		627
				15,404
Health Care—0.3%
Community Health Systems, Inc. (CHS) 5.125%, 8/15/18		1,055		1,108
inVentiv Health, Inc. 144A 9.000%, 1/15/18(4)		315		331
Tenet Healthcare Corp. 144A 4.500%, 4/1/21(4)		500		491
				1,930
Industrials—0.9%
Atlas Air Pass-Through-Trust 98-1, A 7.380%, 1/2/18		765		786
Kratos Defense & Security Solutions, Inc. 10.000%, 6/1/17		575		635
Rexel SA 144A 5.250%, 6/15/20(4)		1,230		1,252
Sappi Papier Holding GmbH 144A 7.750%, 7/15/17(4)		670		744
ServiceMaster Co. 144A 7.000%, 8/15/20(4)		900		936
Spectrum Brands Escrow Corp. 144A 6.375%, 11/15/20(4)		715		770
U.S. Airways Pass-Through-Trust 98-1 6.850%, 1/30/18		714		756
				5,879
Information Technology—0.9%
Avaya, Inc. 144A 7.000%, 4/1/19(4)		1,590		1,562
Ceridian Corp. 144A 11.000%, 3/15/21(4)		55		59
First Data Corp.
11.250%, 3/31/16		1,000		1,010
144A 6.750%, 11/1/20(4)		1,000		1,047
144A 11.250%, 1/15/21(4)		1,090		1,139

See Notes to Financial Statements

35

VIRTUS SENIOR FLOATING RATE FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Information Technology—continued
Igloo Holdings Corp. PIK Interest Capitalization 144A 8.250%, 12/15/17(4)	$	285	$	293
SunGard Data Systems, Inc. 144A 6.625%, 11/1/19(4)		200		208
				5,318
Materials—1.4%
Ardagh Packaging Finance plc (Ardagh Packaging Holdings, Inc.) 144A 7.375%, 10/15/17(4)		1,200		1,319
Calumet Specialty Products Partners LP 9.375%, 5/1/19		433		487
Cemex SAB de CV 144A 9.500%, 6/15/18(4)		1,499		1,750
144A 5.875%, 3/25/19(4)		815		825
FMG Resources Property Ltd. 144A 8.250%, 11/1/19(4)		750		813
Huntsman International LLC 144A 4.875%, 11/15/20(4)		390		394
Sealed Air Corp. 144A 6.500%, 12/1/20(4)		225		248
Tronox Finance LLC 144A 6.375%, 8/15/20(4)		1,000		974
United States Steel Corp. 6.875%, 4/1/21		1,235		1,275
Vedanta Resources plc 144A 9.500%, 7/18/18(4)		685		808
				8,893
Telecommunication Services—0.9%
Cequel Communications Holdings I LLC (Cequel Capital Corp.) 144A 6.375%, 9/15/20(4)		1,000		1,042
Equinix, Inc. 4.875%, 4/1/20		580		587
Intelsat Luxembourg SA 144A 7.750%, 6/1/21(4)		1,230		1,255
ITC Deltacom, Inc. 10.500%, 4/1/16		616		651
Level 3 Financing, Inc. 144A 7.000%, 6/1/20(4)		1,105		1,162
Univision Communications, Inc. 144A 6.750%, 9/15/22(4)		1,100		1,193
				5,890
TOTAL CORPORATE BONDS AND NOTES (Identified Cost $62,729)				64,933
LOAN AGREEMENTS(3)—88.7%
Consumer Discretionary—24.9%
99 Cents Only Stores Tranche B-1, 5.250%, 1/11/19		988		1,002
Academy Ltd. 4.750%, 8/3/18		1,580		1,605

	PAR VALUE		VALUE
Consumer Discretionary—continued
Acosta, Inc. Tranche D, 5.000%, 3/2/18	$	1,957	$	1,988
Acquisitions Cogeco Cable II L.P. (Atlantic Broadband (Penn) Holdings, Inc.) Tranche B,
4.500%, 12/2/19		905		920
Advantage Sales & Marketing First Lien, 4.250%, 12/18/17		516		523
Second Lien, 8.250%, 6/17/18		527		536
Affinity Gaming LLC (Herbst Gaming LLC). 5.500%, 11/9/17		1,052		1,073
Allison Transmission, Inc. Tranche B-3 4.250%, 8/23/19		1,185		1,204
Ameristar Casinos, Inc. Tranche B, 4.000%, 4/16/18		985		995
ARC Automotive Group, Inc. (Casco Automotive Group, Inc.) 6.250%, 11/15/18		998		1,005
Armstrong World Industries, Inc. 0.000%, 3/15/20(8)		3,000		3,027
August Holding Co., Inc. (Schrader)
First Lien, US 6.250%, 4/27/18		433		440
First Lien, LUX 6.250%, 4/27/18		562		572
BJ’s Wholesale Club, Inc.
First Lien, 4.250%, 9/26/19		998		1,009
Second Lien, 9.750%, 3/26/20		315		328
Boyd Gaming Corp. 3.676%, 12/17/15		1,259		1,268
Bresnan Broadband Holdings LLC Tranche B,
4.500%, 12/14/17		932		941
Bright Horizons Family Solutions LLC (Bright Horizons Family Solutions, Inc.) Tranche B, 4.000%, 1/30/20		1,499		1,514
Caesars Entertainment Operating Co., Inc. (Harrah’s Operating Company, Inc.)
Tranche B-4, 9.500%, 10/31/16		1,548		1,583
Tranche B-6, 5.454%, 1/28/18		3,535		3,285
Cannery Casino Resorts LLC First Lien, 6.000%, 10/2/18		905		923
Centaur Acquisition LLC First Lien, 5.250%, 2/20/19		421		428
Cequel Communications LLC 4.000%, 2/14/19		1,782		1,802
Charter Communications Operating LLC Tranche D, 4.000%, 5/15/19		3,320		3,356

	PAR VALUE			VALUE
Consumer Discretionary—continued
Chrysler Group LLC Tranche B, 6.000%, 5/24/17	$	2,945		$	3,004
Clear Channel Communications, Inc. Tranche B, 3.854%, 1/29/16		4,854			4,316
Cumulus Media Holdings, Inc.
First Lien, 4.500%, 9/17/18(8)		1,973			2,004
Second Lien, 7.500%, 9/16/19		1,000			1,036
Dave & Buster’s, Inc. 5.500%, 6/1/16		1,403			1,407
EB Sports Corp. 11.500%, 12/31/15		1,000			1,001
Entercom Radio LLC Tranche B, 5.333%, 11/23/18		2,388			2,436
Federal – Mogul Corp.
Tranche B, 2.138%, 12/29/14		2,632			2,470
Tranche C, 2.138%, 12/28/15		1,344			1,262
Focus Brands, Inc. First Lien, 6.250%, 2/21/18		1,258			1,275
Fram Group Holdings, Inc. (Prestone Holdings, Inc.)
First Lien, 6.500%, 7/29/17		950			965
Second Lien, 10.500%, 1/29/18		500			510
Gateway Casinos & Entertainment Ltd. Tranche B, 6.750%, 5/12/16		913	CAD		900
General Nutrition Centers, Inc. Tranche B,
3.750%, 3/2/18		1,748			1,766
Getty Images, Inc. 4.750%, 10/18/19(8)		1,596			1,620
Granite Broadcasting Corp. Tranche B, First Lien, 9.500%, 5/23/18		1,187			1,190
Harbor Freight Tools USA, Inc. (Central Purchasing LLC) 5.500%, 11/14/17		1,493			1,513
HD Supply, Inc. 4.500%, 10/12/17		3,298			3,337
Hostess Brands Acquisition LLC 0.000%, 3/21/20(8)		2,923			2,996
Hubbard Radio LLC Tranche 1, 4.500%, 4/28/17		1,044			1,057
Isle of Capri Casinos 5.750%, 3/25/17		438			443
Kalispel Tribal Economic Authority 7.500%, 2/25/17		902			913
KAR Auction Services, Inc. 3.750%, 5/19/17		2,683			2,722
Lamar Media Corp. Tranche B, 4.000%, 12/30/16		58			58
Landry’s, Inc. (Landry’s Restaurants, Inc.) Tranche B, 4.750%, 4/24/18		2,747			2,775
Las Vegas Sands LLC
Tranche DD-I, 1.710%, 5/23/14		64			64

See Notes to Financial Statements

36

VIRTUS SENIOR FLOATING RATE FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Consumer Discretionary—continued
Non-Extended Tranche B, 1.710%, 5/23/14	$	313	$	314
Extended Tranche DD-I, 2.710%, 11/23/16		211		212
Extended Tranche B, 2.710%, 11/23/16		1,046		1,050
Laureate Education, Inc. Series 2018, 5.250%, 6/15/18		1,496		1,513
Leslie’s Poolmart, Inc. Tranche B 4.625%, 10/16/19		1,971		2,002
Liberty Cablevision of Puerto Rico LLC Tranche B, First Lien, 6.000%, 6/9/17		983		998
Live Nation Entertainment, Inc. Tranche B, 4.500%, 11/7/16		485		490
MCC LLC (Mediacom Broadband Group)
Tranche F, 4.500%, 10/23/17		973		981
Tranche G, 4.000%, 1/20/20		995		1,005
MedAssets, Inc. Tranche B, 4.000%, 12/13/19		203		206
Merrill Communications LLC 7.250%, 3/5/18		1,725		1,729
Metaldyne LLC 5.000%, 12/18/18		998		1,007
MGM Resorts International (MGM Grand Detroit LLC)
Tranche A, 3.284%, 12/20/17		1,995		2,002
Tranche B, 4.250%, 12/20/19		1,604		1,633
Michaels Stores, Inc. Tranche B, 3.750%, 1/28/20		4,000		4,047
Midcontinent Communications Tranche B, 4.693%, 12/31/16		1,125		1,133
Mitchell International, Inc. 0.000%, 3/28/16(8)		2,267		2,275
MTL Publishing LLC (EMI Music Publishing Group North America Holdings, Inc.) Tranche B, 4.250%, 6/29/18		1,622		1,643
Neiman Marcus Group, Inc. (The) 4.000%, 5/16/18		2,000		2,021
Nielsen Finance LLC Tranche E, 2.952%, 5/1/16		1,657		1,676
Nine Entertainment Group Ltd. (fPBL Media Group Limited) Tranche B, 3.500%, 2/5/20		2,500		2,513
Ozburn-Hessey Holding Co., LLC First Lien, 8.250%, 4/8/16		698		701
Party City Holdings, Inc. 4.250%, 7/27/19		995		1,004
Peninsula Gaming LLC Tranche B, 5.750%, 11/20/17		998		1,016

	PAR VALUE		VALUE
Consumer Discretionary—continued
Penn National Gaming, Inc. Tranche B, 3.750%, 7/16/18	$	2,091	$	2,112
Peppermill Casinos, Inc. Tranche B, 7.250%, 11/9/18		1,325		1,357
Pilot Travel Centers LLC
Refinancing Tranche B, 3.750%, 3/30/18		691		700
First Amendment Tranche B, 4.250%, 8/7/19		82		83
Playboy Enterprises, Inc. 8.250%, 3/6/17		441		445
PVH Corp. (Phillips-Van Heusen Corp.) Tranche B, 3.250%, 2/13/20		568		575
Radio One, Inc. 7.500%, 3/31/16		597		613
Remy International, Inc. Tranche B, 4.250%, 3/5/20		1,998		2,023
Salem Communications Corp. 4.500%, 3/14/20		1,000		1,015
Scientific Games International, Inc. 0.000%, 6/30/15(8)		2,000		2,013
ServiceMaster Co. (The)
Tranche C, 4.250%, 1/31/17		1,623		1,642
Tranche B, 4.460%, 1/31/17		928		938
Seven Sea Cruises S. DE R.L. Tranche B-1,
4.750%, 12/21/18		1,718		1,744
Sports Authority, Inc. (The) Tranche B, 7.500%, 11/16/17		1,075		1,086
SRAM LLC
First Lien, 5.250%, 6/7/18		366		367
Second Lien, 8.500%, 12/7/18		571		582
Station Casinos LLC 0.000%, 3/1/20(8)		2,432		2,464
TCW Group 4.000%, 2/6/20		1,011		1,026
TI Group Auto Systems LLC 0.000%, 3/27/19(8)		1,584		1,600
Transtar Holding Co.
First Lien, 5.500%, 10/9/18		995		1,007
Second Lien, 9.750%, 10/9/19		460		474
Tribune Co. Tranche B, 4.000%, 12/31/19(8)		1,049		1,061
UCI International, Inc. (United Components)
5.500%, 7/26/17		1,243		1,253
Univision Communications, Inc. First Lien,
4.750%, 3/1/20		6,395		6,438
Velo Holdings, Inc.(Velo ACU LLC) 15.000%, 2/4/18		182		183

	PAR VALUE		VALUE
Consumer Discretionary—continued
Veyance Technologies, Inc. 5.250%, 9/8/17	$	2,000	$	2,007
Virgin Media Investment Holdings Ltd. 0.000%, 2/15/20(8)		2,847		2,839
VWR Funding, Inc.
Tranche B-1, 4.204%, 4/3/17		167		169
4.454%, 4/3/17		1,215		1,230
WideOpenWest Finance LLC
0.000%, 7/19/17(8)		287		290
0.000%, 7/17/18(8)		2,233		2,261
0.000%, 3/15/19(8)		2,109		2,133
WMG Acqusition Corp. 5.250%, 11/1/18		830		844
Yankee Cable Acquisition LLC 6.250%, 3/1/20		947		964
Zuffa LLC 5.750%, 2/25/20		2,708		2,748
				155,824
Consumer Staples—6.2%
AdvancePierre Foods, Inc.
First Lien, 5.750%, 7/10/17		1,087		1,105
Second Lien, 9.500%, 10/10/17		1,035		1,072
American Rock Salt Co. LLC 5.500%, 4/25/17		1,207		1,210
Aramark Corp. Tranche D, 4.000%, 8/22/19		4,457		4,506
Crossmark Holdings, Inc.
First Lien, 4.500%, 12/20/19		2,039		2,045
Second Lien, 8.750%, 12/21/20		520		522
Del Monte Foods Co. 4.000%, 3/8/18		3,547		3,585
Dole Food Co. Tranche B-2, 0.000%, 7/8/18(8)		688		690
Heinz (H.J.) Co. Tranche B1, 0.000%, 3/27/19(8)		1,730		1,740
Tranche B2, 0.000%, 3/27/19(8)		7,231		7,302
Pinnacle Foods Finance LLC
Tranche F, 4.750%, 10/17/18		1,352		1,369
Tranche E, 4.750%, 10/17/18		212		214
Revlon Consumer Products Corp. 4.000%, 11/20/17		1,605		1,632
Reynolds Group Holdings, Inc. 4.750%, 9/28/18		2,043		2,075
Rite Aid Corp.
Tranche 6, 4.000%, 2/21/20		4,000		4,053
Tranche 1, Second Lien 5.750%, 8/21/20		101		105
Smart & Final, Inc. 5.750%, 11/15/19		1,496		1,520
Solvest Ltd. (Dole) Tranche C-2, 6.000%, 7/8/18		1,231		1,235
Supervalu, Inc. 0.000%, 3/21/19(8)		984		1,002

See Notes to Financial Statements

37

VIRTUS SENIOR FLOATING RATE FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Consumer Staples—continued
Yankee Candle Co., Inc. (The) 5.250%, 4/2/19	$	1,805	$	1,821
				38,803
Energy—3.7%
Buffalo Gulf Coast Terminals LLC 5.250%, 10/31/17		657		672
Chesapeake Energy Corp. 5.750%, 12/2/17		2,910		3,004
CITGO Petroleum Corp. Tranche C, 9.000%, 6/24/17		200		205
Energy Transfer Equity LP 3.750%, 3/24/17		2,000		2,012
EP Energy LLC (Everest Acquisition LLC)
Tranche B-1, 5.000%, 5/24/18		850		862
Tranche B-2, 4.500%, 4/30/19		1,953		1,981
FTS International, Inc. (Frac Tech International LLC) 8.500%, 5/6/16		1,921		1,824
Gibson Energy ULC Tranche B, 4.750%, 6/15/18		2,864		2,909
Meg Energy Corp. 0.000%, 3/31/20(8)		2,500		2,531
NGPL Pipeco LLC 6.750%, 9/15/17		1,134		1,152
Plains Exploration & Production Co. 4.000%, 11/30/19		621		623
Sabine Oil & Gas LLC Second Lien, 8.750%, 12/31/18		1,290		1,325
Samson Investment Co. Second Lien, 6.000%, 9/25/18		1,262		1,279
SES International Holdings Ltd. (Saxon) 5.500%, 2/15/19		1,530		1,542
Tesoro Corp. 0.000%, 1/28/16(8)		1,000		1,014
				22,935
Financials—6.4%
Alitsource Portfolio Solutions S.A.R.L Tranche B, 5.750%, 11/27/19		1,496		1,519
Asurion LLC (Asurion Corp.) 4.500%, 5/24/19		3,298		3,339
Capital Automotive LP Tranche B, 0.000%, 3/11/17(8)		2,041		2,054
Delos Aircraft, Inc. 4.750%, 4/12/16		728		734
iPayment, Inc . 5.750%, 5/8/17		927		933
iStar Financial, Inc.
Tranche A-2, 7.000%, 3/19/17		500		534
4.500%, 10/15/17		3,584		3,623

	PAR VALUE		VALUE
Financials—continued
Lonestar Intermediate Super Holdings LLC
11.000%, 9/2/19	$	300	$	323
MIP Delaware LLC Tranche B-1, 4.000%, 7/12/18		1,905		1,923
Nuveen Investments, Inc.
Tranche A, First Lien 5.204%, 5/13/17		2,925		2,986
Second Lien, 8.250%, 2/28/19		1,792		1,829
Ocwen Financial Corp. 5.000%, 2/15/18		822		838
RE/MAX LLC (RE/MAX International LLC)
5.500%, 4/16/16		1,085		1,099
Realogy Corp.
Extended LOC, 2.230%, 10/10/16		446		453
Tranche B, 4.500%, 3/5/20		7,565		7,681
RPI Finance Trust 4.000%, 11/9/18		1,335		1,350
Springleaf Financial Funding Co. (American General Finance Corp.) 5.500%, 5/10/17		1,935		1,950
Trans Union LLC 0.000%, 2/8/19(8)		1,508		1,531
UPC Financing Partnership 4.000%, 1/31/21		3,250		3,305
Walter Investment Management Corp. Tranche B, 5.750%, 11/28/17		1,916		1,953
				39,957
Health Care—12.8%
Alere, Inc. (IM US Holdings LLC) 0.000%, 6/30/17(8)		667		674
Tranche B-1, 5.125%, 6/30/17		988		998
Tranche B, 5.125%, 6/30/17		985		995
Alkermes, Inc. First Lien, 0.000%, 9/25/19(8)		1,000		1,002
American Renal Holdings, Inc.
Tranche B, First Lien, 4.500%, 8/20/19		1,537		1,544
Tranche B, Second Lien, 8.500%, 2/14/20		1,100		1,105
AMN Healthcare, Inc. 0.000%, 4/5/18(8)		410		412
Tranche B, 5.750%, 4/5/18		1,165		1,172
Aptalis Pharma, Inc. (Axcan Intermediate Holdings, Inc.) Tranche B-1, 5.500%, 2/10/17		1,021		1,032
Ardent Medical Services, Inc.
First Lien, 6.750%, 7/2/18(8)		865		882
Second Lien, 11.000%, 1/2/19(8)		375		384
Aveta, Inc. (MMM Holdings, Inc.) 9.750%, 12/12/17		508		512
Bausch & Lomb, Inc. 5.250%, 5/17/19		1,985		2,008

	PAR VALUE		VALUE
Health Care—continued
Biomet, Inc. Tranche B-1, 3.974%, 7/25/17	$	1,990	$	2,016
BSN Medical Luxembourg Holding, S.A.R.L. (P&F Capital) 5.000%, 8/28/19		1,000		1,010
Capsugel Holdings U.S., Inc. 5.954%, 8/1/18		796		811
Catalent Pharma Solutions, Inc. (Cardinal Health 409, Inc.)
Tranche 1, 3.704%, 9/15/16		967		977
Tranche 2, 4.250%, 9/15/17		264		266
Community Health Systems, Inc. Extended, 3.784%, 1/25/17		3,275		3,314
ConvaTec, Inc. 5.000%, 12/22/16		1,508		1,538
CRC Health Corp. Tranche B-2, 4.784%, 11/16/15		1,457		1,459
DaVita, Inc. Tranche B-2 4.000%, 11/1/19		3,035		3,072
Drumm Investors LLC (Golden Living) 5.000%, 5/4/18		1,719		1,666
Emdeon, Inc. Tranche B-1, 5.000%, 11/2/18		741		752
Generic Drug Holdings, Inc. 5.000%, 10/29/19		867		882
Grifols, Inc. Tranche B, 4.250%, 6/1/17		979		990
HCA, Inc. Tranche B-3, 3.454%, 5/1/18		2,326		2,349
Healogics, Inc. (National Healing Corp.) Tranche B, First Lien, 5.250%, 2/5/19		360		365
Health Management Associates, Inc. Tranche B, 0.000%, 11/16/18(8)		3,320		3,356
Hologic, Inc. Tranche B, 4.500%, 8/1/19		3,358		3,409
Iasis Healthcare LLC Tranche B-2, 4.500%, 5/3/18		2,022		2,052
INC Research LLC 6.000%, 7/12/18		562		569
InVentiv Health, Inc. (Ventive Health, Inc.) 7.500%, 8/4/16		1,177		1,172
Kinetic Concepts, Inc.
Tranche C-2, 5.000%, 11/4/16		951		966
Tranche C-1, 5.500%, 5/4/18		83		85
MModal, Inc. Tranche B, 6.750%, 8/16/19		1,293		1,254
MSO of Puerto Rico, Inc. 9.750%, 12/12/17		370		372
Multiplan, Inc. Tranche B-1, 4.000%, 8/26/17		2,265		2,294
National Mentor Holdings, Inc. 6.500%, 2/9/17		980		996

See Notes to Financial Statements

38

VIRTUS SENIOR FLOATING RATE FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Health Care—continued
National Specialty Hospitals, Inc. Tranche B, 8.250%, 2/3/17	$	1,216	$	1,213
NBTY, Inc.
Tranche B-2, 3.500%, 10/1/17		2,831		2,871
Par Pharmaceutical Cos, Inc. (Par Pharmaceutical, Inc.) Tranche B-1, 4.250%, 9/30/19		1,376		1,393
Pharmaceutical Product Development, Inc. (Jaguar Holdings LLC) 4.250%, 12/5/18		1,995		2,024
Pharmaceutical Research Associates, Inc. First Lien, 6.500%, 12/10/17		1,531		1,558
Quintiles Transnational Corp. Tranche B-2, 4.500%, 6/8/18		1,461		1,483
Rural/Metro Operating Co. LLC First Lien, 5.750%, 6/30/18		1,007		1,015
Select Medical Corp. Tranche B, 5.750%, 6/1/18		1,009		1,017
Sheridan Holdings, Inc. 4.500%, 6/29/18		1,864		1,881
Smile Brands Group, Inc. Tranche B, 0.000%, 12/21/17(8)		733		695
Surgery Center Holdings, Inc. 6.500%, 2/6/17		1,225		1,228
Surgical Care Affiliates LLC Tranche A, 5.500%, 6/29/18		1,474		1,479
U.S. Renal Care, Inc. First Lien, 6.250%, 7/3/19		483		492
United Surgical Partners International, Inc. Tranche B, 7.000%, 4/3/19		2,110		2,128
Universal Health Services, Inc. Tranche B, 3.750%, 11/15/16		847		858
Valeant Pharmaceuticals International, Inc.
Tranche D-1, 3.500%, 2/13/19		3,543		3,590
Tranche C-1, 3.500%, 12/11/19		1,035		1,049
Vanguard Health Holding Company II LLC (Vanguard Health System, Inc.) Tranche B, 3.750%, 1/29/16		2,133		2,163
Warner Chilcott Co. LLC Tranche B-2, 4.250%, 3/15/18		198		201
Warner Chilcott Corp.
Tranche B-1, 4.250%, 3/15/18		243		247
(WC Luxco S.A.R.L.) Tranche B-3, 4.250%, 3/15/18		439		447

	PAR VALUE		VALUE
Health Care—continued
Tranche B-1, 4.250%, 3/15/18	$	558	$	568
				80,312
Industrials—9.5%
ADS Waste Holdings Tranche B, 4.250%, 10/9/19		3,101		3,140
Alliance Laundry Systems LLC
First Lien, 4.500%, 12/10/18		1,562		1,577
Second Lien, 9.500%, 12/10/19		110		112
Altegrity, Inc. (U.S. Investigations Services, Inc.) 3.204%, 2/21/15		1,138		1,118
Aluma Systems, Inc. (Brand Energy & Infrastructure) Tranche-1 6.250%, 10/23/18		249		252
Apex Tool Group LLC 4.500%, 1/31/20		3,000		3,045
Avis Budget Car Rental LLC Tranche B, 3.750%, 3/15/19		1,500		1,520
AWAS Finance Luxemborg S.A. 4.750%, 7/16/18		1,107		1,116
Booz Allen & Hamilton, Inc. Tranche B, 4.500%, 7/31/19		995		1,011
Brand Energy & Infrastructure Services, Inc. (FR Brand Acquisition Corp.)
Tranche B-1, First Lien, 6.250%, 10/23/18		1,038		1,050
Second Lien, 11.000%, 10/23/19		465		465
Brickman Group Holdings, Inc. Tranche B-1, 5.500%, 10/14/16		1,587		1,618
Brock Holdings Ill, Inc.
First Lien, 6.375%, 3/16/17		827		838
Second Lien, 10.000%, 3/16/18		450		456
Ceridian Corp. Extended, 5.953%, 5/9/17		3,694		3,767
CHG Buyer Corp.
First Lien, 5.000%, 11/19/19		1,184		1,202
Second Lien, 9.000%, 11/19/20		345		355
Commercial Barge Line Co. Tranche B, 7.500%, 7/31/20		2,711		2,724
Delta Air Lines, Inc. 4.250%, 4/20/17		985		1,000
Tranche B-1, 5.250%, 10/18/18		442		450
DigitalGlobe, Inc. 3.750%, 1/31/20		147		149
Douglas Dynamics LLC 5.750%, 4/18/18		901		905

	PAR VALUE		VALUE
Industrials—continued
Ducommun, Inc. 4.750%, 6/28/17	$	1,689	$	1,720
Edwards Ltd. 0.000%, 3/5/20(8)		1,900		1,909
Emergency Medical Services Corp. 4.000%, 5/25/18		3,750		3,798
Garda Security Group, Inc. Tranche B 4.500%, 11/13/19		696		706
Harland Clarke Holdings Corp. (Clarke American Corp.) Tranche B-2 5.454%, 6/30/17		1,436		1,423
Hawker Beechcraft Acquisition Company LLC 5.750%, 2/14/20		1,600		1,605
Husky Injection Molding System (Yukon Acquisition, Inc.) 4.250%, 7/2/18		1,337		1,354
McJunkin Red Man Corp. 6.250%, 11/8/19		1,173		1,191
Mirror Bidco, Inc. 5.250%, 12/28/19		623		631
Navistar, Inc. Tranche B, 7.000%, 8/17/17		1,895		1,921
Nortek, Inc. 5.250%, 4/26/17		399		403
Protection One, Inc. 4.250%, 3/21/19		3,193		3,224
Sequa Corp. 5.250%, 6/19/17		748		762
SESAC Holding Co. II LLC First Lien, 6.000%, 2/7/19		467		472
SI Organization, Inc. (The) Tranche B, 4.500%, 11/22/16		978		979
Swift Transportation Co. LLC Tranche B-2, 5.000%, 12/21/17		706		716
Terex Corp. 4.500%, 4/28/17		1,576		1,608
TransDigm, Inc. Tranche C, 3.750%, 2/28/20		3,035		3,081
U.S. Airways Group, Inc. 2.705%, 3/21/14		2,464		2,465
WCA Waste Corp. (WCA Waste Systems, Inc.) 5.500%, 3/23/18		941		950
WireCo Worldgroup, Inc. 6.000%, 2/15/17		448		454
				59,242
Information Technology—12.2%
Aeroflex, Inc. Tranche B, 5.750%, 5/9/18		836		847
Alcatel-Lucent U.S.A., Inc.
6.250%, 8/1/16		215		218
7.250%, 1/30/19		3,713		3,776
Applied Systems, Inc.
First Lien, 5.500%, 12/8/16		943		950
Second Lien, 9.500%, 6/8/17		334		336

See Notes to Financial Statements

39

VIRTUS SENIOR FLOATING RATE FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Information Technology—continued
Autotrader.com, Inc. Tranche B-1, 4.000%, 12/15/16	$	1,173	$	1,189
Avaya, Inc. Tranche B-5, 8.000%, 3/31/18		1,472		1,484
AVG Technologies N.V. 8.250%, 3/15/16		381		383
Blue Coat Systems, Inc. 5.750%, 2/15/18		1,461		1,477
CCC Holdings, Inc. Tranche B 0.000%, 12/20/19(8)		708		718
CDW LLC (CDW Corp.) Extended, 4.000%, 7/15/17		2,538		2,553
Commscope, Inc. Tranche 2, 3.750%, 1/14/18		1,499		1,517
CPI International Acquisition, Inc. (Catalyst Holdings, Inc.) Tranche B, 5.000%, 2/13/17		1,201		1,222
Deltek, Inc.
First Lien, 5.000%, 10/10/18		1,401		1,415
Second Lien, 10.000%, 10/10/19		144		147
DynCorp International, Inc. 6.250%, 7/7/16		990		999
Epicor Software Corp. (Eagle Parent Inc.) Tranche B-1, 4.500%, 5/16/18		2,948		2,988
Eze Castle Software, Inc.
0.000%, 3/31/19(8)		139		141
0.000%, 3/14/21(8)		175		179
First Data Corp.
Tranche B, 5.204%, 3/24/17		1,864		1,883
5.204%, 3/24/17		2,516		2,542
4.204%, 3/23/18		3,000		2,995
Freescale Seminconductor, Inc. Tranche B-1 0.000%, 3/1/20(8)		1,937		1,948
Genpact Ltd. 4.250%, 8/30/19		498		506
Go Daddy Operating Co. LLC 9.500%, 9/7/14		2,000		2,034
Tranche B-1 0.000%, 12/17/18(8)		2,112		2,127
IMS Health, Inc. Tranche B-1, 3.750%, 9/1/17		1,697		1,717
Infor (US), Inc. (Lawson Software, Inc.) Tranche B-2 5.250%, 4/5/18		4,069		4,141
Interactive Data Corp. 0.000%, 2/11/18(8)		2,386		2,416
IPC Systems, Inc. Tranche C, First Lien, 7.750%, 7/31/17		1,976		1,961
Ipreo Holdings LLC
Tranche B-3 6.500%, 8/7/17		263		266
Tranche B-2 6.500%, 8/7/17		963		976
Microsemi Corp. 3.750%, 2/19/20		887		897
Mirion Technologies, Inc. 6.250%, 3/30/18		1,229		1,240
Moneygram International, Inc. 0.000%, 3/28/20(8)		815		824

	PAR VALUE		VALUE
Information Technology—continued
Mood Media Corp. First Lien, 7.000%, 5/6/18	$	1,054	$	1,061
Novell, Inc. (Attachmate Corp.) First Lien, 7.500%, 11/22/17		1,935		1,961
NuSil Technology LLC 5.000%, 4/7/17		601		607
Oberthur Technologies Finance SAS Tranche B-3, 6.250%, 11/30/18		1,094		1,094
Presidio, Inc. 5.750%, 3/31/17		1,774		1,794
Riverbed Technology, Inc. 4.000%, 12/18/19(8)		285		288
RP Crown Parent LLC
First Lien 6.750%, 12/21/18		623		637
Second Lien, 11.250%, 12/21/19		533		559
Scitor Corp. 5.000%, 2/15/17		882		886
SCS Holdings I, Inc. (Sirius Computer Solutions, Inc.) 8.000%, 12/7/18(8)		606		615
Smart Modular Technologies (Global), Inc. 8.250%, 8/26/17		488		435
Sophia LP Tranche B, 4.500%, 7/19/18		1,160		1,179
Sourcehov LLC (Corpsource Finance Holdings LLC) Tranche B, First Lien, 6.625%, 4/28/17		1,228		1,224
Spansion LLC 0.000%, 12/13/18(8)		790		801
SRA International, Inc. 6.500%, 7/20/18		1,226		1,226
SSI Investments II Ltd. (Skillsoft) 5.000%, 5/26/17		1,028		1,042
SunGard Data Systems, Inc. (Solar Capital Corp.)
Tranche D, 4.500%, 1/31/20		2,528		2,565
Tranche E, 0.000%, 3/8/20(8)		591		598
SymphonyIRI Group, Inc. (Information Resources, Inc.) 0.000%, 12/1/17(8)		537		542
Verifone, Inc. Tranche B, 4.250%, 12/28/18		427		429
Vertafore, Inc. First Lien, 5.250%, 7/29/16		1,466		1,486
Vision Solutions, Inc. First Lien, 6.000%, 7/23/16		681		685
Wall Street Systems Holdings, Inc. First Lien, 5.750%, 10/25/19		698		707
Second Lien, 9.250%, 10/26/20		497		502
Zayo Group LLC (Zayo Capital, Inc.) 4.500%, 7/2/19		2,228		2,254
				76,189

	PAR VALUE		VALUE
Materials—6.6%
AI Chem & Cy SCA
0.000%, 9/12/19(8)	$	658	$	667
0.000%, 9/12/19(8)		342		346
Ameriforge Group, Inc. First Lien, 6.000%, 12/19/19		1,057		1,074
Second Lien, 9.750%, 12/21/20		580		595
Avantor Performance Materials Holdings, Inc.
5.250%, 6/24/17		632		633
AZ Chem US, Inc. 5.750%, 12/22/17		999		1,018
Berlin Packaging, Inc. 0.000%, 3/28/19(8)		2,500		2,527
Berry Plastics Group, Inc. Tranche D, 3.500%, 2/10/20		3,648		3,646
CEMEX Espana S.A. 0.000%, 2/14/17(8)		1,000		983
Chemtura Corp. 5.500%, 8/29/16		750		762
CPG International I, Inc. 5.750%, 9/21/19		752		761
Custom Building Products, Inc. 6.000%, 12/14/19		1,996		2,035
Essar Steel Algoma, Inc. (Algoma Steel, Inc.) 8.750%, 9/19/14		1,940		1,981
Flash Dutch 2 B.V. & U.S Coatings Acquisition, Inc. Tranche B, 4.750%, 2/1/20		470		477
Fortescue Metals Group Ltd. 5.250%, 10/18/17		4,035		4,090
General Chemical Corp. Tranche B, 5.375%, 10/6/15		1,292		1,302
Houghton International, Inc. Holding Corp.
First Lien, 5.000%, 12/20/19		1,696		1,725
Second Lien, 9.500%, 12/21/20		630		642
Huntsman International LLC Extended Tranche B, 2.743%, 4/19/17		1,000		1,009
Ineos US Finance LLC 6.500%, 5/4/18		2,475		2,521
JFB Firth Rixson, Inc. 0.000%, 6/14/17(8)		2,000		2,021
JMC Steel Group, Inc. 4.750%, 4/1/17		827		837
Kronos, Inc. First Lien, 4.500%, 10/30/19		393		399
Second Lien, 9.750%, 4/30/20		715		749
Noranda Aluminum Acquisition Corp. Tranche B, 5.750%, 2/28/19		1,287		1,310
Novelis, Inc. 3.750%, 3/10/17		636		645
PQ Corp. 4.500%, 8/7/17		1,995		2,020
Pro Mach, Inc. 0.000%, 7/6/17(8)		1,478		1,492

See Notes to Financial Statements

40

VIRTUS SENIOR FLOATING RATE FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
Materials—continued
QS0001 Corp. (Tomkins Air) First Lien, 5.000%, 11/9/18	$	413	$	420
Tronox, Inc. 0.000%, 7/31/20(8)		1,200		1,219
Univar, Inc. Tranche B, 5.000%, 6/30/17		1,368		1,383
				41,289
Telecommunication Services—4.4%
Cricket Communications, Inc. 0.000%, 3/1/20(8)		2,000		2,015
Hawaiian Telcom Communications, Inc. 7.000%, 2/28/17		990		1,013
Integra Telecom Holdings, Inc. 6.000%, 2/22/19		1,193		1,212
Tranche B, Second Lien 9.750%, 2/28/21		449		462
Intelsat Jackson Holding S.A. (Intelsat Jackson Holding Ltd.)
3.205%, 2/1/14		1,000		1,001
Tranche B-1, 4.500%, 4/2/18		2,953		3,000
Level 3 Financing, Inc.
Tranche B 2016, 4.750%, 2/1/16		498		505
Tranche B-II 2019, 4.750%, 8/1/19		2,150		2,179
Tranche B 2019, 5.250%, 8/1/19		1,875		1,904
MetroPCS Wireless, Inc. Tranche B-3, 4.000%, 3/17/18		1,782		1,791
Securus Technologies Holdings, Inc. (Securus Technologies, Inc.) Tranche 1, First Lien, 6.500%, 5/31/17		1,179		1,180
Sidera Networks, Inc. (RCN Corp.) 6.000%, 8/26/16		1,124		1,125
Syniverse Holdings, Inc.
0.500%, 4/23/19		1,000		1,005
5.000%, 4/23/19		1,489		1,503
Telesat Canada, Inc.
0.000%, 3/28/19(8)		2,000		2,025
Tranche B, 5.500%, 3/28/19		1,787		1,807
West Corp. 4.250%, 6/30/18		2,540		2,586
Windstream Corp. Tranche B-4, 3.500%, 1/23/20		1,237		1,252
				27,565
Utilities—2.0%
AES Corp. 5.000%, 6/1/18		1,533		1,556
Calpine Corp.
4.000%, 4/1/18		1,960		1,989
4.000%, 10/9/19		746		758
NRG Energy, Inc. 3.250%, 7/1/18		2,860		2,902

	PAR VALUE		VALUE
Utilities—continued
Silver II Borrower SCA 4.000%, 12/13/19	$	2,749	$	2,776
Texas Compeptitive Electric Holdings Co. LLC Extended, 4.747%, 10/10/17		3,945		2,807
				12,788
TOTAL LOAN AGREEMENTS (Identified Cost $546,660)				554,904
	SHARES
COMMON STOCKS—0.2%
Consumer Discretionary—0.2%
Tribune Co.(2)		25,978		1,477
Velo Holdings, Inc.(6)(7)		70,371		0
				1,477
Materials—0.0%
Catalyst Paper Corp.(2)		441		1
TOTAL COMMON STOCKS (Identified Cost $1,061)				1,478
TOTAL LONG TERM INVESTMENTS—100.8%
(Identified cost $618,405)				629,468	(9)
SHORT-TERM INVESTMENTS—16.0%
Money Market Mutual Funds—16.0%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		100,099,099		100,099
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $100,099)				100,099
TOTAL INVESTMENTS—116.6% (Identified Cost $718,504)				729,567	(1)
Other assets and liabilities, net—(16.6)%				(104,173	)
NET ASSETS—100.0%			$	625,394

Abbreviation:

PIK Payment-in-Kind Security

Foreign Currencies:

BRL Brazilian Real

CAD Canadian Dollar

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 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 March 31, 2013.

⁽⁴⁾  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration,

normally to qualified institutional buyers. At March 31, 2013, these securities amounted to a value of $40,717 or 6.5% 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⁾  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.

⁽⁷⁾  Illiquid security.

⁽⁸⁾  This loan will settle after March 31, 2013, at which time the interest rate will be determined.

⁽⁹⁾  All or a portion segregated as collateral for delayed delivery transactions.

Country Weightings†
United States	91	%
Canada	3
Australia	1
Luxembourg	1
Mexico	1
United Kingdom	1
Other	2
Total	100	%
† % of total investments as of March 31, 2013

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

See Notes to Financial Statements

41

VIRTUS SENIOR FLOATING RATE FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Debt Securities:
Asset-Backed Securities	$	3,284	$	—	$	2,453	$	831
Corporate Bonds And Notes		64,933		—		64,933		—
Foreign Government Securities		1,194		—		1,194		—
Loan Agreements		554,904		—		554,904		—
Mortgage-Backed Securities		3,675		—		3,675		—
Equity Securities:
Common Stocks		1,478		1,477		—		1	(d)
Short-Term Investments		100,099		100,099		—		—
Total Investments	$	729,567	$	101,576	$	627,159	$	832

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.

	Total			Asset-Backed Securities			Corporate Bonds and Notes			Loan Agreements			Common Stocks
Investments in Securities
Balance as of September 30, 2012:	$	292		$	—		$	6		$	286		$	—
Accrued discount/(premium)		—			—	(c)		—			—	(c)		—
Realized gain (loss)		(381	)		—	(c)		—			(381	)		—
Change in unrealized appreciation (depreciation)		646			6			243			396			1
Purchases		829			829			—			—			—
Sales(b)		(370	)		(4	)		(249	)		(117	)		—
Transfers into Level 3 (a)		—			—			—			—			—
Transfers from Level 3(a)		(184	)		—			—			(184	)		—
Balance as of March 31, 2013	$	832		$	831		$	—		$	—		$	1	(d)

^(a)  “Transfers into and/or from” represent the ending value as of March 31, 2013, for any investment security where a change in the pricing level occurred from the beginning to the end of the period.

^(b)  Includes paydowns on securities.

^(c)  Amount less than $500.

^(d)  Includes internally fair valued security currently priced at zero $0. See the last paragraph under “Note 2A Security Valuation” for a description of valuation process in place and qualitative discussion about sensitive inputs used in Level 3 internally fair valued measurements.

See Notes to Financial Statements

42

VIRTUS WEALTH MASTERS FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
COMMON STOCKS—99.2%
Consumer Discretionary—35.6%
Amazon.com, Inc.(2)		88	$	23
AMC Networks, Inc.(2)		366		23
American Eagle Outfitters, Inc.		1,204		23
Apollo Group, Inc. Class A(2)		1,327		23
AutoNation, Inc.(2)		519		23
Buckle, Inc. (The)		473		22
Cabela’s, Inc.(2)		378		23
Cablevision Systems Corp. Class A		1,512		23
Carnival Corp.		664		23
CBS Corp. Class B		492		23
Choice Hotels International, Inc.		559		24
Columbia Sportswear Co.		385		22
Comcast Corp. Class A		549		23
Dick’s Sporting Goods, Inc.		473		22
Discovery Communications, Inc. Class A(2)		286		23
DISH Network Corp. Class A(2)		598		23
DR Horton, Inc.		915		22
DSW, Inc. Class A		344		22
Expedia, Inc.		359		22
Family Dollar Stores, Inc.		368		22
Fossil, Inc.(2)		237		23
Gap, Inc. (The)		633		22
Garmin Ltd.		680		22
Host Hotels & Resorts, Inc.		1,329		23
Hyatt Hotels Corp. Class A(2)		533		23
Las Vegas Sands Corp.		420		24
Lennar Corp. Class A		536		22
Liberty Global, Inc. Class A(2)		320		23
Liberty Media Corp.(2)		205		23
Liberty Media Corp. – Interactive Class A(2)		1,035		22
Liberty Ventures(2)		299		23
Ltd. Brands, Inc.		513		23
Madison Square Garden Co./The(2)		396		23
Marriott International, Inc.		567		24
Marriott Vacations Worldwide Corp.(2)		527		23
MGM Resorts International(2)		1,731		23
Mohawk Industries, Inc.(2)		204		23
Morningstar, Inc.		324		23
News Corp. Class A		746		23
NIKE, Inc. Class B		380		22
Nordstrom, Inc.		423		23
Penske Automotive Group, Inc.		673		22
Ralph Lauren Corp.		134		23
Sears Holdings Corp.(2)		434		22
Sears Hometown and Outlet Stores, Inc.(2)		565		23
Starbucks Corp.		394		22
Starz – Liberty Capital(2)		1,060		23
Tesla Motors, Inc.(2)		617		23
Under Armour, Inc. Class A(2)		447		23
Urban Outfitters, Inc.(2)		583		23
Viacom, Inc. Class B		365		22
Wendy’s Co. (The)		4,022		23
Wynn Resorts Ltd.		185		23
				1,206
Consumer Staples—6.1%
Brown-Forman Corp. Class B		327		23
Campbell Soup Co.		522		24

	SHARES		VALUE
Consumer Staples—continued
Dole Food Co., Inc.(2)		2,124	$	23
Estee Lauder Cos., Inc. (The) Class A		354		23
Hain Celestial Group, Inc. (The)(2)		364		22
Harbinger Group, Inc.(2)		2,717		22
Monster Beverage Corp.(2)		466		22
PriceSmart, Inc.		292		23
Tootsie Roll Industries, Inc.		759		23
				205
Energy—4.7%
Chesapeake Energy Corp.		1,107		23
Continental Resources, Inc.(2)		266		23
CVR Energy, Inc.(2)		434		22
Hess Corp.		322		23
Occidental Petroleum Corp.		287		23
RPC, Inc.		1,424		22
W&T Offshore, Inc.		1,557		22
				158
Financials—17.5%
Altisource Portfolio Solutions SA(2)		323		22
Amtrust Financial Services, Inc.		644		22
Berkley (W.R.) Corp.		519		23
Berkshire Hathaway, Inc. Class B(2)		220		23
BOK Financial Corp.		362		23
Boston Properties, Inc.		224		23
Brown & Brown, Inc.		716		23
Charles Schwab Corp. (The)		1,288		23
Credit Acceptance Corp.(2)		178		22
Equity Lifestyle Properties, Inc.		303		23
Equity Residential		413		23
Erie Indemnity Co. Class A		302		23
First Citizens BancShares, Inc. Class A		124		23
Franklin Resources, Inc.		152		23
Greenlight Capital Re Ltd. Class A(2)		921		22
Hilltop Holdings Inc(2)		1,662		22
Howard Hughes Corp. (The)(2)		271		23
Leucadia National Corp.		842		23
Loews Corp.		514		23
Mercury General Corp.		604		23
Ocwen Financial Corp.(2)		646		24
Progressive Corp. (The)		909		23
Raymond James Financial, Inc.		492		23
Simon Property Group, Inc.		142		22
Taubman Centers, Inc.		300		23
Vornado Realty Trust		277		23
				593
Health Care—3.9%
Bruker Corp.(2)		1,197		23
Cerner Corp.(2)		243		23
Halozyme Therapeutics, Inc.(2)		3,273		19
Opko Health, Inc.(2)		2,961		23
Pharmacyclics, Inc.(2)		289		23
Teva Pharmaceutical Industries Ltd.		565		22
				133
Industrials—8.7%
American Railcar Industries, Inc.		508		24
Cintas Corp.		521		23

	SHARES		VALUE
Industrials—continued
Colfax Corp.(2)		484	$	22
Covanta Holding Corp.		1,121		23
Danaher Corp.		366		23
Fastenal Co.		439		23
FedEx Corp.		230		23
Grainger (W.W.), Inc.		100		22
Illinois Tool Works, Inc.		363		22
MSC Industrial Direct Co., Inc. Class A		257		22
Navistar International Corp.(2)		650		22
Rollins, Inc.		934		23
Werner Enterprises, Inc.		919		22
				294
Information Technology—17.5%
Amkor Technology, Inc.(2)		5,494		22
Anixter International, Inc.(2)		321		23
Broadcom Corp. Class A		657		23
Dell, Inc.		1,599		23
DST Systems, Inc.		326		23
eBay, Inc.(2)		424		23
EchoStar Corp. Class A(2)		586		23
Google, Inc. Class A(2)		28		22
IAC/InterActiveCorp.		513		23
Intuit, Inc.		345		23
Marvell Technology Group Ltd.		2,213		23
Mentor Graphics Corp.		1,295		23
Molex, Inc.		779		23
National Instruments Corp.		706		23
Oracle Corp.		706		23
Paychex, Inc.		656		23
Pegasystems, Inc.		788		22
QUALCOMM, Inc.		343		23
Rackspace Hosting, Inc.(2)		441		22
RealPage, Inc.(2)		1,128		23
Salesforce.com, Inc.(2)		128		23
Syntel, Inc.(2)		342		23
Take-Two Interactive Software, Inc.(2)		1,456		24
TeleTech Holdings, Inc.(2)		1,103		23
WebMD Health Corp.(2)		914		22
Yahoo!, Inc.(2)		972		23
				594
Materials—5.2%
Airgas, Inc.		231		23
Huntsman Corp.		1,210		23
Kronos Worldwide, Inc.		1,419		22
LyondellBasell Industries N.V. Class A		350		22
NewMarket Corp.		86		22
Novagold Resources, Inc.(2)		5,719		21
Scotts Miracle-Gro Co. (The) Class A		509		22
Westlake Chemical Corp.		240		22
				177
TOTAL COMMON STOCKS (Identified Cost $3,183)				3,360
TOTAL LONG TERM INVESTMENTS—99.2%
(Identified cost $3,183)				3,360

See Notes to Financial Statements

43

VIRTUS WEALTH MASTERS FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
SHORT-TERM INVESTMENTS—0.9%
Money Market Mutual Funds—0.9%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		28,958	$	29
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $29)				29
TOTAL INVESTMENTS—100.1% (Identified Cost $3,212)				3,389	(1)
Other assets and liabilities, net—(0.1)%				(2	)
NET ASSETS—100.0%			$	3,387

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾  Non-income producing.

Country Weightings (Unaudited)†
United States	93	%
Bermuda	1
Canada	1
Cayman Islands	1
Israel	1
Panama	1
United Kingdom	1
Other	1
Total	100	%
† % of total investments as of March 31, 2013

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices
Equity Securities:
Common Stocks	$	3,360	$	3,360
Short-Term Investments		29		29
Total Investments	$	3,389	$	3,389

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

44

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

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF ASSETS AND LIABILITIES

MARCH 31, 2013 (Unaudited)

(Reported in thousands except shares and per share amounts)

	Bond Fund			CA Tax-Exempt Bond Fund			Disciplined Equity Style Fund			Disciplined Select Bond Fund
Assets
Investment in securities at value(1)	$	105,009		$	51,764		$	1,197		$	1,055
Foreign currency at value(2)		22			—			—			—
Cash		52			1,459			—			—
Receivables
Investment securities sold		1,617			10			—			—
Fund shares sold		70			1			—			—
Receivable from adviser		—			—			7			7
Dividends and interest receivable		963			697			2			—	(3)
Prepaid expenses		19			12			—			—
Prepaid trustee retainer		1			—	(3)		—	(3)		—	(3)
Total assets		107,753			53,943			1,206			1,062
Liabilities
Payables
Fund shares repurchased		101			110			—			—
Investment securities purchased		2,577			26			—			—
Dividend distributions		54			85			—			—
Investment advisory fee		21			14			—			—
Distribution and service fees		22			6			—	(3)		—	(3)
Administration fee		12			6			—	(3)		—	(3)
Transfer agent fees and expenses		27			6			2			2
Trustees’ fee and expenses		—	(3)		—	(3)		—	(3)		—	(3)
Professional fee		20			15			8			8
Other accrued expenses		10			4			3			3
Total liabilities		2,844			272			13			13
Net Assets	$	104,909		$	53,671		$	1,193		$	1,049
Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	105,173		$	49,011		$	1,077		$	1,054
Accumulated undistributed net investment income (loss)		157			1			(2	)		—	(3)
Accumulated undistributed net realized gain (loss)		(3,454	)		596			54			(4	)
Net unrealized appreciation (depreciation) on investments		3,033			4,063			64			(1	)
Net Assets	$	104,909		$	53,671		$	1,193		$	1,049
Class A
Net asset value (net assets/shares outstanding) per share	$	11.68		$	12.72		$	11.12		$	9.95
Maximum offering price per share NAV/(1–2.75%)	$	—		$	13.08		$	—		$	—
Maximum offering price per share NAV/(1–3.75%)	$	12.14		$	—		$	—		$	10.34
Maximum offering price per share NAV/(1–5.75%)	$	—		$	—		$	11.80		$	—
Shares of beneficial interest outstanding, no par value(4), unlimited authorization		5,593,549			2,049,499			16,487			15,065
Net Assets	$	65,325		$	26,076		$	183		$	150
Class B
Net asset value (net assets/shares outstanding) and offering price per share	$	11.41		$	—		$	—		$	—
Shares of beneficial interest outstanding, no par value(4), unlimited authorization		51,063			—			—			—
Net Assets	$	583		$	—		$	—		$	—
Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	11.45		$	—		$	11.10		$	9.93
Shares of beneficial interest outstanding, no par value(4), unlimited authorization		781,671			—			10,082			10,032
Net Assets	$	8,949		$	—		$	112		$	100
Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	11.84		$	12.71		$	11.13		$	9.95
Shares of beneficial interest outstanding, no par value(4), unlimited authorization		2,538,645			2,170,702			80,681			80,344
Net Assets	$	30,052		$	27,595		$	898		$	799
(1) Investment in securities at cost	$	101,976		$	47,701		$	1,133		$	1,056
(2) Foreign currency at cost	$	22		$	—		$	—		$	—
(3) Amount is less than $500.
(4) All Funds with exception of Bond Fund have no par value. Bond Fund has a par value of $1.00.

See Notes to Financial Statements

45

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

MARCH 31, 2013 (Unaudited)

(Reported in thousands except shares and per share amounts)

	Disciplined Select Country Fund			Herzfeld Fund			High Yield Fund			Multi-Sector Intermediate Bond Fund
Assets
Investment in securities at value(1)	$	1,105		$	4,406		$	111,237		$	455,505
Foreign currency at value(2)		—			—			11			—
Cash		—			—	(3)		587			1,733
Receivables
Investment securities sold		—			—			4,275			6,304
Fund shares sold		—			86			57			2,087
Receivable from adviser		7			—			—			—
Dividends and interest receivable		—	(3)		5			1,895			5,804
Prepaid expenses		—			32			30			49
Prepaid trustee retainer		—	(3)		—	(3)		1			3
Total assets		1,112			4,529			118,093			471,485
Liabilities
Payables
Fund shares repurchased		—			1			76			1,177
Investment securities purchased		—			430			5,365			15,443
Dividend distributions		—			—			105			393
Investment advisory fee		—			2			48			210
Distribution and service fees		—	(3)		1			26			158
Administration fee		—	(3)		—	(3)		12			50
Transfer agent fees and expenses		2			1			39			79
Trustees’ fee and expenses		—	(3)		—	(3)		—	(3)		1
Professional fee		8			17			23			20
Other accrued expenses		3			—	(3)		10			41
Total liabilities		13			452			5,704			17,572
Net Assets	$	1,099		$	4,077		$	112,389		$	453,913
Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	1,050		$	3,958		$	133,588		$	430,642
Accumulated undistributed net investment income (loss)		(4	)		5			327			697
Accumulated undistributed net realized gain (loss)		—	(3)		23			(26,585	)		2,648
Net unrealized appreciation (depreciation) on investments		53			91			5,059			19,926
Net Assets	$	1,099		$	4,077		$	112,389		$	453,913
Class A
Net asset value (net assets/shares outstanding) per share	$	10.47		$	10.75		$	4.42		$	11.22
Maximum offering price per share NAV/(1–3.75%)	$	—		$	—		$	4.59		$	11.66
Maximum offering price per share NAV/(1–5.75%)	$	11.11		$	11.41		$	—		$	—
Shares of beneficial interest outstanding, no par value, unlimited authorization		14,845			88,388			24,529,279			19,953,054
Net Assets	$	155		$	950		$	108,425		$	223,891
Class B
Net asset value (net assets/shares outstanding) and offering price per share	$	—		$	—		$	4.32		$	11.19
Shares of beneficial interest outstanding, no par value, unlimited authorization		—			—			46,346			795,463
Net Assets	$	—		$	—		$	200		$	8,904
Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	10.45		$	10.73		$	4.36		$	11.31
Shares of beneficial interest outstanding, no par value, unlimited authorization		10,000			139,060			745,575			10,786,866
Net Assets	$	105		$	1,492		$	3,250		$	121,954
Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	10.48		$	10.76		$	4.42		$	11.22
Shares of beneficial interest outstanding, no par value, unlimited authorization		80,000			151,987			116,520			8,835,558
Net Assets	$	839		$	1,635		$	514		$	99,164
(1)Investment in securities at cost	$	1,052		$	4,315		$	106,179		$	435,575
(2)Foreign currency at cost	$	—		$	—		$	11		$	—
(3)Amount is less than $500.

See Notes to Financial Statements

46

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

MARCH 31, 2013 (Unaudited)

(Reported in thousands except shares and per share amounts)

	Senior Floating Rate Fund			Wealth Masters Fund
Assets
Investment in securities at value(1)	$	729,567		$	3,389
Cash		5,620			1
Receivables
Investment securities sold		12,913			380
Fund shares sold		12,671			44
Receivable from adviser		—			3
Dividends and interest receivable		2,883			3
Prepaid expenses		39			31
Prepaid trustee retainer		3			—	(2)
Total assets		763,696			3,851
Liabilities
Payables
Fund shares repurchased		5,871			—
Investment securities purchased		111,288			436
Borrowings (Note 11)		20,000			—
Dividend distributions		404			—
Investment advisory fee		297			—
Distribution and service fees		164			1
Administration fee		64			—	(2)
Transfer agent fees and expenses		79			—	(2)
Trustees’ fee and expenses		1			—	(2)
Professional fee		23			22
Interest payable on line of credit		5			—
Other accrued expenses		106			5
Total liabilities		138,302			464
Net Assets	$	625,394		$	3,387
Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	615,464		$	3,203
Accumulated undistributed net investment income (loss)		(233	)		—	(2)
Accumulated undistributed net realized gain (loss)		(900	)		7
Net unrealized appreciation (depreciation) on investments		11,063			177
Net Assets	$	625,394		$	3,387
Class A
Net asset value (net assets/shares outstanding) per share	$	9.91		$	11.41
Maximum offering price per share NAV/(1–2.75%)	$	10.19		$	—
Maximum offering price per share NAV/(1–5.75%)	$	—		$	12.11
Shares of beneficial interest outstanding, no par value, unlimited authorization		30,568,559			133,956
Net Assets	$	302,823		$	1,528
Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	9.92		$	11.39
Shares of beneficial interest outstanding, no par value, unlimited authorization		12,933,000			25,376
Net Assets	$	128,286		$	289
Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	9.90		$	11.41
Shares of beneficial interest outstanding, no par value, unlimited authorization		19,628,029			137,511
Net Assets	$	194,285		$	1,570
(1) Investment in securities at cost	$	718,504		$	3,212
(2) Amount is less than $500.

See Notes to Financial Statements

47

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF OPERATIONS

SIX MONTHS ENDED MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	Bond Fund			CA Tax-Exempt Bond Fund			Disciplined Equity Style Fund			Disciplined Select Bond Fund
Investment Income
Dividends	$	41		$	—		$	11		$	7
Interest		2,287			1,171			—			—
Total investment income		2,328			1,171			11			7
Expenses
Investment advisory fees		240			126			3			2
Service fees, Class A		84			35			—	(1)		—	(1)
Distribution and service fees, Class B		3			—			—			—
Distribution and service fees, Class C		45			—			—	(1)		—	(1)
Administration fees		69			36			—	(1)		1
Transfer agent fee and expenses		63			19			2			2
Custodian fees		5			1			1			1
Printing fees and expenses		5			2			2			2
Professional fees		17			16			9			9
Registration fees		29			15			13			13
Trustees’ fee and expenses		3			2			—	(1)		—	(1)
Miscellaneous expenses		7			2			1			1
Total expenses		570			254			31			31
Less expenses reimbursed and/or waived by investment adviser		(117	)		(51	)		(27	)		(27	)
Net expenses		453			203			4			4
Net investment income (loss)		1,875			968			7			3
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		3,333			598			54			(4	)
Net realized gain (loss) on foreign currency transactions		(2	)		—			—			—
Net realized gain (loss) on futures		(65	)		—			—			—
Net change in unrealized appreciation (depreciation) on investments		(2,787	)		(824	)		64			(1	)
Net change in unrealized appreciation (depreciation) on foreign currency translation		—	(1)		—			—			—
Net change in unrealized appreciation (depreciation) on futures		70			—			—			—
Net gain (loss) on investments		549			(226	)		118			(5	)
Net increase (decrease) in net assets resulting from operations	$	2,424		$	742		$	125		$	(2	)

⁽¹⁾ Amount is less than $500.

See Notes to Financial Statements

48

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF OPERATIONS (Continued)

SIX MONTHS ENDED MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	Disciplined Select Country Fund			Herzfeld Fund			High Yield Fund			Multi-Sector Intermediate Bond Fund
Investment Income
Dividends	$	—	(1)	$	43		$	38		$	124
Interest		—			—	(1)		3,907			13,107
Foreign taxes withheld		—			—			—			(5	)
Total investment income		—	(1)		43			3,945			13,226
Expenses
Investment advisory fees		3			9			352			1,162
Service fees, Class A		—	(1)		—	(1)		131			264
Distribution and service fees, Class B		—			—			1			47
Distribution and service fees, Class C		—	(1)		2			16			577
Administration fees		—	(1)		1			70			272
Transfer agent fee and expenses		2			1			80			216
Custodian fees		1			1			3			11
Printing fees and expenses		2			1			7			19
Professional fees		9			11			19			22
Registration fees		13			24			31			45
Trustees’ fee and expenses		—	(1)		—	(1)		3			9
Miscellaneous expenses		1			2			7			25
Total expenses		31			52			720			2,669
Less expenses reimbursed and/or waived by investment adviser		(27	)		(37	)		(84	)		—
Net expenses		4			15			636			2,669
Net investment income (loss)		(4	)		28			3,309			10,557
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		—	(1)		13			2,600			2,788
Net realized gain (loss) on foreign currency transactions		—			—			(1	)		(47	)
Capital gain distributions from underlying funds		—			11			—			—
Net change in unrealized appreciation (depreciation) on investments		53			73			610			3,870
Net change in unrealized appreciation (depreciation) on foreign currency translation		—			—			1			(9	)
Net gain (loss) on investments		53			97			3,210			6,602
Net increase (decrease) in net assets resulting from operations	$	49		$	125		$	6,519		$	17,159

⁽¹⁾ Amount is less than $500.

See Notes to Financial Statements

49

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF OPERATIONS (Continued)

SIX MONTHS ENDED MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	Senior Floating Rate Fund			Wealth Masters Fund
Investment Income
Dividends	$	19		$	19
Interest		14,633			—	(1)
Foreign taxes withheld		—			—	(1)
Total investment income		14,652			19
Expenses
Investment advisory fees		1,469			6
Service fees, Class A		333			—	(1)
Distribution and service fees, Class C		519			1
Administration fees		315			1
Transfer agent fee and expenses		234			—	(1)
Custodian fees		2			17
Interest expense and fees		218			—
Printing fees and expenses		23			—	(1)
Professional fees		23			11
Registration fees		33			24
Trustees’ fee and expenses		11			—	(1)
Miscellaneous expenses		88			2
Total expenses		3,268			62
Less expenses reimbursed and/or waived by investment adviser		—			(52	)
Total expenses		3,268			10
Net investment income (loss)		11,384			9
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		(792	)		8
Net realized gain (loss) on foreign currency transactions		(2	)		—
Net change in unrealized appreciation (depreciation) on investments		7,724			161
Net change in unrealized appreciation (depreciation) on foreign currency translation		—	(1)		—
Net gain (loss) on investments		6,930			169
Net increase (decrease) in net assets resulting from operations	$	18,314		$	178

⁽¹⁾ Amount is less than $500.

See Notes to Financial Statements

50

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF CHANGES IN NET ASSETS

($ reported in thousands)

	Bond Fund						CA Tax-Exempt Bond Fund
	Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012			Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	1,875		$	4,914		$	968		$	2,192
Net realized gain (loss)		3,266			7,017			598			873
Net change in unrealized appreciation (depreciation)		(2,717	)		2,098			(824	)		2,225
Increase (decrease) in net assets resulting from operations		2,424			14,029			742			5,290
From Distributions to Shareholders
Net investment income, Class A		(1,110	)		(2,140	)		(463	)		(1,124	)
Net investment income, Class B		(8	)		(24	)		—			—
Net investment income, Class C		(118	)		(208	)		—			—
Net investment income, Class I		(524	)		(2,609	)		(504	)		(1,153	)
Net realized long-term gains, Class A		—			—			(386	)		—
Net realized long-term gains, Class I		—			—			(385	)		—
Decrease in net assets from distributions to shareholders		(1,760	)		(4,981	)		(1,738	)		(2,277	)
From Share Transactions (See Note 6)
Change in net assets from share transactions, Class A		(2,890	)		(405	)		(2,236	)		(2,423	)
Change in net assets from share transactions, Class B		(149	)		(499	)		—			—
Change in net assets from share transactions, Class C		140			295			—			—
Change in net assets from share transactions, Class I		330			(51,398	)		(539	)		(253	)
Increase (decrease) in net assets from share transactions		(2,569	)		(52,007	)		(2,775	)		(2,676	)
Net increase (decrease) in net assets		(1,905	)		(42,959	)		(3,771	)		337
Net Assets
Beginning of period		106,814			149,773			57,442			57,105
End of period	$	104,909		$	106,814		$	53,671		$	57,442
Accumulated undistributed net investment income (loss) at end of period	$	157		$	42		$	1		$	—	(1)

⁽¹⁾ Amount is less than $500.

See Notes to Financial Statements

51

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

($ reported in thousands)

	Disciplined Equity Style Fund			Disciplined Select Bond Fund			Disciplined Select Country Fund
	From Inception December 18, 2012 to March 31, 2013 (Unaudited)			From Inception December 18, 2012 to March 31, 2013 (Unaudited)			From Inception December 18, 2012 to March 31, 2013 (Unaudited)
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	7		$	3		$	(4	)
Net realized gain (loss)		54			(4	)		—	(1)
Net change in unrealized appreciation (depreciation)		64			(1	)		53
Increase (decrease) in net assets resulting from operations		125			(2	)		49
From Distributions to Shareholders
Net investment income, Class A		(1	)		—	(1)		—
Net investment income, Class C		(1	)		—	(1)		—
Net investment income, Class I		(7	)		(3	)		—
Decrease in net assets from distributions to shareholders		(9	)		(3	)		—
From Share Transactions (See Note 6)
Change in net assets from share transactions, Class A		170			151			150
Change in net assets from share transactions, Class C		101			100			100
Change in net assets from share transactions, Class I		806			803			800
Increase (decrease) in net assets from share transactions		1,077			1,054			1,050
Net increase (decrease) in net assets		1,193			1,049			1,099
Net Assets
Beginning of period		—			—			—
End of period	$	1,193		$	1,049		$	1,099
Accumulated undistributed net investment income (loss) at end of period	$	(2	)	$	—	(1)	$	(4	)

⁽¹⁾ Amount is less than $500.

See Notes to Financial Statements

52

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

($ reported in thousands)

	Herzfeld Fund						High Yield Fund
	Six Months Ended March 31, 2013 (Unaudited)			From Inception September 5, 2012 to September 30, 2012			Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	28		$	3		$	3,309		$	6,554
Net realized gain (loss)		24			—	(1)		2,599			(2,764	)
Net change in unrealized appreciation (depreciation)		73			18			611			12,921
Increase (decrease) in net assets resulting from operations		125			21			6,519			16,711
From Distributions to Shareholders
Net investment income, Class A		(3	)		—			(2,981	)		(6,523	)
Net investment income, Class B		—			—			(7	)		(24	)
Net investment income, Class C		(5	)		—			(78	)		(149	)
Net investment income, Class I		(18	)		—			(6	)		(1	)
Net realized short-term gains, Class A		—	(1)		—			—			—
Net realized short-term gains, Class C		—	(1)		—			—			—
Net realized short-term gains, Class I		(1	)		—			—			—
Decrease in net assets from distributions to shareholders		(27	)		—			(3,072	)		(6,697	)
From Share Transactions (See Note 6)
Change in net assets from share transactions, Class A		831			103			6,388			2,436
Change in net assets from share transactions, Class B		—			—			(115	)		(140	)
Change in net assets from share transactions, Class C		1,368			100			208			681
Change in net assets from share transactions, Class I		556			1,000			407			101
Increase (decrease) in net assets from share transactions		2,755			1,203			6,888			3,078
Net increase (decrease) in net assets		2,853			1,224			10,335			13,092
Net Assets
Beginning of fiscal year		1,224			—			102,054			88,962
End of fiscal year	$	4,077		$	1,224		$	112,389		$	102,054
Accumulated undistributed net investment income (loss) at end of fiscal year	$	5		$	3		$	327		$	90

⁽¹⁾ Amount is less than $500.

See Notes to Financial Statements

53

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

($ reported in thousands)

	Multi-Sector Intermediate Bond Fund						Senior Floating Rate Fund
	Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012			Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	10,557		$	17,068		$	11,384		$	20,337
Net realized gain (loss)		2,741			6,434			(794	)		875
Net change in unrealized appreciation (depreciation)		3,861			19,910			7,724			20,221
Increase (decrease) in net assets resulting from operations		17,159			43,412			18,314			41,433
From Distributions to Shareholders
Net investment income, Class A		(5,158	)		(9,818	)		(6,843	)		(11,416	)
Net investment income, Class B		(196	)		(549	)		—			—
Net investment income, Class C		(2,368	)		(4,470	)		(2,269	)		(3,856	)
Net investment income, Class I		(2,226	)		(2,771	)		(3,184	)		(4,430	)
Net realized short-term gains, Class A		(151	)		—			—			—
Net realized short-term gains, Class B		(7	)		—			—			—
Net realized short-term gains, Class C		(82	)		—			—			—
Net realized short-term gains, Class I		(61	)		—			—			—
Net realized long-term gains, Class A		(2,107	)		—			(90	)		—
Net realized long-term gains, Class B		(94	)		—			—			—
Net realized long-term gains, Class C		(1,141	)		—			(35	)		—
Net realized long-term gains, Class I		(849	)		—			(37	)		—
Decrease in net assets from distributions to shareholders		(14,440	)		(17,608	)		(12,458	)		(19,702	)
From Share Transactions (See Note 6)
Change in net assets from share transactions, Class A		25,988			45,197			43,303			28,683
Change in net assets from share transactions, Class B		(1,134	)		(1,590	)		—			—
Change in net assets from share transactions, Class C		12,588			30,591			31,962			(2,515	)
Change in net assets from share transactions, Class I		23,782			48,745			98,605			18,135
Increase (decrease) in net assets from share transactions		61,224			122,943			173,870			44,303
Net increase (decrease) in net assets		63,943			148,747			179,726			66,034
Net Assets
Beginning of period		389,970			241,223			445,668			379,634
End of period	$	453,913		$	389,970		$	625,394		$	445,668
Accumulated undistributed net investment income (loss) at end of period	$	697		$	88		$	(233	)	$	679

See Notes to Financial Statements

54

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

($ reported in thousands)

	Wealth Masters Fund
	Six Months Ended March 31, 2013 (Unaudited)			From Inception September 5, 2012 to September 30, 2012
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	9		$	1
Net realized gain (loss)		8			5
Net change in unrealized appreciation (depreciation)		161			16
Increase (decrease) in net assets resulting from operations		178			22
From Distributions to Shareholders
Net investment income, Class A		(1	)		—
Net investment income, Class C		(1	)		—
Net investment income, Class I		(8	)		—
Net realized short-term gains, Class A		(1	)		—
Net realized short-term gains, Class C		(1	)		—
Net realized short-term gains, Class I		(4	)		—
Decrease in net assets from distributions to shareholders		(16	)		—
From Share Transactions (See Note 6)
Change in net assets from share transactions, Class A		1,392			104
Change in net assets from share transactions, Class C		167			105
Change in net assets from share transactions, Class I		635			800
Increase (decrease) in net assets from share transactions		2,194			1,009
Net increase (decrease) in net assets		2,356			1,031
Net Assets
Beginning of period		1,031			—
End of period	$	3,387		$	1,031
Accumulated undistributed net investment income (loss) at end of period	$	—	(1)	$	1

⁽¹⁾ Amount is less than $500.

See Notes to Financial Statements

55

VIRTUS OPPORTUNITIES TRUST

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)(2)		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 (in thousands)			Ratio of Net Operating Expenses to Average Net Assets(8)			Ratio of Gross Expenses to Average     Net Assets (before waivers and reimbursements)(8)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Bond Fund
Class A
10/1/12 to 3/31/13(11)		$	11.61		0.20		0.06			0.26			(0.19	)		—			(0.19	)		0.07			$	11.68		2.28	%(4)		$	65,325		0.85	%(3)		1.07	%(3)		3.50	%(3)		78	%(4)
10/1/11 to 9/30/12			10.96		0.35		0.67			1.02			(0.37	)		—			(0.37	)		0.65				11.61		9.34				67,804		0.85			1.02			3.12			210
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
Class B
10/1/12 to 3/31/13(11)		$	11.34		0.16		0.06			0.22			(0.15	)		—			(0.15	)		0.07			$	11.41		1.93	%(4)		$	583		1.60	%(3)		1.82	%(3)		2.73	%(3)		78	%(4)
10/1/11 to 9/30/12			10.71		0.27		0.64			0.91			(0.28	)		—			(0.28	)		0.63				11.34		8.48				727		1.60			1.77			2.43			210
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
Class C
10/1/12 to 3/31/13(11)		$	11.38		0.16		0.06			0.22			(0.15	)		—			(0.15	)		0.07			$	11.45		1.93	%(4)		$	8,949		1.60	%(3)		1.82	%(3)		2.75	%(3)		78	%(4)
10/1/11 to 9/30/12			10.75		0.26		0.65			0.91			(0.28	)		—			(0.28	)		0.63				11.38		8.55				8,756		1.60			1.77			2.36			210
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
Class I
10/1/12 to 3/31/13(11)		$	11.76		0.22		0.07			0.29			(0.21	)		—			(0.21	)		0.08			$	11.84		2.45	%(4)		$	30,052		0.60	%(3)		0.82	%(3)		3.75	%(3)		78	%(4)
10/1/11 to 9/30/12			11.10		0.39		0.66			1.05			(0.39	)		—			(0.39	)		0.66				11.76		9.64				29,527		0.60			0.77			3.39			210
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
CA Tax-Exempt
Bond Fund
Class A
10/1/12 to 3/31/13(11)		$	12.96		0.22		(0.06	)		0.16			(0.22	)		(0.18	)		(0.40	)		(0.24	)		$	12.72		1.16	%(4)		$	26,076		0.85	%(3)		1.03	%(3)		3.34	%(3)		12	%(4)
10/1/11 to 9/30/12			12.30		0.46		0.68			1.14			(0.48	)		—			(0.48	)		0.66				12.96		9.40				28,803		0.85			1.04			3.65			16
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

The footnote legend is at the end of the financial highlights.

See Notes to Financial Statements

56

VIRTUS OPPORTUNITIES TRUST

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)(2)			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 (in thousands)			Ratio of Net Operating Expenses to Average Net Assets(8)			Ratio of Gross Expenses to Average Net Assets (before waivers and reimbursements)(8)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
CA Tax-Exempt
Bond Fund (Continued)
Class I
10/1/12 to 3/31/13(11)		$	12.95		0.23			(0.06	)		0.17			(0.23	)		(0.18	)		(0.41	)		(0.24	)		$	12.71		1.29	%(4)		$	27,595		0.60	%(3)		0.78	%(3)		3.58	%(3)		12	%(4)
10/1/11 to 9/30/12			12.29		0.49			0.68			1.17			(0.51	)		—			(0.51	)		0.66				12.95		9.68				28,639		0.60			0.79			3.90			16
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
Disciplined Equity Style
Fund
Class A
12/18/12(6) to 3/31/13(11)		$	10.00		0.06			1.14			1.20			(0.08	)		—			(0.08	)		1.12			$	11.12		12.24	%(4)		$	183		1.60	%(3)		10.47	%(3)		2.03	%(3)		300	%(4)
Class C
12/18/12(6) to 3/31/13(11)		$	10.00		0.04			1.14			1.18			(0.08	)		—			(0.08	)		1.10			$	11.10		11.91	%(4)		$	112		2.35	%(3)		11.21	%(3)		1.33	%(3)		300	%(4)
Class I
12/18/12(6) to 3/31/13(11)		$	10.00		0.07			1.14			1.21			(0.08	)		—			(0.08	)		1.13			$	11.13		12.25	%(4)		$	898		1.35	%(3)		10.21	%(3)		2.32	%(3)		300	%(4)
Disciplined Select Bond
Fund
Class A
12/18/12(6) to 3/31/13(11)		$	10.00		0.04			(0.05	)		(0.01	)		(0.04	)		—			(0.04	)		(0.05	)		$	9.95		(0.10	)%(4)		$	150		1.40	%(3)		11.01	%(3)		1.39	%(3)		118	%(4)
Class C
12/18/12(6) to 3/31/13(11)		$	10.00		0.02			(0.06	)		(0.04	)		(0.03	)		—			(0.03	)		(0.07	)		$	9.93		(0.38	)%(4)		$	100		2.15	%(3)		11.72	%(3)		0.63	%(3)		118	%(4)
Class I
12/18/12(6) to 3/31/13(11)		$	10.00		0.05			(0.06	)		(0.01	)		(0.04	)		—			(0.04	)		(0.05	)		$	9.95		(0.07	)%(4)		$	799		1.15	%(3)		10.72	%(3)		1.62	%(3)		118	%(4)
Disciplined Select
Country Fund
Class A
12/18/12(6) to 3/31/13(11)		$	10.00		(0.05	)		0.52			0.47			—			—			—			0.47			$	10.47		4.70	%(4)		$	155		1.70	%(3)		10.90	%(3)		(1.71	)%(3)		17	%(4)
Class C
12/18/12(6) to 3/31/13(11)		$	10.00		(0.07	)		0.52			0.45			—			—			—			0.45			$	10.45		4.50	%(4)		$	105		2.45	%(3)		11.60	%(3)		(2.44	)%(3)		17	%(4)
Class I
12/18/12(6) to 3/31/13(11)		$	10.00		(0.04	)		0.52			0.48			—			—			—			0.48			$	10.48		4.80	%(4)		$	839		1.45	%(3)		10.60	%(3)		(1.44	)%(3)		17	%(4)

The footnote legend is at the end of the financial highlights.

See Notes to Financial Statements

57

VIRTUS OPPORTUNITIES TRUST

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)(2)		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 (in thousands)			Ratio of Net Operating Expenses to     Average Net Assets(8)			Ratio of Gross Expenses to Average     Net Assets (before waivers and reimbursements)(8)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Herzfeld Fund
Class A
10/1/12 to 3/31/13(11)		$	10.21		0.14		0.55			0.69			(0.14	)		(0.01	)		(0.15	)		0.54			$	10.75		6.89	%(4)		$	950		1.60	%(3)		4.76	%(3)		2.61	%(3)		16	%(4)
9/5/12(6) to 9/30/12			10.00		0.04		0.17			0.21			—			—			—			0.21				10.21		2.10	(4)			105		1.60	(3)		37.91	(3)		5.93			3	(4)
Class C
10/1/12 to 3/31/13(11)		$	10.21		0.15		0.50			0.65			(0.12	)		(0.01	)		(0.13	)		0.52			$	10.73		6.49	%(4)		$	1,492		2.35	%(3)		4.90	%(3)		2.83	%(3)		16	%(4)
9/5/12(6) to 9/30/12			10.00		0.03		0.18			0.21			—			—			—			0.21				10.21		2.10	(4)			102		2.35	(3)		38.62	(3)		5.21			3	(4)
Class I
10/1/12 to 3/31/13(11)		$	10.21		0.18		0.54			0.72			(0.16	)		(0.01	)		(0.17	)		0.55			$	10.76		7.10	%(4)		$	1,635		1.35	%(3)		6.09	%(3)		3.49	%(3)		16	%(4)
9/5/12(6) to 9/30/12			10.00		0.03		0.18			0.21			—			—			—			0.21				10.21		2.10	(4)			1,017		1.35	(3)		38.61	(3)		4.39			3	(4)
High Yield Fund
Class A
10/1/12 to 3/31/13(11)		$	4.28		0.13		0.13			0.26			(0.12	)		—			(0.12	)		0.14			$	4.42		6.23	%(4)		$	108,425		1.15	%(3)		1.31	%(3)		6.12	%(3)		44	%(4)
10/1/11 to 9/30/12			3.85		0.28		0.44			0.72			(0.29	)		—			(0.29	)		0.43				4.28		19.19				98,701		1.15			1.31			6.82			92
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
Class B
10/1/12 to 3/31/13(11)		$	4.19		0.11		0.12			0.23			(0.10	)		—			(0.10	)		0.13			$	4.32		5.71	%(4)		$	200		1.90	%(3)		2.05	%(3)		5.36	%(3)		44	%(4)
10/1/11 to 9/30/12			3.77		0.24		0.44			0.68			(0.26	)		—			(0.26	)		0.42				4.19		18.46				307		1.90			2.06			6.07			92
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
Class C
10/1/12 to 3/31/13(11)		$	4.23		0.12		0.11			0.23			(0.10	)		—			(0.10	)		0.13			$	4.36		5.65	%(4)		$	3,250		1.90	%(3)		2.05	%(3)		5.37	%(3)		44	%(4)
10/1/11 to 9/30/12			3.80		0.25		0.44			0.69			(0.26	)		—			(0.26	)		0.43				4.23		18.59				2,944		1.90			2.07			6.07			92
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
Class I
10/1/12 to 3/31/13(11)		$	4.28		0.14		0.13			0.27			(0.13	)		—			(0.13	)		0.14			$	4.42		6.37	%(4)		$	514		0.90	%(3)		1.06	%(3)		6.44	%(3)		44	%(4)
8/8/12(6) to 9/30/12			4.23		0.04		0.06			0.10			(0.05	)		—			(0.05	)		0.05				4.28		2.37	(4)			102		0.90	(3)		1.08	(3)		6.86	(3)		92	(4)

The footnote legend is at the end of the financial highlights.

See Notes to Financial Statements

58

VIRTUS OPPORTUNITIES TRUST

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)(2)		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 (in thousands)			Ratio of Net Expenses to Average Net Assets(8)			Ratio of Gross Expenses to Average Net Assets(8)			Ratio of Net Investment Income     to Average Net Assets			Portfolio Turnover Rate
Multi-Sector Intermediate
Bond Fund
Class A
10/1/12 to 3/31/13(11)		$	11.15		0.29		0.18			0.47			(0.28	)		(0.12	)		(0.40	)		0.07			$	11.22		4.21	%(4)		$	223,891		1.09	%(3)		1.09	%(3)		5.16	%(3)		36	%(4)
10/1/11 to 9/30/12			10.24		0.62		0.93			1.55			(0.64	)		—			(0.64	)		0.91				11.15		15.51				196,554		1.13			1.13			5.73			76
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
Class B
10/1/12 to 3/31/13(11)		$	11.12		0.25		0.17			0.42			(0.23	)		(0.12	)		(0.35	)		0.07			$	11.19		3.84	%(4)		$	8,904		1.84	%(3)		1.84	%(3)		4.40	%(3)		36	%(4)
10/1/11 to 9/30/12			10.22		0.54		0.92			1.46			(0.56	)		—			(0.56	)		0.90				11.12		14.59				9,974		1.88			1.88			5.02			76
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
Class C
10/1/12 to 3/31/13(11)		$	11.23		0.25		0.18			0.43			(0.23	)		(0.12	)		(0.35	)		0.08			$	11.31		3.88	%(4)		$	121,954		1.84	%(3)		1.84	%(3)		4.41	%(3)		36	%(4)
10/1/11 to 9/30/12			10.31		0.54		0.94			1.48			(0.56	)		—			(0.56	)		0.92			$	11.23		14.65				108,595		1.88			1.88			4.98			76
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
Class I
10/1/12 to 3/31/13(11)		$	11.15		0.30		0.18			0.48			(0.29	)		(0.12	)		(0.41	)		0.07			$	11.22		4.34	%(4)		$	99,164		0.84	%(3)		0.84	%(3)		5.41	%(3)		36	%(4)
10/1/11 to 9/30/12			10.24		0.64		0.93			1.57			(0.66	)		—			(0.66	)		0.91				11.15		15.80				74,847		0.88			0.88			5.93			76
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

59

VIRTUS OPPORTUNITIES TRUST

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)(2)			Net Realized and Unrealized Gain (Loss)			Total from Investment Operations			Dividends from Net Investment Income			Distributions from Net Realized Gains			Total Return of Capital			Total Distributions			Change in Net Asset Value			Net Asset Value, End of Period			Total Return(1)			Net Assets, End of Period (in thousands)			Ratio of Net Expenses to Average Net Assets(8)			Ratio of Gross Expenses to Average     Net Assets(8)			Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
Senior Floating
Rate Fund
Class A
10/1/12 to 3/31/13(11)		$	9.79		0.23			0.14			0.37			(0.25	)		—	(5)		—			(0.25	)		0.12			$	9.91		3.89	%(4)		$	302,823		1.24	%(3)		1.24	%(3)		4.75	%(3)		45	%(4)
10/1/11 to 9/30/12			9.28		0.49			0.49			0.98			(0.47	)		—			—			(0.47	)		0.51				9.79		10.75				256,397		1.23			1.23			5.06			56
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
10/1/12 to 3/31/13(11)		$	9.80		0.20			0.14			0.34			(0.22	)		—	(5)		—			(0.22	)		0.12			$	9.92		3.50	%(4)		$	128,286		1.99	%(3)		1.99	%(3)		4.00	%(3)		45	%(4)
10/1/11 to 9/30/12			9.29		0.41			0.50			0.91			(0.40	)		—			—			(0.40	)		0.51				9.80		9.92				95,078		1.98			1.98			4.31			56
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
10/1/12 to 3/31/13(11)		$	9.78		0.24			0.15			0.39			(0.27	)		—	(5)		—			(0.27	)		0.12			$	9.90		4.03	%(4)		$	194,285		0.99	%(3)		0.99	%(3)		4.99	%(3)		45	%(4)
10/1/11 to 9/30/12			9.27		0.51			0.49			1.00			(0.49	)		—			—			(0.49	)		0.51				9.78		11.04				94,193		0.98			0.98			5.31			56
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)
Wealth Masters
Fund
Class A
10/1/12 to 3/31/13(11)		$	10.22		0.03			1.30			1.33			(0.09	)		(0.05	)		—			(0.14	)		1.19			$	11.41		13.13	%(4)		$	1,528		1.45	%(3)		6.71	%(3)		0.59	%(3)		39	%(4)
9/5/12(6) to 9/30/12			10.00		0.01			0.21			0.22			—			—			—			—			0.22				10.22		2.20	(4)			106		1.45	(3)		44.72	(3)		0.78	(3)		26	(4)
Class C
10/1/12 to 3/31/13(11)		$	10.21		0.02			1.28			1.30			(0.07	)		(0.05	)		—			(0.12	)		1.18			$	11.39		12.78	%(4)		$	289		2.20	%(3)		9.40	%(3)		0.41	%(3)		39	%(4)
9/5/12(6) to 9/30/12			10.00		—	(5)		0.21			0.21			—			—			—			—			0.21				10.21		2.10	(4)			107		2.20	(3)		45.67	(3)		0.04	(3)		26	(4)
Class I
10/1/12 to 3/31/13(11)		$	10.22		0.07			1.27			1.34			(0.10	)		(0.05	)		—			(0.15	)		1.19			$	11.41		13.21	%(4)		$	1,570		1.20	%(3)		8.65	%(3)		1.38	%(3)		39	%(4)
9/5/12(6) to 9/30/12			10.00		0.01			0.21			0.22			—			—			—			—			0.22				10.22		2.20	(4)			818		1.20	(3)		44.40	(3)		1.04	(3)		26	(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.

See Notes to Financial Statements

60

VIRTUS OPPORTUNITIES TRUST

FINANCIAL HIGHLIGHTS

SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING

THROUGHOUT EACH PERIOD

⁽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 3D in the Notes to Financial Statements for information on recapture of expenses previously waived.

⁽¹⁰⁾ Includes extraordinary expenses.

⁽¹¹⁾  Unaudited

See Notes to Financial Statements

61

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013 (Unaudited)

Note 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, 30 funds are offered for sale, of which ten (each a “Fund”) are reported in this semiannual report.

Each Fund is diversified and has a distinct investment objective.

The Funds have the following investment objectives:

	Investment Objective(s)
Bond Fund	High total return from both current income and capital
CA Tax-Exempt Bond Fund	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
Disciplined Equity Style Fund	Capital appreciation
Disciplined Select Bond Fund	High total return from current income and capital appreciation
Disciplined Select Country Fund	Capital appreciation
Herzfeld Fund	Capital appreciation and current income
High Yield Fund	High current income and a secondary objective of capital growth
Multi-Sector Intermediate Bond Fund	Maximize current income while preserving capital
Senior Floating Rate Fund	High total return from both current income and capital appreciation
Wealth Masters Fund	Capital appreciation

There is no guarantee that a Fund will achieve its objective.

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 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 each Fund’s prospectus.

Class A shares of the CA Tax-Exempt Bond Fund and Senior Floating Rate Fund are sold with a front-end sales charge of up to 2.75% with some exceptions. Class A shares of the Bond Fund, High Yield Fund, and Multi-Sector Intermediate Bond Fund are sold with a front-end sales charge of up to 3.75% with some exceptions. Class A shares of the Herzfeld and Wealth Masters 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% CDSC if applicable if redeemed within one year of purchase. Class I shares are sold without a front-end sales charge or CDSC.

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 Rule 12b-1 and/or shareholder servicing plan (“12b-1 plan”) and has exclusive voting rights with respect to such plans. 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.

Note 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 each Fund, which include, nightly price variance, as well as back-testing such as bi-weekly unchanged price, monthly secondary source and transaction analysis, have been approved by the Board of Trustees (the “Board” or the “Trustees”). All internally fair valued securities are approved by a valuation committee appointed by the Board. The valuation committee is comprised of the treasurer, assistant treasurer, and two other appropriate investment professionals of the Virtus Product Management team who previously have been identified to the Board. All internally fair valued securities, referred to below, are updated daily and reviewed in detail by the valuation committee monthly unless changes occur within the period. The valuation committee reviews the validity of the model inputs and any changes to the model. Fair valuations are ratified by the Board of Directors at least quarterly.

62

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

Each 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 a 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 non-U.S. 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 non-U.S. markets close (where the security is principally traded) and the time that a Fund calculates its net asset value (“NAV”) (generally 4 p.m. Eastern time, the close of the New York Stock Exchange (“NYSE”)) that may impact the value of securities traded in these non-U.S. markets. In such cases the Funds fair value non-U.S. securities using an independent pricing service which considers the correlation of the trading patterns of the non-U.S. 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 non-U.S. 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 such as treasury futures, 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 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 NAV determined as of the close of business of the NYSE each business day and are categorized as Level 1 in the hierarchy.

A summary of the inputs used to value the Funds’ net assets 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.

The Funds own the following internally fair valued securities and which are categorized as Level 3 in the hierarchy.

High Yield Fund Virgin Media Escrow Bonds

This bond is internally fair valued based on the details of a pending corporate action.

Bond Fund	United Artists Theatre Circuit, Inc.
High Yield Fund	United Artists Theatre Circuit, Inc.

The significant unobservable inputs used in the fair value measurement of these corporate bonds are based on comparable liquid assets adjusted for accretion/amortization rate, current yield, current swap rates, and discount rates related to differences in capital structure and liquidity. Significant changes in any of these inputs in isolation would result in a significantly lower or higher fair value measurement. Generally, a change in the observable market assumptions would have direct impacts to the discount rates used related to capital structure and/or liquidity discounts.

B. Security Transactions and Investment Income

Security transactions are recorded on the trade date. Realized gains and losses from sales of securities are determined on the identified cost basis. Dividend income is recognized on the ex-dividend date, or in the case of certain foreign securities, as soon as a Fund is notified. Interest income is recorded on the accrual basis. Each Fund amortizes premiums and accretes discounts using the effective interest method.

Dividend income from REIT Investments 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 intention 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.

63

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

Certain Funds 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 Funds has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. As of March 31, 2013, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the year 2009 forward (with limited exceptions).

D. Distributions to Shareholders

Distributions are recorded by each Fund on the ex-dividend date. For the Bond Fund⁽¹⁾, CA Tax-Exempt Fund, High Yield Fund⁽¹⁾, Multi-Sector Intermediate Bond Fund and Senior Floating Rate 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.

⁽¹⁾  Effective January 2, 2013.

E. Expenses

Expenses incurred together by a Fund and other affiliated mutual funds are allocated in proportion to the net assets of each such 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 a Fund bears directly, the shareholders of a Fund indirectly bears the pro-rata expenses of the underlying mutual funds in which a Fund invests.

F. Foreign Currency Translation

Non U.S. investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at 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 non-U.S. 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 Funds do not isolate that portion of the results of

operations arising from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

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 is the specific type of derivative instruments used by the Funds.

Futures Contracts: A futures contract is an agreement between two parties to purchase (long) or sell (short) a security at a set price for delivery on a future date. Upon entering into a futures contract, the Fund is required to pledge to the broker an amount of cash and/or securities equal to the “initial margin” requirements of the futures exchange on which the contract is traded. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund for financial statement purposes on a daily basis as unrealized gains or losses. When the contract expires or is closed, gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed is realized. This is presented in the Statement of Operations as net realized gain (loss) on futures contracts.

A Fund utilizes futures to optimize performance by managing interest rate risk. This permits the fund manager to assemble the portfolio believed to be most attractive while mitigating vulnerability to changes in market interest rates. The potential risks to the Fund are that 1) the use of futures may result in larger losses or smaller gains than the use of more traditional investments, 2) the prices of futures and the price movements of the securities that the future is intended to simulate may not correlate well, 3) the Fund’s success in using futures will be dependent upon the subadviser’s ability to correctly predict such price movements, 4) liquidity of futures can be adversely affected by market factors, and the prices of such securities may move in unexpected ways, and 5) if the Fund cannot close out a futures position, it may be compelled to continue to make daily cash payments to the broker to meet margin requirements, thus increasing transaction costs.

H. When-issued Purchases and Forward Commitments (Delayed Delivery)

Certain Funds may engage in when-issued or forward commitment 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. 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. A Fund’s investments in loans may be in the form of participations in loans or assignments of all or a portion of loans

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MARCH 31, 2013 (Unaudited)

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.

Note 3. Investment Advisory Fee and Related Party Transactions

($ reported in thousands except as noted)

A. Adviser

Virtus Investment Advisers, Inc. (the “Adviser”), an indirect wholly-owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”), is the Adviser to the Trust. The Adviser manages the Funds’ investment programs and general operations of the Funds, including oversight of the Funds’ subadvisers.

As compensation for its services to the Funds, 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			$1+ Billion
Bond Fund		0.45	%		0.40	%
Herzfeld Fund		1.00			0.95
Wealth Masters Fund		0.85			0.80

	1st $1 Billion			$1+ Billion – $2 Billion			$2 + Billion
CA Tax-Exempt Bond Fund		0.45	%		0.40	%		0.35	%
High Yield Fund		0.65			0.60			0.55
Multi-Sector Intermediate Bond 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
Disciplined Equity Style Fund		1.00	%		0.95	%		0.90	%
Disciplined Select Bond Fund		0.80	%		0.75	%		0.70	%
Disciplined Select Country Fund		1.10	%		1.05	%		1.00	%

B. Subadvisers

The subadvisers manages the investments of each Fund for which they are paid a fee by the Adviser. The subadvisers and the Fund(s) they service is as follows:

Fund	Subadviser	Fund	Subadviser
Bond Fund	NF(1)	Herzfeld Fund	Herzfeld(2)
CA Tax-Exempt Bond Fund	NF(1)	High Yield Fund	NF(1)
Disciplined Equity Style Fund	Newfound(4)	Multi-Sector Intermediate Bond Fund	NF(1)
Disciplined Select Bond Fund	Newfound(4)	Senior Floating Rate Fund	NF(1)
Disciplined Select Country Fund	Newfound(4)	Wealth Masters Fund	Horizon(3)

⁽¹⁾ Newfleet Asset Management, LLC an indirect wholly-owned subsidiary of Virtus.

⁽²⁾  Thomas J, Herzfeld Advisors, Inc.

⁽³⁾  Horizon Asset Management, LLC

⁽⁴⁾  Newfound Investments, LLC, an indirect wholly owned subsidiary of Virtus.

C. Expense Limits and Fee Waivers

The Adviser has voluntarily agreed to limit certain Fund’s total operating expenses (excluding interest, taxes, extraordinary expenses and acquired fund fees and expenses, if any), so that such expenses do not exceed the percentages of the Fund’s average daily net asset values as listed below. 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
High Yield Fund		1.15			1.90			1.90			0.90
Senior Floating Rate Fund(1)		1.20			—			1.95			0.95

⁽¹⁾ Excluding leverage expenses, if any.

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MARCH 31, 2013 (Unaudited)

The Adviser has contractually agreed to limit the following Funds’ total operating expenses (excluding interest, taxes, extraordinary expenses and acquired fund fees and expenses):

	Class A			Class C			Class I			Through Date
Disciplined Equity Style Fund		1.70	%		2.45	%		1.45	%		1/31/14
Disciplined Select Bond Fund		1.40			2.15			1.15			1/31/14
Disciplined Select Country Fund		1.60			2.35			1.35			1/31/14
Herzfeld Fund		1.60			2.35			1.35			1/31/14
Wealth Masters Fund		1.45			2.20			1.20			1/31/14

D. Expense Recapture

For certain Funds the Adviser may recapture operating expenses waived or reimbursed under these arrangements, 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 or if none, the expense limitation in effect at the time of the waiver or reimbursement. All or a portion of the following Adviser reimbursed expenses may be recaptured as follows:

	Fiscal Year Ended
	2013		2014		2015		Total
Bond Fund	$	293	$	305	$	263	$	861
CA Tax-Exempt Bond Fund		106		113		112		331
Herzfeld Fund		—		—		25		25
High Yield Fund		—		145		159		304
Wealth Masters Fund		—		—		29		29

E. Distributor

VP Distributors, LLC (“VP Distributors”), an indirect wholly-owned subsidiary of Virtus, serves as the distributor of each Fund’s shares and has advised the Funds that for the six-months (the “period”) ended March 31, 2013, it retained net commissions of $87 Class A shares and deferred sales charges of $-5, $4, and $54 for Class A shares, Class B shares and Class C shares respectively.

In addition, each Fund pays VP Distributors distribution and/or service fees under Board approved 12b-1 plan as a percentage of the average daily net assets of each respective class at the annual rates of 0.25% for Class A shares, 1.00% for Class B and 1.00% for Class C shares, 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.

F. Administrator and Transfer Agent

Effective January 1, 2013, with the approval of the Board, VP Distributors LLC, the Fund’s former Administrator and Transfer Agent, assigned its rights and obligations under the Administration Agreements and Transfer Agency and Service Agreement to Virtus Fund Services LLC, an indirect wholly-owned subsidiary of Virtus. For the period of October 1, 2012 to December 31, 2012, VP Distributors LLC, served as the Administrator and Transfer Agent to the Funds. For the period of January 1, 2013 to March 31, 2013 Virtus Fund Services LLC, served as the Administrator and Transfer Agent to the Funds.

For the period ended March 31, 2013, the Funds incurred administration fees from the Trust totaling $580 which are included in the Statements of Operations.

For the period ended March 31, 2013, the Funds incurred transfer agent fees from the Trust totaling $564 which are included in the Statements of Operations. A portion is paid to outside entities that also provide services to the Trust.

G. Affiliated Shareholders

At March 31, 2013, Virtus and its affiliates, BMO Bankcorp (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:

	Shares		Aggregate Net Asset Value
Disciplined Equity Style Fund
Class A		10,084	$	112
Class C		10,082		112
Class I		80,681		898
Disciplined Select Bond Fund
Class A		10,040		100
Class C		10,032		100
Class I		80,344		799
Disciplined Select Country Fund
Class A		10,000		105
Class C		10,000		105
Class I		80,000		838

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MARCH 31, 2013 (Unaudited)

	Shares		Aggregate Net Asset Value
Herzfeld Fund
Class A		10,152	$	109
Class C		10,133		109
Class I		81,304		875
High Yield Fund
Class I		24,637		109
Multi-Sector Intermediate Bond Fund
Class I		20,658		232
Senior Floating Rate Fund
Class I		1,251,451		12,390
Wealth Masters Fund
Class A		10,133		116
Class C		10,109		115
Class I		81,120		926

Note 4. Purchases and Sales of Securities

($ reported in thousands)

Purchases and sales of securities (excluding U.S. Government and agency securities, forward currency contracts, futures and short-term securities) during the period ended March 31, 2013, were as follows:

	Purchases		Sales
Bond Fund	$	81,174	$	47,126
CA Tax-Exempt Bond		6,767		10,575
Disciplined Equity Style Fund		4,251		3,179
Disciplined Select Bond Fund		2,240		1,184
Disciplined Select Country Fund		1,210		171
Herzfeld Fund		2,522		258
High Yield Fund		53,716		47,009
Multi-Sector Intermediate Bond Fund		204,704		149,692
Senior Floating Rate Fund		393,444		230,200
Wealth Masters Fund		2,796		632

Purchases and sales of long term U.S. Government and agency securities for the Funds during the period ended March 31, 2013, were as follows:

	Purchases		Sales
Bond Fund	$	2,813	$	35,926
Multi-Sector Intermediate Bond Fund		2,450		2,317

Note 5. Derivative Transactions

($ reported in thousands)

The Bond Fund invested in derivative instruments during the reporting period in the form of futures contracts. The primary type of risk associated with a futures contract is interest rate risk. The Fund may utilize futures in an effort to optimize performance by managing interest rate risk. This permits the portfolio manager to assemble the portfolio believed to be the most attractive while mitigating vulnerability to changes in market interest rates.

For additional information on futures contracts in which the Fund invested in during the reporting period, refer to the Schedule of Investments and Note 2G.

The following is a summary of the Fund’s derivative instrument holdings categorized by primary risk exposure as of March 31, 2013:

Statements of Assets and Liabilities			Statements of Operations
Assets: Variation margin for futures contracts(1)	$	—	Net realized gain (loss) on futures	$	(65	)
Liabilities: None		—	Net change in unrealized appreciation (depreciation) on futures		70
Net asset (liability) balance	$	—	Total realized and unrealized gain (loss)	$	5

⁽¹⁾ Variation margin shown on the Statement of Assets and Liabilities is the daily change in the unrealized appreciation (depreciation) for open futures contracts.

For the six-months ended March 31, 2013, the Fund’s average volume of derivative activities is as follows:

Futures Contracts – Sold(2)
	$(281)

⁽²⁾  Notional Amount.

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MARCH 31, 2013

Note 6. 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
	Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012						Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		221		$	2,574			610		$	6,882			7		$	86			26		$	323
Reinvestment of distributions		74			862			144			1,615			49			627			60			756
Shares repurchased		(543	)		(6,326	)		(791	)		(8,902	)		(229	)		(2,949	)		(276	)		(3,502	)
Net Increase / (Decrease)		(248	)	$	(2,890	)		(37	)	$	(405	)		(173	)	$	(2,236	)		(190	)	$	(2,423	)
Class B
Sale of shares		1		$	9			—	(1)	$	1			—		$	—			—		$	—
Reinvestment of distributions		1			7			2			18			—			—			—			—
Shares repurchased		(15	)		(165	)		(47	)		(518	)		—			—			—			—
Net Increase / (Decrease)		(13	)	$	(149	)		(45	)	$	(499	)		—		$	—			—		$	—
Class C
Sale of shares		152		$	1,733			243		$	2,678			—		$	—			—		$	—
Reinvestment of distributions		9			99			15			166			—			—			—			—
Shares repurchased		(148	)		(1,692	)		(231	)		(2,549	)		—			—			—			—
Net Increase / (Decrease)		13		$	140			27		$	295			—		$	—			—		$	—
Class I
Sale of shares		235		$	2,776			1,509		$	17,183			17		$	227			139		$	1,754
Reinvestment of distributions		40			471			213			2,421			20			255			24			309
Shares repurchased		(247	)		(2,917	)		(6,076	)		(71,002	)		(79	)		(1,021	)		(182	)		(2,316	)
Net Increase / (Decrease)		28		$	330			(4,354	)	$	(51,398	)		(42	)	$	(539	)		(19	)	$	(253	)

	Disciplined Equity Style Fund					Disciplined Select Bond Fund
	From inception December 18, 2012 to March 31, 2013 (Unaudited)					From inception December 18, 2012 to March 31, 2013 (Unaudited)
	SHARES			AMOUNT		SHARES			AMOUNT
Class A
Sale of shares		16		$	169		15		$	150
Reinvestment of distributions		—	(1)		1		—	(1)		1
Shares repurchased		—			—		—			—
Net Increase / (Decrease)		16		$	170		15		$	151
Class C
Sale of shares		10		$	100		10		$	100
Reinvestment of distributions		—	(1)		1		—	(1)		—	(2)
Shares repurchased		—			—		—			—
Net Increase / (Decrease)		10		$	101		10		$	100
Class I
Sale of shares		80		$	800		80		$	800
Reinvestment of distributions		1			6		—	(1)		3
Shares repurchased		—			—		—			—
Net Increase / (Decrease)		81		$	806		80		$	803

⁽¹⁾  Amount less than 500.

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MARCH 31, 2013

	Disciplined Select Country Fund				Herzfeld Fund
	From inception December 18, 2012 to March 31, 2013 (Unaudited)				Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012
	SHARES		AMOUNT		SHARES			AMOUNT			SHARES		AMOUNT
Class A
Sale of shares		15	$	150		78		$	829			10	$	103
Reinvestment of distributions		—		—		—	(1)		3			—		—
Shares repurchased		—		—		—	(1)		(1	)		—		—
Net Increase / (Decrease)		15	$	150		78		$	831			10	$	103
Class C
Sale of shares		10	$	100		129		$	1,364			10	$	100
Reinvestment of distributions		—		—		—	(1)		4			—		—
Shares repurchased		—		—		—	(1)		—	(1)		—		—
Net Increase / (Decrease)		10	$	100		129		$	1,368			10	$	100
Class I
Sale of shares		80	$	800		51		$	537			100	$	1,000
Reinvestment of distributions		—		—		2			19			—		—
Shares repurchased		—		—		—	(1)		—	(1)		—		—
Net Increase / (Decrease)		80	$	800		53		$	556			100	$	1,000

	High Yield Fund												Multi-Sector Intermediate Bond Fund
	Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012						Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		3,030		$	13,078			3,582		$	14,812			4,017		$	45,031			8,003		$	85,521
Reinvestment of distributions		554			2,415			1,222			5,020			569			6,374			732			7,902
Shares repurchased		(2,095	)		(9,105	)		(4,246	)		(17,396	)		(2,266	)		(25,417	)		(4,516	)		(48,226	)
Net Increase / (Decrease)		1,489		$	6,388			558		$	2,436			2,320		$	25,988			4,219		$	45,197
Class B
Sale of shares		—		$	—			9		$	35			—	(1)	$	5			3		$	34
Reinvestment of distributions		2			7			4			17			25			284			35			375
Shares repurchased		(28	)		(122	)		(47	)		(192	)		(127	)		(1,423	)		(186	)		(1,999	)
Net Increase / (Decrease)		(26	)	$	(115	)		(34	)	$	(140	)		(102	)	$	(1,134	)		(148	)	$	(1,590	)
Class C
Sale of shares		119		$	509			264		$	1,077			1,746		$	19,719			3,878		$	42,083
Reinvestment of distributions		15			65			28			116			231			2,601			276			2,996
Shares repurchased		(85	)		(366	)		(129	)		(512	)		(861	)		(9,732	)		(1,341	)		(14,488	)
Net Increase / (Decrease)		49		$	208			163		$	681			1,116		$	12,588			2,813		$	30,591
Class I
Sale of shares		91		$	401			24		$	100			3,585		$	40,239			5,681		$	61,113
Reinvestment of distributions		1			6			—	(1)		1			177			1,983			162			1,754
Shares repurchased		—			—			—			—			(1,640	)		(18,440	)		(1,318	)		(14,122	)
Net Increase / (Decrease)		92		$	407			24		$	101			2,122		$	23,782			4,525		$	48,745

⁽¹⁾  Amount less than 500.

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MARCH 31, 2013

	Senior Floating Rate Fund												Wealth Masters Fund
	Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012						Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES		AMOUNT
Class A
Sale of shares		8,782		$	86,583			12,281		$	117,828			124		$	1,400			10	$	104
Reinvestment of distributions		659			6,486			1,078			10,384			—	(1)		2			—		—
Shares repurchased		(5,055	)		(49,766	)		(10,387	)		(99,529	)		(1	)		(10	)		—		—
Net Increase / (Decrease)		4,386		$	43,303			2,972		$	28,683			123		$	1,392			10	$	104
Class C
Sale of shares		3,965		$	39,141			2,056		$	19,804			15		$	166			10	$	105
Reinvestment of distributions		185			1,825			291			2,806			—	(1)		1			—		—
Shares repurchased		(914	)		(9,004	)		(2,617	)		(25,125	)		—			—			—		—
Net Increase / (Decrease)		3,236		$	31,962			(270	)	$	(2,515	)		15		$	167			10	$	105
Class I
Sale of shares		11,952		$	117,770			6,486		$	62,017			61		$	673			80	$	800
Reinvestment of distributions		210			2,064			280			2,694			1			12			—		—
Shares repurchased		(2,162	)		(21,229	)		(4,858	)		(46,576	)		(5	)		(50	)		—		—
Net Increase / (Decrease)		10,000		$	98,605			1,908		$	18,135			57		$	635			80	$	800

⁽¹⁾  Amount less than 500.

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MARCH 31, 2013 (Unaudited)

Note 7. 10% Shareholders

As of March 31, 2013, certain Funds had individual shareholder account(s) and/or omnibus shareholder account(s) (comprised of a group of individual shareholders), which individually amounted to more than 10% of the total shares outstanding of each such Fund as detailed below:

	% of Shares Outstanding			Number of Accounts
CA-Tax Exempt Bond Fund		35	%		3
Disciplined Equity Style Fund		86			1	*
Disciplined Select Bond Fund		73			1	*
Disciplined Select Country Fund		76			1	*
Herzfeld Fund		21			1	*
Multi-Sector Intermediate Bond Fund		17			1
Senior Floating Rate Fund		33			1
Wealth Masters Fund		27			1	*

* Includes affiliated shareholder accounts.

Note 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.

Many municipalities insure repayment for their obligations. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that the market may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations. Insured securities have been identified in the Schedule of Investments. A real or perceived decline in creditworthiness of a bond insurer can have an adverse impact on the value of insured bonds held in the Funds.

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 the Fund did not concentrate its investments in such sectors.

At March 31, the following Fund held securities issued by various companies in specific sectors or countries as detailed below:

Fund	Sector	Percentage of Total Investments
Wealth Masters Fund	Consumer Discretionary		36	%

Note 9. Indemnifications

Under the Trust’s organizational documents, their trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Funds. Each Trustee has also entered into an indemnification agreement with the Trust. In addition, in the normal course of business the Funds enter into contracts that provide a variety of indemnifications to other parties. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds and that have not occurred. However, the Funds have not had prior claims or losses pursuant to these arrangements and expect the risk loss to be remote.

Note 10. Federal Income Tax Information

($ reported in thousands)

At March 31, 2013, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Funds were as follows:

Fund	Federal Tax Cost		Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Bond Fund	$	102,005	$	3,521	$	(517	)	$	3,004
CA Tax-Exempt Bond		47,701		4,451		(388	)		4,063
Disciplined Equity Style Fund		1,133		64		—			64
Disciplined Select Bond Fund		1,056		2		(3	)		(1	)
Disciplined Select Country Fund		1,052		56		(3	)		53
Herzfeld Fund		4,315		106		(15	)		91
High Yield Fund		106,184		5,714		(661	)		5,053
Multi-Sector Intermediate Fund		435,619		22,189		(2,303	)		19,886
Senior Floating Rate Fund		718,559		11,574		(566	)		11,008
Wealth Masters Fund		3,222		211		(44	)		167

Certain Funds have capital loss available to offset future realized capital gains, through the indicated expiration dates shown below:

	2015		2016		2017		2018		2019		No Expiration		Total
Bond Fund	$	1,794	$	1,080	$	3,798	$	—	$	—	$	—	$	6,672
High Yield Fund		—		—		16,844		9,151		—		—		25,995

71

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

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.

Note 11. Borrowings

($ reported in thousands)

On April 30, 2012, the Senior Floating Rate Fund entered into a Credit Agreement (the “Agreement”) with a commercial bank (the “Bank”) that allows the Fund to borrow cash from the Bank, up to a limit of $100,000. Borrowings under the Agreement are collateralized by investments of the Fund. Interest is charged at LIBOR (London Interbank Offered Rate) plus an additional percentage rate on the amount borrowed and on the undrawn balance (the commitment fee). Total fees paid and accrued for the period ended March 31, 2013, were commitment fees of $117 and interest expenses of $101 which are combined in interest expense and fees on the Statement of Operations. The Agreement is renewable and can also be converted to a 1-year fixed term facility. The Bank has the ability to require repayment of outstanding borrowings under the Agreement upon certain circumstances such as an event of default. From October 1, 2012 to March 31, 2013, the average daily borrowings under the Agreement and the weighted daily average interest rate were $20,000 and 1.159%, respectively. Borrowings outstanding at March 31, 2013 as shown on the Statement of Assets and Liabilities are as follows:

Outstanding  Borrowings	Interest Rate			Term
$20,000		1.154	%		33 Days

Note 12. Illiquid and Restricted Securities

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 a 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 illiquid securities as defined above, not registered under the Securities Act of 1933 as amended (the “1933 Act”). Generally, 144A securities are excluded from this category, except where defined as illiquid.

Each Fund will bear any costs, including those involved in registration under the 1933 Act, in connection with the disposition of such securities.

At March 31, 2013, the Funds did not hold any illiquid and restricted Securities.

Note 13. Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-11 regarding “Disclosures about Offsetting Assets and Liabilities”. The amendments, which will be effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods, require an entity to disclose information about offsetting and related arrangements for assets and liabilities, financial instruments and derivatives that are either currently offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements. At this time, management is evaluating the implications of AUS No. 2011-11 and its impact on the financial statements has not yet been determined.

Note 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 there are no subsequent events requiring recognition or disclosure in the financial statements.

72

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS FOR

VIRTUS DISCIPLINED EQUITY STYLE FUND

VIRTUS DISCIPLINED BOND FUND

VIRTUS DISCIPLINED SELECT COUNTRY FUND

(EACH A “FUND”, COLLECTIVELY, THE “FUNDS”)

BY THE BOARD OF TRUSTEES

The Board of Trustees (the “Board”) of Virtus Opportunities Trust (the “Trust”) is responsible for determining whether to approve the establishment and continuation of the investment advisory agreement (the “Advisory Agreement”) between the Funds and Virtus Investment Advisers, Inc. (“VIA”) and the subadvisory agreement (the “Subadvisory Agreement” and together with the Advisory Agreement, the “Agreements”) among the Funds, VIA and Newfound Investments, LLC (“Newfound”), (the “Subadviser”). At an in-person meeting held on November 16, 2012, the Board, including a majority of the Trustees who are not interested persons of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “Independent Trustees”), considered and approved the establishment of the Agreements, as further discussed below.

In connection with the approval of the Agreements, the Board requested and evaluated information provided by VIA and the Subadviser which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether approval of each of the Agreements would be in the best interests of each Fund and its respective shareholders.

The Board was separately advised by independent legal counsel throughout the process. For each Agreement, the Board considered all the criteria separately with respect to the applicable Fund and its shareholders. In their deliberations, the Board 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 Agreements in private sessions with their independent legal counsel at which no representatives of management were present.

In considering whether to approve the Agreements with respect to each Fund, the Board reviewed and analyzed the factors it deemed relevant, including: (1) the nature, extent and quality of the services to be provided to the Funds by VIA and the Subadviser; (2) applicable comparative performance information; (3) the level and method of computing the Funds’ advisory and subadvisory fees, and comparisons of the Funds’ proposed advisory fee rates with those of a group of other funds with similar investment objectives; (4) the profitability of VIA under the Advisory Agreement; (5) any “fall-out” benefits to VIA, the Subadviser and their affiliates (i.e., ancillary benefits realized by VIA, the Subadviser or its affiliates from VIA’s or the Subadviser’s relationship with the Fund(s)); (6) fees paid to VIA and the Subadviser by comparable accounts, as applicable; (7) possible conflicts of interest; and (8) the terms of the Agreements.

Nature, Extent and Quality of Services

The Trustees received in advance of the meeting information in the form of questionnaires completed by VIA and the Subadviser, each concerning a number of topics, including such company’s investment philosophy, resources, operations and compliance structure. The Trustees also received a presentation by VIA’s senior management personnel, during which among other items, VIA’s history, investment process, investment strategies, personnel, compliance procedures and the firm’s overall performance were reviewed and discussed. The Trustees noted that the Funds are managed using a “manager of managers” structure that generally involves the use of one or more subadvisers to manage some or all of each Funds’ portfolio. Under this structure, VIA is responsible for the management of the Funds’ investment programs and day-to-day operations and for evaluating and selecting subadvisers on an ongoing basis and making any recommendations to the Board regarding hiring, retaining or replacing subadvisers. In considering the Agreement with VIA, the Board considered VIA’s process for supervising and managing the Funds’ subadvisers, including (a) VIA’s ability to select and monitor the subadvisers; (b) VIA’s ability to provide the services necessary to monitor the subadvisers’ compliance with the Funds’ respective investment objectives, policies and restrictions as well as provide other oversight activities; and (c) VIA’s ability and willingness to identify instances in which a subadviser should be replaced and to carry out the required changes. The Trustees also considered: (a) the experience and capability of VIA’s management and other personnel; (b) the financial condition of VIA, and whether it had the financial wherewithal to provide a high level and quality of services to the Funds; (c) the quality of VIA’s own regulatory and legal compliance policies, procedures and systems; (d) the nature, extent and quality of administrative and other services expected to be provided by VIA and its affiliates to each Fund; (e) VIA’s expected supervision of the Funds’ other service providers; and (f) VIA’s risk management processes. It was noted that VP Distributors, LLC, an affiliate of VIA, was expected to serve as administrator, distributor and transfer agent to the Funds. The Board also took into account its knowledge of VIA’s management and the quality of the performance of its duties with respect to other Virtus Mutual Funds through Board meetings, discussions and reports during the preceding year, as well as information from the Trust’s Chief Compliance Officer (“CCO”) regarding the Funds’ compliance policies and procedures proposed to be established pursuant to Rule 38a-1 under the 1940 Act.

With respect to the services to be provided by the Subadviser, the Board considered information provided to the Board by the Subadviser, including the Subadviser’s Form ADV, as well as a presentation provided by the Subadviser’s senior portfolio management personnel. With respect to the Subadvisory Agreement, the Board noted that the Subadviser would provide portfolio management, compliance with the respective Fund’s investment policies and procedures, compliance with applicable securities laws and assurances thereof. In considering approval of the Subadvisory Agreement, the Board also considered the Subadviser’s investment management process, including (a) the experience and capability of the Subadviser’s management and other personnel committed by the Subadviser to the respective Fund; (b) the financial condition of the Subadviser; (c) the quality of the Subadviser’s regulatory and legal compliance policies, procedures and systems; and (d) the Subadviser’s brokerage and trading practices, including with respect to best execution and soft dollars. The Board also took into account the Subadviser’s risk assessment and monitoring process. The Board noted the Subadviser’s regulatory history, including whether it was currently involved in any regulatory actions or investigations as well as material litigation, and any settlements and amelioratory actions undertaken, as appropriate.

After considering all of the information provided to them, the Trustees concluded that the nature, extent and quality of the services expected to be provided by VIA and the Subadviser were satisfactory and that there was a reasonable basis on which to conclude that each would provide a high quality of investment services to the applicable Fund(s).

Investment Performance

Because the Funds had not commenced operations, the Board could not evaluate prior investment performance for each Fund. The Board reviewed and was satisfied with the model performance information used that was based upon the Funds’ investment strategies.

73

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS FOR

VIRTUS DISCIPLINED EQUITY STYLE FUND

VIRTUS DISCIPLINED BOND FUND

VIRTUS DISCIPLINED SELECT COUNTRY FUND

(EACH A “FUND”, COLLECTIVELY, THE “FUNDS”)

BY THE BOARD OF TRUSTEES (Continued)

Management Fees and Total Expenses

The Board considered the fees proposed for advisory services as well as the expected total expense levels of each Fund. Among other data provided, the Board noted that the proposed management fee and total expenses for each Fund were within the range of other funds deemed to be comparable to the Fund by management. The Board noted that each Fund was expected to have an expense cap in place to limit the total expenses incurred by the Fund and its shareholders. The Board also noted that the subadvisory fee for each Fund would be paid by VIA out of its advisory fee rather than paid separately by the Fund. In this regard, the Board took into account management’s discussion with respect to the advisory/subadvisory fee structure, including the amount of the advisory fee retained by VIA after payment of the subadvisory fee. The Board also took into account the expected size of each Fund and the impact on expenses.

The Board concluded that the proposed advisory and subadvisory fees for each Fund were fair and reasonable in light of the usual and customary charges made for services of the same nature and quality and the other factors considered.

Profitability

The Board also considered certain information relating to profitability that had been provided by VIA. In this regard, the Board considered information regarding the expected profitability of VIA for its management of the Funds, as well as the expected profitability of its affiliates for managing and providing other services to each Fund, such as distribution and administrative services provided to the Funds by a VIA affiliate. In addition to the fees paid to VIA and its affiliates, the Board considered any other benefits derived by VIA or its affiliates from their relationship with the Funds. The Board concluded that the expected profitability to VIA and its affiliates from the Funds was reasonable in light of the quality of the services to be rendered to the Funds by VIA and its affiliates.

In considering the profitability to the Subadviser in connection with its relationship to the Funds, the Board noted that the fees under the Subadvisory Agreement are paid by VIA out of the fees that VIA receives under the Advisory Agreement, so that Fund shareholders are not directly impacted by those fees. In considering the reasonableness of the fees payable by VIA to the affiliated Subadviser, the Board noted that, because the Subadviser is an affiliate of VIA, such profitability might be directly or indirectly shared by VIA. For each of the above reasons, the Board concluded that the profitability to the Subadviser and its affiliates from their relationship with the Funds was not a material factor in approval of the Subadvisory Agreement.

Economies of Scale

The Board received and discussed information concerning whether VIA should be expected to realize economies of scale as the Funds’ assets grow. The Board noted that the management fees for the Funds included breakpoints based on assets under management, and that expense caps were also expected to be implemented for the Funds. The Board also took into account management’s discussion of each Fund’s management fee and subadvisory fee structure. The Board also took into account the expected size of the Funds. The Board noted that VIA and the Funds may realize certain economies of scale if the assets of the Funds were to be materially higher than anticipated, particularly in relationship to certain fixed costs, and that shareholders of each Fund would have an opportunity to benefit from these economies of scale.

For similar reasons as stated above with respect to the Subadviser’s profitability, and based upon the expected size of the Fund to be managed by the Subadviser, the Board concluded that the potential for economies of scale in the Subadviser’s management of the Funds was not a material factor in the approval of the Subadvisory Agreements at this time.

Other Factors. The Board considered other benefits that may be realized by VIA and the Subadviser and their respective affiliates from their relationships with the Funds. Among them, the Board recognized that VP Distributors, LLC, an affiliate of VIA, serves as the distributor for the Trust, and, as such, was expected to receive payments pursuant to Rule 12b-1 from the Funds to compensate it for providing shareholder services and selling activities, which could lead to growth in the Funds’ assets and corresponding benefits from such growth, including economies of scale. The Board also noted that VP Distributors, LLC also was expected to provide administrative and transfer agency services to the Funds. The Board noted management’s discussion of the fact that there were no other direct benefits to the Subadviser or VIA in providing investment advisory services to the Funds, other than the fees to be earned under the Agreements, although there may be certain indirect benefits gained, including to the extent that serving the Funds could provide the opportunity to provide advisory services to additional portfolios of the Trust or certain reputational benefits.

Based on all of the foregoing considerations, the Board determined that approval of each Agreement was in the best interests of each Fund and its respective shareholders. Accordingly, the Board, and the Independent Trustees voting separately, approved the Agreements with respect to each Fund.

74

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

BY THE BOARD OF TRUSTEES

The Board of Trustees (the “Board”) of Virtus Opportunities Trust (the “Trust”) is responsible for determining whether to approve the continuation of the investment advisory agreement (the “Advisory Agreement”) between the Trust and Virtus Investment Advisers, Inc. (“VIA”) and of each subadvisory agreement (each, a “Subadvisory Agreement” and collectively, the “Subadvisory Agreements”)(together with the Advisory Agreement, the “Agreements”) with respect to the funds of the Trust, including Virtus Bond Fund, Virtus CA Tax-Exempt Bond Fund, Virtus High Yield Fund, Virtus Multi-Sector Intermediate Bond Fund and Virtus Senior Floating Rate Fund (each a “Fund” and together, the “Funds”) of the Trust. At an in-person meeting held on November 15, 2012, the Board, including a majority of the Trustees who are not interested persons of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, (the “Independent Trustees”), considered and approved the continuation of each Agreement due for renewal, as further discussed below.

In connection with the approval of the Agreements, the Board requested and evaluated information provided by VIA and each subadviser (each, a “Subadviser” and collectively, the “Subadvisers”) which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether the renewal of each of the Agreements would be in the best interests of each applicable Fund and its respective shareholders. The Board also considered information furnished throughout the year at regular Board meetings with respect to the services provided by VIA and the Subadvisers, including quarterly performance reports prepared by management containing reviews of investment results and periodic presentations from the Subadvisers with respect to the Fund(s) they manage. The Board noted the affiliation of certain of the Subadvisers with VIA and any potential conflicts of interest.

The Board was separately advised by independent legal counsel throughout the process. For each Agreement, the Board considered all the criteria separately with respect to the applicable Fund and its shareholders. In their deliberations, the Board 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 Agreements in private sessions with their independent legal counsel at which no representatives of management were present.

In considering whether to approve the renewal of the Agreements with respect to each Fund, the Board reviewed and analyzed the factors it deemed relevant, including: (1) the nature, extent and quality of the services to be provided to the Funds by VIA and each of the Subadvisers; (2) the performance of the Funds as compared to an appropriate peer group and an appropriate index; (3) the level and method of computing each Fund’s advisory and subadvisory fees, and comparisons of the Funds’ advisory fee rates with those of a group of funds with similar investment objectives; (4) the profitability of VIA under the Advisory Agreement; (5) any “fall-out” benefits to VIA, the Subadvisers and their affiliates (i.e., ancillary benefits realized by VIA, the Subadvisers or their affiliates from VIA’s or the applicable Subadviser’s relationship with the Trust); (6) the anticipated effect of growth in size on each Fund’s performance and expenses; (7) fees paid to VIA and the Subadvisers by comparable accounts, as applicable; (8) possible conflicts of interest; and (9) the terms of the Agreements.

Nature, Extent and Quality of Services

The Trustees received in advance of the meeting information in the form of questionnaires completed by VIA and each Subadviser, each concerning a number of topics, including such company’s investment philosophy, resources, operations and compliance structure. The Trustees also received a presentation by VIA’s senior management personnel, during which among other items, VIA’s history, investment process, investment strategies, personnel, compliance procedures and the firm’s overall performance were reviewed and discussed. The Trustees noted that the Funds are managed using a “manager of managers” structure that generally involves the use of one or more subadvisers to manage some or all of a Fund’s portfolio. Under this structure, VIA is responsible for the management of the Funds’ investment programs and day-to-day operations and for evaluating and selecting subadvisers on an ongoing basis and making any recommendations to the Board regarding hiring, retaining or replacing subadvisers. In considering the Agreement with VIA, the Board considered VIA’s process for supervising and managing the Funds’ subadvisers, including (a) VIA’s ability to select and monitor the subadvisers; (b) VIA’s ability to provide the services necessary to monitor the subadvisers’ compliance with the Funds’ respective investment objectives, policies and restrictions as well as provide other oversight activities; and (c) VIA’s ability and willingness to identify instances in which a subadviser should be replaced and to carry out the required changes. The Trustees also considered: (a) the experience and capability of VIA’s management and other personnel; (b) the financial condition of VIA, and whether it had the financial wherewithal to provide a high level and quality of services to the Funds; (c) the quality of VIA’s own regulatory and legal compliance policies, procedures and systems; (d) the nature, extent and quality of administrative and other services provided by VIA and its affiliates to the Funds; (e) VIA’s supervision of the Funds’ other service providers; and (f) VIA’s risk management processes. It was noted that affiliates of VIA serve as administrator and distributor to the Funds. The Board also took into account its knowledge of VIA’s management and the quality of the performance of VIA’s duties through Board meetings, discussions and reports during the preceding year, as well as information from the Trust’s Chief Compliance Officer (“CCO”) regarding the Funds’ compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act.

With respect to the services provided by each of the Subadvisers, the Board considered information provided to the Board by each Subadviser, including each Subadviser’s Form ADV, as well as information provided throughout the past year. With respect to the Subadvisory Agreements, the Board noted that each Subadviser provided portfolio management, compliance with the respective Funds’ investment policies and procedures, compliance with applicable securities laws and assurances thereof. The Board also noted that VIA’s and the Subadvisers’ management of the Funds is subject to the oversight of the Board and must be carried out in accordance with the investment objectives, policies and restrictions set forth in the Funds’ prospectuses and statement of additional information. In considering the renewal of the Subadvisory Agreements, the Board also considered each Subadviser’s investment management process, including (a) the experience and capability of the Subadviser’s management and other personnel committed by the Subadviser to the respective Funds; (b) the financial condition of the Subadviser; (c) the quality of the Subadviser’s regulatory and legal compliance policies, procedures and systems; and (d) the Subadviser’s brokerage and trading practices, including with respect to best execution and soft dollars. The Board also took into account the Subadviser’s risk assessment and monitoring process. The Board noted each Subadviser’s regulatory history, including whether it was currently involved in any regulatory actions or investigations as well as material litigation, and any settlements and amelioratory actions undertaken, as appropriate.

After considering all of the information provided to them, the Trustees concluded that the nature, extent and quality of the services provided by VIA and each Subadviser were satisfactory and that there was a reasonable basis on which to conclude that each would continue to provide a high quality of investment services to the applicable Fund.

75

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

BY THE BOARD OF TRUSTEES (Continued)

Investment Performance

The Board considered performance reports and discussions at Board meetings throughout the year, as well as a report (the “Lipper Report”) for the Funds prepared by Lipper Inc. (“Lipper”), an independent third party provider of investment company data, furnished in connection with the contract renewal process. The Lipper Report presented each Fund’s performance relative to a peer group of other mutual funds (the “Performance Universe”) and relevant indexes, as selected by Lipper. The Board also considered performance information presented by management and took into account management’s discussion of the same, including the effect of market conditions on each Fund’s performance. The Board evaluated each Fund’s performance in the context of the considerations that a “manager of managers” structure requires. The Board noted that it also reviews on a quarterly basis detailed information about both the Funds’ performance results and portfolio composition, as well as each Subadviser’s investment strategy. The Board noted VIA’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of each Subadviser. The Board also noted each Subadviser’s performance record with respect to a Fund. The Board was mindful of VIA’s focus on each Subadviser’s performance and noted VIA’s performance in monitoring and responding to any performance issues with respect to the Funds. The Board also took into account its discussions with management regarding factors that contributed to the performance of each Fund.

The Board considered, among other performance data, the information set forth below with respect to the performance of each Fund for the period ended September 30, 2012.

Virtus Bond Fund. The Board noted that the Fund outperformed the median of its Performance Universe and outperformed its benchmark for the 1-, 3-, 5- and 10-year periods.

Virtus CA Tax-Exempt Bond Fund. The Board noted that the Fund underperformed the median of its Performance Universe for the 1-, 3- and 10- year periods and outperformed the median of its Performance Universe for the 5-year period. The Board also noted that the Fund underperformed its benchmark for the 1-, 3-, 5- and 10- year periods.

Virtus High Yield Fund. The Board noted that the Fund underperformed the median of its Performance Universe for the 3-, 5- and 10- year periods and outperformed the median of its Performance Universe for the 1-year period. The Board also noted that the Fund underperformed its benchmark for the 1-, 3-, 5- and 10- year periods.

Virtus Multi-Sector Intermediate Bond Fund. The Board noted that the Fund outperformed the median of its Performance Universe and outperformed its benchmark for the 1-, 3-, 5- and 10-year periods.

Virtus Senior Floating Rate Fund. The Board noted that the Fund outperformed the median of its Performance Universe for the 1-year period and underperformed the median of its Performance Universe for the 3-year period. The Board also noted that the Fund underperformed its benchmark for the 1- and 3-year periods.

With respect to certain Funds, including Virtus CA Tax-Exempt Bond Fund, Virtus High Yield Fund and Virtus Senior Floating Rate Fund, the Board also considered management’s discussion about the reasons for the Funds’ underperformance relative to their peer groups. After reviewing these and related factors, the Board concluded that each Fund’s overall performance was satisfactory.

Management Fees and Total Expenses

The Board considered the fees charged to the Funds for advisory services as well as the total expense levels of the Funds. This information included comparisons of each Fund’s net management fee and total expense level to those of its peer group (the “Expense Group”). In comparing each Fund’s net management fee to that of comparable funds, the Board noted that such fee includes both advisory and administrative fees. The Board also noted that certain of the Funds had fee waivers and/or expense caps in place to limit the total expenses incurred by those Funds and their shareholders. The Board also noted that the subadvisory fees were paid by VIA out of its management fees rather than paid separately by the Funds. In this regard, the Board took into account management’s discussion with respect to the advisory/subadvisory fee structure, including the amount of the advisory fee retained by VIA after payment of the subadvisory fee. The Board also took into account the size of each of the Funds and the impact on expenses. The Subadvisers provided, and the Board considered, expense information of comparable accounts managed by the Subadvisers, as applicable.

In addition to the foregoing, the Board considered, among other data, the information set forth below with respect to each Fund’s fees and expenses. In each case, the Board took into account management’s discussion of the Fund’s expenses, including the type and size of the Fund relative to the other funds in its Expense Group.

Virtus Bond Fund. The Board considered that the Fund’s net management fee after waivers was the same as the median of the Expense Group and net total expenses after waivers were below the median of the Expense Group.

Virtus CA Tax-Exempt Bond Fund. The Board considered that the Fund’s net management fee after waivers was below the median of the Expense Group and net total expenses after waivers were below the median of the Expense Group.

Virtus High Yield Fund. The Board considered that the Fund’s net management fee after waivers were above the median of the Expense Group and net total expenses after waivers were below the median of the Expense Group.

Virtus Multi-Sector Intermediate Bond Fund. The Board considered that the Fund’s net management fee and net total expenses were above the median of the Expense Group were slightly above the median of the Expense Group.

Virtus Senior Floating Rate Fund. The Board considered that the Fund’s net management fee and net total expenses were above the median of the Expense Group.

Based on the level and type of services provided, the Board determined that each Fund’s fees and expenses were reasonable. The Board concluded that the advisory and subadvisory fees for each Fund were fair and reasonable in light of the usual and customary charges made for services of the same nature and quality and the other factors considered.

76

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

BY THE BOARD OF TRUSTEES (Continued)

Profitability

The Board also considered certain information relating to profitability that had been provided by VIA. In this regard, the Board considered information regarding the overall profitability, as well as on a Fund-by-Fund basis, of VIA for its management of the Trust, as well as its profits and those of its affiliates for managing and providing other services to the Trust, such as distribution and administrative services provided to the Funds by a VIA affiliate. In addition to the fees paid to VIA and its affiliates, including the applicable Subadvisers, the Board considered any other benefits derived by VIA or its affiliates from their relationship with the Funds. The Board reviewed the methodology used to allocate costs to each Fund, taking into account the fact that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. The Board concluded that the profitability to VIA and its affiliates from each Fund was reasonable in light of the quality of the services rendered to the Funds by VIA and its affiliates.

In considering the profitability to the Subadvisers in connection with their relationship to the Funds, the Board noted that the fees under the Subadvisory Agreements are paid by VIA out of the fees that VIA receives under the Advisory Agreement, so that Fund shareholders are not directly impacted by those fees. In considering the reasonableness of the fees payable by VIA to the affiliated Subadvisers, the Board noted that, because such Subadvisers are affiliates of VIA, such profitability might be directly or indirectly shared by VIA. For each of the above reasons, the Board concluded that the profitability to the Subadvisers and their affiliates from their relationship with the Funds was not a material factor in approval of the Subadvisory Agreements.

Economies of Scale

The Board received and discussed information concerning whether VIA realizes economies of scale as the Funds’ assets grow. The Board noted that the management fees for several of the Funds included breakpoints based on assets under management, and that fee waivers and/or expense caps were also in place for certain Funds. The Board also took into account management’s discussion of the Funds’ management fee and subadvisory fee structure, including with respect to the Funds that do not currently have breakpoints. The Board also took into account the current size of the Funds. The Board concluded that no changes to the advisory fee structure of the Funds were necessary at this time. The Board noted that VIA and the Funds may realize certain economies of scale if the assets of the Funds were to increase, particularly in relationship to certain fixed costs, and that shareholders of the Funds would have an opportunity to benefit from these economies of scale.

For similar reasons as stated above with respect to the Subadvisers’ profitability, and based upon the current size of the Funds managed by each Subadviser, the Board concluded that the potential for economies of scale in the Subadvisers’ management of the Funds was not a material factor in the approval of the Subadvisory Agreements at this time.

Other Factors. The Board considered other benefits that may be realized by VIA and each Subadviser and their respective affiliates from their relationships with the applicable Fund. Among them, the Board recognized that VP Distributors, LLC, an affiliate of VIA, serves as the distributor for the Trust, and, as such, receives payments pursuant to Rule 12b-1 from the Funds to compensate it for providing shareholder services and selling activities, which could lead to growth in the Trust’s assets and corresponding benefits from such growth, including economies of scale. The Board noted that an affiliate of VIA also provides administrative services to the Trust. The Board noted management’s discussion of the fact that, while certain of the Subadvisers are affiliates of VIA, there are no other direct benefits to the Subadvisers 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 indirect benefits gained, including to the extent that serving the Funds could provide the opportunity to provide advisory services to additional portfolios of the Trust or certain reputational benefits.

Based on all of the foregoing considerations, the Board determined that approval of each Agreement was in the best interests of each of the applicable Fund and its respective shareholders. Accordingly, the Board, and the Independent Trustees voting separately, approved the Agreements with respect to each Fund.

77

Virtus Multi-Sector Fixed Income Fund,

a series of Virtus Opportunities Trust

Supplement dated March 1, 2013 to the Summary Prospectus dated January 31, 2013,

the Statutory Prospectus dated January 31, 2013,

and the Statement of Additional Information dated January 31, 2013

IMPORTANT NOTICE TO INVESTORS

Effective March 29, 2013, the fund’s name will be changed to Virtus Multi-Sector Intermediate Bond Fund. While the fund’s principal investment strategies are not changing, the description of the strategies in the fund’s prospectuses will be revised to more clearly describe the fund’s continued focus on intermediate bonds.

Accordingly, the second paragraph under “Principal Investment Strategies” in the fund’s summary prospectus and summary section of the statutory prospectus is hereby revised to read: Under normal circumstances, the fund invests at least 80% of its assets in bonds, which are debt securities of various types of issuers. The fund seeks to achieve its objective by investing in a diversified portfolio of primarily intermediate-term bonds having a dollar-weighted average maturity of between three and 10 years and that are in one of the following market sectors:

Ÿ Securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies, authorities or instrumentalities, including collateralized mortgage obligations, real estate mortgage investment conduits and other pass-through securities;

Ÿ Debt securities issued by foreign issuers, including foreign governments and their political subdivisions and issuers located in emerging markets countries;

Ÿ Investment grade securities of U.S. and non-U.S issuers; and

Ÿ High yield debt instruments, including bank loans (which are generally floating rate), of U.S. and non-U.S. issuers.

The fund may invest in all or some of these sectors.

Additionally, the first and second paragraphs under “Principal Investment Strategies” on page 151 of the statutory prospectus is hereby revised to read:

Under normal circumstances, the fund invests at least 80% of its assets in bonds. “Bonds” are debt securities of various types of issuers. The fund seeks to achieve its objective by investing in a diversified portfolio of primarily intermediate-term bonds having a dollar-weighted average maturity of between three and 10 years and that are in one of the following market sectors:

Ÿ Securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies, authorities or instrumentalities, including CMOs, REMICs and other pass-through securities;

Ÿ Debt securities issued by foreign issuers, including foreign governments and their political subdivisions and issuers located in emerging markets countries;

Ÿ Investment grade securities, which are securities with credit ratings within the four highest rating categories of a nationally recognized statistical rating organization, or if unrated, those that the subadviser determines, pursuant to procedures reviewed and approved by the Board of Trustees, are of comparable quality, including short-term securities, of U.S. and non-U.S. issuers;

Ÿ High yield debt instruments, including bank loans (which are generally floating rate), of U.S. and non-U.S. issuers.

The fund may invest in all or some of these sectors. If, after the time of investment, the rating declines, the fund is not obligated to sell the security. The fund’s policy of investing 80% of its assets in bonds may be changed only upon 60 days’ written notice to shareholders.

All other disclosure concerning the fund, including fees, expenses and portfolio management remains unchanged.

Investors should retain this supplement with the Prospectuses and Statement of Additional Information for future reference.

VOT 8020/MSFIFNameChange (3/2013)

Virtus Bond Fund, Virtus CA Tax-Exempt Bond Fund,

Virtus High Yield Fund, Virtus Multi-Sector Intermediate Bond Fund

and Virtus Senior Floating Rate Fund,

each a series of Virtus Opportunities Trust

Supplement dated May 22, 2013

to the Prospectuses dated January 31, 2013

IMPORTANT NOTICE TO INVESTORS

The following corrects after-tax performance information for Class A Shares appearing under “Average Annual Total Returns” in each fund’s summary prospectus and the summary section of the statutory prospectus.

Virtus Bond Fund

	1 Year		5 Years		10 Years
Class A
Return Before Taxes		4.13%		5.84%		5.12%
Return After Taxes on Distributions		3.02%		4.37%		3.60%
Return After Taxes on Distributions and Sale of Fund Shares		2.66%		4.11%		3.47%
Class B
Return Before Taxes		3.39%		5.86%		4.72%
Class C
Return Before Taxes		7.36%		5.85%		4.73%
Class I
Return Before Taxes		8.49%		6.92%		5.79%
Barclays U.S. Aggregate Bond Index (reflects no deduction of fees, expenses or taxes)		4.22%		5.95%		5.18%

Virtus CA Tax-Exempt Bond Fund

	1 Year		5 Years		10 Years		Class I Since Inception (9/29/06)
Class A
Return Before Taxes		5.46%		4.87%		4.08%		—
Return After Taxes on Distributions		5.25%		4.82%		3.97%		—
Return After Taxes on Distributions and Sale of Fund Shares		5.14%		4.72%		3.98%		—
Class I
Return Before Taxes		8.72%		5.73%		—		5.12%
Barclays U.S. Aggregate Bond Index (reflects no deduction of fees, expenses or taxes)		4.22%		5.95%		5.18%		6.06%
Barclays California Municipal Bond Index (reflects no deduction of fees, expenses or taxes)		8.15%		6.11%		5.30%		5.52%

Virtus High Yield Fund

	1 Year		5 Years		10 Years		Class I Since Inception (8/8/12)
Class A
Return Before Taxes		11.84%		5.32%		6.44%		—
Return After Taxes on Distributions		9.27%		2.57%		3.76%		—
Return After Taxes on Distributions and Sale of Fund Shares		7.58%		2.82%		3.88%		—
Class B
Return Before Taxes		11.09%		5.35%		6.05%		—
Class C
Return Before Taxes		15.22%		5.35%		6.06%		—
Class I
Return Before Taxes		—		—		—		5.89%
Barclays U.S. Aggregate Bond Index (reflects no deduction of fees, expenses or taxes)		4.22%		5.95%		5.18%		0.90%
Barclays U.S. High-Yield 2% Issuer Capped Bond Index (reflects no deduction of fees, expenses or taxes)		15.78%		10.45%		10.60%		5.24%

Virtus Multi-Sector Intermediate Bond Fund

	1 Year		5 Years		10 Years		Class I Since Inception (10/1/09)
Class A
Return Before Taxes		9.80%		7.24%		7.28%		—
Return After Taxes on Distributions		7.51%		4.72%		4.91%		—
Return After Taxes on Distributions and Sale of Fund Shares		6.51%		4.64%		4.81%		—
Class B
Return Before Taxes		8.99%		7.25%		6.90%		—
Class C
Return Before Taxes		13.33%		7.28%		6.91%		—
Class I
Return Before Taxes		14.46%		—		—		10.86%
Barclays U.S. Aggregate Bond Index (reflects no deduction of fees, expenses or taxes)		4.22%		5.95%		5.18%		5.64%

Virtus Senior Floating Rate Fund

	1 Year		Since Inception (1/31/08)
Class A
Return Before Taxes		5.72%		5.69%
Return After Taxes on Distributions		3.88%		3.41%
Return After Taxes on Distributions and Sale of Fund Shares		3.68%		3.49%
Class C
Return Before Taxes		8.00%		5.55%
Class I
Return Before Taxes		8.98%		6.54%
Barclays U.S. Aggregate Bond Index (reflects no deduction of fees, expenses or taxes)		4.22%		5.69%
S&P/LSTA Leveraged Loan Index (net) (reflects no deduction of fees, expenses or taxes)		9.66%		6.48%

Investors should retain this supplement with the Prospectuses for future reference.

VOT 8020/OtherFunds AfterTaxPerf (5/13)

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

Virtus Fund Services, LLC

100 Pearl Street

Hartford, CT 06103-4506

Custodians

JPMorgan Chase Bank NA

1 Chase Manhattan Plaza

New York, NY 10005-1401

The Bank of New York Mellon

One Wall Street

New York, NY 10005-2588

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.

P.O. Box 9874

Providence, RI 02940-8074

For more information about Virtus Mutual Funds, please call your financial representative, or contact us at 1-800-243-1574 or Virtus.com.

8022 05-13

SEMIANNUAL REPORT

Virtus Emerging Markets Debt Fund*

Virtus Emerging Markets Equity Income Fund

Virtus Global Commodities Stock Fund*

Virtus Global Dividend Fund*

Virtus Global Opportunities Fund*

Virtus Global Real Estate Securities Fund*

Virtus Greater Asia ex Japan Opportunities Fund*

Virtus Greater European Opportunities Fund*

Virtus International Equity Fund*

Virtus International Real Estate Securities Fund*

Virtus International Small-Cap Fund

March 31, 2013

TRUST NAME: VIRTUS OPPORTUNITIES TRUST

* Prospectus supplements applicable to these Funds appear at the back of this Semiannual report.

Not FDIC Insured

No Bank Guarantee

May Lose Value

Table of Contents

Message to Shareholders		1
Disclosure of Fund Expenses		2
Key Investment Terms		4
Portfolio Holdings Summary Weightings		5
Fund	Schedule of Investments
Virtus Emerging Markets Debt Fund (“Emerging Markets Debt Fund”)		7
Virtus Emerging Markets Equity Income Fund (“Emerging Markets Equity Income Fund”)		10
Virtus Global Commodities Stock Fund (“Global Commodities Stock Fund”)		12
Virtus Global Dividend Fund (“Global Dividend Fund”)		13
Virtus Global Opportunities Fund (“Global Opportunities Fund”)		15
Virtus Global Real Estate Securities Fund (“Global Real Estate Securities Fund”)		17
Virtus Greater Asia ex Japan Opportunities Fund (“Greater Asia ex Japan Opportunities Fund”)		19
Virtus Greater European Opportunities Fund (“Greater European Opportunities Fund”)		21
Virtus International Equity Fund (“International Equity Fund”)		22
Virtus International Real Estate Securities Fund (“International Real Estate Securities Fund”)		24
Virtus International Small-Cap Fund (“International Small-Cap Fund”)		26
Statements of Assets and Liabilities		28
Statements of Operations		31
Statements of Changes in Net Assets		34
Financial Highlights		40
Notes to Financial Statements		46
Consideration of Advisory and Subadvisory Agreements by the Board of Trustees		57

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 Board of 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:

Investors were subject to the vagaries of the financial markets over the past six months. After getting off to a somewhat rocky start in the fourth quarter of 2012, the markets spent the remainder of the period in recovery, ending in positive territory. For the six-month-period ended March 31, 2013, broad equity markets surpassed fixed income markets by a large margin. The S&P 500® Index, a benchmark for U.S. equities, was up 10.2%, while international equities rose 9.6%, as measured by the MSCI All Country World Index (net). During that same period, the Barclays U.S. Aggregate Bond Index, which tracks the U.S. fixed income market, returned 0.1%. A

consistent “flight to quality” among global investors kept demand high for the 10-year U.S. Treasury, keeping its yield under 2%. The changing direction in investor sentiment is encouraging. While the economic situation in Europe and China remains tenuous, the U.S. economy appears to be on the mend, supported by signs of growth in hiring, consumer spending, and housing. In the months ahead, the onus is on the U.S. government to get the country on strong fiscal footing and on corporations to produce robust earnings, which will play a pivotal role in determining future market direction. Market uncertainty is a timely reminder of the importance of portfolio diversification. While diversification cannot guarantee a profit or prevent loss, owning a variety of asset classes may cushion your portfolio against inevitable market fluctuations. Your financial advisor can help you ensure that your portfolio is adequately diversified. Thank you for entrusting Virtus with your assets. We appreciate your business and remain committed to your long-term financial success. Sincerely, George R. Aylward President, Virtus Mutual Funds April 2013

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 the performance shown above.

1

VIRTUS OPPORTUNITIES TRUST

Disclosure of Fund Expenses (Unaudited)

For the six-month period of October 1, 2012 to March 31, 2013

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

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 Account Value October 1, 2012		Ending Account Value March 31, 2013		Annualized Expense Ratio			Expenses Paid During Period*
Emerging Markets Debt Fund
Actual
Class A	$	1,000.00	$	1,044.20		1.35	%	$	6.88
Class C		1,000.00		1,039.30		2.10			10.68
Class I		1,000.00		1,044.50		1.10			5.61
Hypothetical (5% return before expenses)
Class A		1,000.00		1,018.12		1.35			6.82
Class C		1,000.00		1,014.33		2.10			10.60
Class I		1,000.00		1,019.38		1.10			5.55
Emerging Markets Equity Income Fund
Actual
Class A	$	1,000.00	$	1,049.60		1.75	%	$	8.94
Class C		1,000.00		1,046.80		2.50			12.76
Class I		1,000.00		1,051.30		1.50			7.67
Hypothetical (5% return before expenses)
Class A		1,000.00		1,016.10		1.75			8.83
Class C		1,000.00		1,012.31		2.50			12.62
Class I		1,000.00		1,017.36		1.50			7.57
Global Commodities Stock Fund
Actual
Class A	$	1,000.00		$968.10		1.65	%	$	8.10
Class C		1,000.00		964.00		2.40			11.75
Class I		1,000.00		968.70		1.40			6.87
Hypothetical (5% return before expenses)
Class A		1,000.00		1,016.60		1.65			8.33
Class C		1,000.00		1,012.81		2.40			12.12
Class I		1,000.00		1,017.86		1.40			7.07
Global Dividend Fund
Actual
Class A	$	1,000.00	$	1,079.20		1.29	%	$	6.69
Class C		1,000.00		1,075.00		2.05			10.61
Class I		1,000.00		1,079.70		1.04			5.39
Hypothetical (5% return before expenses)
Class A		1,000.00		1,018.42		1.29			6.51
Class C		1,000.00		1,014.58		2.05			10.35
Class I		1,000.00		1,019.68		1.04			5.25
Global Opportunities Fund
Actual
Class A	$	1,000.00	$	1,100.30		1.55	%	$	8.12
Class B		1,000.00		1,096.40		2.30			12.02
Class C		1,000.00		1,096.90		2.30			12.02
Class I		1,000.00		1,101.30		1.30			6.81
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.10		1.55			7.83
Class B		1,000.00		1,013.32		2.30			11.61
Class C		1,000.00		1,013.32		2.30			11.61
Class I		1,000.00		1,018.37		1.30			6.56
Global Real Estate Securities Fund
Actual
Class A	$	1,000.00	$	1,086.40		1.40	%	$	7.28
Class C		1,000.00		1,082.50		2.15			11.16
Class I		1,000.00		1,088.00		1.15			5.99
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.86		1.40			7.07
Class C		1,000.00		1,014.08		2.15			10.85
Class I		1,000.00		1,019.12		1.15			5.81

2

VIRTUS OPPORTUNITIES TRUST

Disclosure of Fund Expenses (Unaudited) (Continued)

For the six-month period of October 1, 2012 to March 31, 2013

Expense Table
	Beginning Account Value October 1, 2012		Ending Account Value March 31, 2013		Annualized Expense Ratio			Expenses Paid During Period*
Greater Asia ex Japan Opportunities Fund
Actual
Class A	$	1,000.00	$	1,069.10		1.80	%	$	9.29
Class C		1,000.00		1,065.40		2.55			13.13
Class I		1,000.00		1,071.20		1.55			8.00
Hypothetical (5% return before expenses)
Class A		1,000.00		1,015.84		1.80			9.09
Class C		1,000.00		1,012.06		2.55			12.87
Class I		1,000.00		1,017.11		1.55			7.83
Greater European Opportunities Fund
Actual
Class A	$	1,000.00	$	1,127.00		1.45	%	$	7.69
Class C		1,000.00		1,124.00		2.20			11.65
Class I		1,000.00		1,128.30		1.20			6.37
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.61		1.45			7.32
Class C		1,000.00		1,013.82		2.20			11.11
Class I		1,000.00		1,018.87		1.20			6.06
International Equity Fund
Actual
Class A	$	1,000.00	$	1,088.70		1.50	%	$	7.81
Class C		1,000.00		1,084.90		2.25			11.70
Class I		1,000.00		1,090.80		1.25			6.52
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.36		1.50			7.57
Class C		1,000.00		1,013.57		2.25			11.36
Class I		1,000.00		1,018.62		1.25			6.31
International Real Estate Securities Fund
Actual
Class A	$	1,000.00	$	1,098.80		1.50	%	$	7.85
Class C		1,000.00		1,095.40		2.25			11.75
Class I		1,000.00		1,101.60		1.25			6.55
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.36		1.50			7.57
Class C		1,000.00		1,013.57		2.25			11.36
Class I		1,000.00		1,018.62		1.25			6.31
International Small-Cap Fund
Actual
Class A	$	1,000.00	$	1,174.90		1.60	%	$	8.68
Class C		1,000.00		1,170.40		2.35			12.72
Class I		1,000.00		1,175.60		1.35			7.32
Hypothetical (5% return before expenses)
Class A		1,000.00		1,016.85		1.60			8.08
Class C		1,000.00		1,013.07		2.35			11.86
Class I		1,000.00		1,018.12		1.35			6.82

* Expenses are equal to the relevant Funds’ annualized expense ratio, which is net of waived fees, reimbursed expenses, if applicable, multiplied by the average account value over the period, multiplied by the number of days (182) expenses were accrued in the most recent fiscal half-year, then divided by 365 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.

3

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 U.S. Aggregate Bond Index

The Barclays 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.

iShares^®

Represents shares of an open-end exchange-traded fund.

MSCI All Country World Index (Net)

The MSCI AC World Index (Net) is a free float-adjusted market capitalization-weighted index that measures equity performance of developed and emerging markets. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged and not available for direct investment.

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.

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.

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 New York Stock Exchange (“NYSE”).

When-issued and forward comitments (delayed delivery)

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.

4

VIRTUS OPPORTUNITIES TRUST

Portfolio Holdings Summary Weightings

March 31, 2013 (Unaudited)

For each Fund, the following tables present portfolio holdings within certain sectors or countries and as a percentage of total investments attributable to each sector.

Virtus Emerging Markets Debt Fund
Corporate Bonds and Notes			72	%
Financials	35	%
Energy	12	%
Materials	8	%
Total of all other corporate bond sectors	17	%
Foreign Government Securities			28	%
			100	%

Virtus Emerging Markets Equity Income Fund
Financials	26	%
Information Technology	13
Energy	11
Materials	11
Consumer Staples	8
Consumer Discretionary	7
Industrials	7
Other (includes short-term investments)	17
Total	100	%

Virtus Global Commodities Stock Fund
Materials	37	%
Energy	30
Industrials	12
Consumer Staples	11
Financials	5
Other (includes short-term investments)	5
Total	100	%

Virtus Global Dividend Fund
Utilities	31	%
Energy	25
Telecommunication Services	23
Industrials	14
Consumer Discretionary	3
Financials	2
Other (includes short-term investments)	2
Total	100	%

Virtus Global Opportunities Fund
Consumer Staples	32	%
Financials	25
Information Technology	12
Consumer Discretionary	11
Health Care	6
Industrials	5
Materials	4
Other (includes short-term investments)	5
Total	100	%

Virtus Global Real Estate Securities Fund
Retail REITs	28	%
Specialized REITs	16
Diversified REITs	15
Office REITs	13
Residential REITs	11
Real Estate Operating Companies	10
Industrial REITs	5
Other (includes short-term investments)	2
Total	100	%

Virtus Greater Asia ex Japan Opportunities Fund
Consumer Staples	33	%
Financials	27
Consumer Discretionary	16
Utilities	6
Health Care	5
Materials	5
Industrials	4
Other (includes short-term investments)	4
Total	100	%

Virtus Greater European Opportunities Fund
Consumer Staples	34	%
Financials	16
Industrials	15
Consumer Discretionary	13
Information Technology	6
Health Care	5
Materials	5
Other (includes short-term investments)	6
Total	100	%

5

VIRTUS OPPORTUNITIES TRUST

Portfolio Holdings Summary Weightings (Continued)

March 31, 2013 (Unaudited)

Virtus International Equity Fund
Industrials	17	%
Consumer Staples	12
Health Care	11
Energy	10
Information Technology	10
Materials	10
Telecommunication Services	9
Other (includes short-term investments)	21
Total	100	%

Virtus International Real Estate Securities Fund
Retail REITs	29	%
Diversified REITs	26
Real Estate Operating Companies	24
Office REITs	13
Industrial REITs	6
Other (includes short-term investments)	2
Total	100	%

Virtus International Small-Cap Fund
Industrials	22	%
Financials	15
Materials	12
Consumer Discretionary	10
Information Technology	10
Consumer Staples	6
Health Care	6
Other (includes short-term investments)	19
Total	100	%

6

VIRTUS EMERGING MARKETS DEBT FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE			VALUE
FOREIGN GOVERNMENT SECURITIES—27.7%
Argentine Republic 7.000%, 10/3/15	$	45		$	38
PIK Interest Capitalization 8.280%, 12/31/33		212			116
Bolivarian Republic of Venezuela RegS 5.750%, 2/26/16(4)		230			218
RegS 7.000%, 12/1/18(4)		70			66
RegS 12.750%, 8/23/22(4)		30			35
7.650%, 4/21/25		775			682
9.375%, 1/13/34		325			314
Federative Republic of Brazil 10.250%, 1/10/28		250	BRL		148
Hellenic Republic 2.000%, 2/24/27(2)		75	EUR		39
Kingdom of Morocco 144A 4.250%, 12/11/22(3)		200			204
Mongolia 144A 5.125%, 12/5/22(3)		200			187
Republic of Angola (Northern Lights III BV) RegS 7.000%, 8/16/19(4)(5)		250			277
Republic of Belarus 8.950%, 1/26/18		100			107
Republic of Croatia 144A 6.375%, 3/24/21(3)		300			323
Republic of Ecuador 144A 9.375%, 12/15/15(3)		100			105
Republic of El Salvador 144A 7.650%, 6/15/35(3)		70			81
Republic of Guatemala 144A 4.875%, 2/13/28(3)		200			196
Republic of Hungary 6.375%, 3/29/21		110			114
5.375%, 2/21/23		76			72
Republic of Indonesia Series FR-30, 10.750%, 5/15/16		910,000	IDR		110
5.625%, 5/15/23		624,000	IDR		64
Republic of Ivory Coast 144A 5.750%, 12/31/32(3)		100			94
Republic of Peru 144A 6.900%, 8/12/37(3)		400	PEN		195
Republic of Philippines 4.950%, 1/15/21		5,000	PHP		140
Republic of Poland 5.750%, 10/25/21		300	PLZ		105
Republic of Portugal 4.950%, 10/25/23		45	EUR		52
Republic of Romania 144A 6.750%, 2/7/22(3)		150			175
Republic of Serbia 144A 6.750%, 11/1/24(2)(3)		160			161
Republic of Slovenia 144A 5.500%, 10/26/22(3)		200			191

	PAR VALUE			VALUE
Republic of South Africa Series R208, 6.750%, 3/31/21	$	1,470	ZAR	$	162
Republic of Turkey Series 5YR 9.000%, 3/8/17		540	TRY		325
5.125%, 3/25/22		200			220
6.750%, 5/30/40		225			278
6.000%, 1/14/41		200			225
Republic of Ukraine 144A 7.950%, 6/4/14(3)		200			205
144A 7.750%, 9/23/20(3)		325			339
Republic of Uruguay 4.375%, 12/15/28		2,453	UYU(8)		162
Russian Federation 144A 5.625%, 4/4/42(3)		250			281
144A 7.850%, 3/10/18(3)		5,000	RUB		172
Series 6207 8.150%, 2/3/27		3,610	RUB		125
United Mexican States Series M, 6.000%, 6/18/15		3,855	MXN		323
6.500%, 6/9/22		2,250	MXN		203
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified Cost $7,563)					7,629
CORPORATE BONDS AND NOTES—69.8%
Austria—0.8%
Sappi Papier Holding GmbH 144A 8.375%, 6/15/19(3)		200			223
Bermuda—1.9%
Aircastle Ltd. 6.250%, 12/1/19		100			110
Digicel Group Ltd. 144A 8.250%, 9/30/20(3)		200			213
GeoPark Latin America Ltd. (Agencia en Chile) 144A 7.500%, 2/11/20(3)		200			209
					532
Brazil—7.1%
Banco ABC Brasil SA 144A 7.875%, 4/8/20(3)		100			114
Banco do Brasil SA 144A 9.250%,(2)(3)(6)(7)		200			243
Banco Santander Brasil SA 144A 8.000%, 3/18/16(3)		300	BRL		150
Banco Votorantim SA 144A 7.375%, 1/21/20(3)		125			141
Embraer SA 5.150%, 6/15/22		100			109
ESAL GmbH 144A 6.250%, 2/5/23(3)		200			202
Gerdau Holdings, Inc. 144A 7.000%, 1/20/20(3)		125			142
Itau Unibanco Holding SA RegS 5.650%, 3/19/22(4)		250			262

	PAR VALUE		VALUE
Brazil—continued
OGX Austria GmbH 144A 8.375%, 4/1/22(3)	$	225	$	170
QGOG Constellation S.A. 144A 6.250%, 11/9/19(3)		200		212
Vale SA 5.625%, 9/11/42		200		198
				1,943
Canada—0.5%
Eldorado Gold Corp. 144A 6.125%, 12/15/20(3)		45		47
Pacific Rubiales Energy Corp. 144A 5.125%, 3/28/23(3)		100		101
				148
Cayman Islands—7.3%
Agile Property Holdings Ltd. 144A 8.875%, 4/28/17(3)		100		108
Country Garden Holdings Co., Ltd. 144A 7.500%, 1/10/23(3)		200		205
Hutchison Whampoa International Ltd. Series 12 144A 6.000%,(2)(3)(6)(7)		325		347
IPIC GMTN Ltd. 144A 6.875%, 11/1/41(3)		250		329
Kaisa Group Holdings Ltd. 144A 8.875%, 3/19/18(3)		200		204
MIE Holdings Corp. 144A 9.750%, 5/12/16(3)		200		217
Odebrecht Finance Ltd. 144A 6.000%, 4/5/23(3)		252		282
Petrobras International Finance Co. 6.750%, 1/27/41		100		113
Voto-Votorantim Ltd. 144A 6.750%, 4/5/21(3)		175		203
				2,008
Chile—3.0%
Automotores Gildemeister SA 144A 6.750%, 1/15/23(3)		150		158
Banco Santander Chile 144A 3.875%, 9/20/22(3)		200		202
Cencosud SA 144A 4.875%, 1/20/23(3)		200		203
CorpGroup Banking SA 144A 6.750%, 3/15/23(3)		250		262
				825
Colombia—0.9%
Bancolombia SA 5.125%, 9/11/22		250		251
Georgia—0.8%
Bank of Georgia JSC 144A 7.750%, 7/5/17(3)		200		212

See Notes to Financial Statements

7

VIRTUS EMERGING MARKETS DEBT FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE			VALUE
Greece—0.2%
Hellenic Railways Organization SA 5.460%, 1/30/14	$	45	EUR	$	52
India—1.3%
Bank of India 144A 3.625%, 9/21/18(3)		200			201
ICICI Bank Ltd. 144A 6.375%, 4/30/22(2)(3)		150			155
					356
Indonesia—3.6%
Gajah Tunggal TBK PT 144A 7.750%, 2/6/18(3)		200			208
Pertamina Persero PT 144A
5.250%, 5/23/21(3)		200			216
6.000%, 5/3/42(3)		275			281
Perusahaan Listrik Negara PT 144A 5.500%, 11/22/21(3)		250			273
					978
Ireland—4.1%
Alfa Bank OJSC (Alfa Bond Issuance plc) 144A 7.500%, 9/26/19(3)(5)		200			213
Ardagh Packaging Finance plc 144A 7.000%, 11/15/20(3)		200			206
EuroChem Mineral & Chemical Co. OJSC (EuroChem GI Ltd.) 144A 5.125%, 12/12/17(3)(5)		200			204
Novatek OAO (Novatek Finance Ltd.) 144A 4.422%, 12/13/22(3)(5)		200			198
Vimpel Communications OJSC (VIP Finance Ireland Ltd.) 144A 9.125%, 4/30/18(3)		250			298
					1,119
Israel—0.8%
Israel Electric Corp. Ltd. RegS 7.250%, 1/15/19(4)		200			230
Kazakhstan—3.5%
Development Bank of Kazakhstan JSC 144A 4.125%, 12/10/22(3)		200			194
Eurasian Development Bank 144A 4.767%, 9/20/22(3)		200			205
Kazakhstan Temir Zholy Finance BV 144A 6.950%, 7/10/42(3)		200			234
Kazkommerts Bank International BV 144A 7.875%, 4/7/14(3)		100			102
Zhaikmunai LP (Zhaikmanai International BV) 144A 7.125%, 11/13/19(3)		200			214
					949

	PAR VALUE			VALUE
Luxembourg—5.7%
ALROSA Finance SA 144A 7.750%, 11/3/20(3)	$	200		$	235
Altice Financing SA 144A 7.875%, 12/15/19(3)		200			219
Cosan Luxembourg SA 144A 5.000%, 3/14/23(3)		200			202
Gazprom Neft OAO (GPN Capital SA) 144A 4.375%, 9/19/22(3)(5)		200			197
Sberbank of Russia (Sberbank CapItal SA) 144A 5.125%, 10/29/22(3)(5)		200			200
Severstal OAO (Steel Capital SA) 144A 6.700%, 10/25/17(3)(5)		100			109
TMK OAO (TMK Capital SA) 144A 6.750%, 4/3/20(3)(5)		200			197
Wind Acquisition Finance S.A. 144A 7.250%, 2/15/18(3)		200			210
					1,569
Mexico—6.1%
Alpek SA de CV 144A 4.500%, 11/20/22(3)		200			208
America Movil SAB de CV Series 12 6.450%, 12/5/22		2,000	MXN		170
Axtel SAB de CV 144A 7.000%, 1/31/20(3)		60			53
Banco Bilbao Vizcaya Argentaria Bancomer SA 144A 6.750%, 9/30/22(3)		150			171
Cemex SAB de CV 144A 5.875%, 3/25/19(3)		200			203
Mexichem SAB de CV 144A 4.875%, 9/19/22(3)		200			212
Petroleos Mexicanos 6.500%, 6/2/41		225			265
144A 5.500%, 6/27/44(3)		200			206
Tenedora Nemak SA de CV 144A 5.500%, 2/28/23(3)		200			203
					1,691
Netherlands—0.7%
Bharti Airtel International Netherlands BV 144A
5.125%, 3/11/23(3)		200			202
Panama—0.7%
AES El Salvador Trust II 144A 6.750%, 3/28/23(3)		200			202
Peru—2.4%
Banco Bilbao Vizcaya Argentaria S.A. Banco Continental SA 144A 5.000%, 8/26/22(3)		125			131

	PAR VALUE			VALUE
Peru—continued
Banco de Credito del Peru 144A 5.375%, 9/16/20(3)	$	200		$	218
Banco Internacional del Peru SAA 144A 5.750%, 10/7/20(3)		100			109
Volcan Compania Minera SAA 144A 5.375%, 2/2/22(3)		200			212
					670
Russia—2.1%
AHML Finance Ltd. 144A 7.750%, 2/13/18(3)		5,000	RUR		161
Brunswick Rail Finance Ltd. 144A 6.500%, 11/1/17(3)		200			213
VTB Bank OJSC 144A 9.500%, 12/1/49(2)(3)(5)		200			214
					588
Sweden—0.8%
PKO Finance AB 144A 4.630%, 9/26/22(3)(5)		200			207
Thailand—0.8%
PTT Global Chemical plc 144A 4.250%, 9/19/22(3)		200			209
Trinidad and Tobago—0.3%
Petroleum Co. of Trinidad & Tobago Ltd. RegS 6.000%, 5/8/22(4)		79			86
Turkey—4.3%
Akbank TAS 144A 7.500%, 2/5/18		300	TRY		163
Arcelik AS 144A 5.000%, 4/3/23(3)		200			200
Turkiye Is Bankasi AS 144A 6.000%, 10/24/22(3)		200			209
Turkiye Garanti Bankasi AS 144A 5.250%, 9/13/22(3)		200			208
Turkiye Vakiflar Bankasi Tao 144A 5.750%, 4/24/17(3)		200			216
Yapi ve Kredi Bankasi AS 144A 4.000%, 1/22/20(3)		200			198
					1,194
Ukraine—1.0%
DP World Ltd. 144A 6.850%, 7/2/37(3)		250			284
United Arab Emirates—1.2%
Abu Dhabi National Energy Co. 144A 5.875%, 12/13/21(3)		275			323

See Notes to Financial Statements

8

VIRTUS EMERGING MARKETS DEBT FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE			VALUE
United Kingdom—0.8%
Lloyds TSB Bank plc 144A 6.500%, 9/14/20(3)	$	100		$	112
Vedanta Resources plc 144A 9.500%, 7/18/18(3)		100			118
					230
United States—2.9%
Chiquita Brands International, Inc. 144A 7.875%, 2/1/21(3)		65			68
First Data Corp. 11.250%, 3/31/16		40			40
144A 10.625%, 6/15/21(3)		40			41
Igloo Holdings Corp. PIK Interset Capitalization 144A 8.250%, 12/15/17(3)		30			31
Morgan Stanley 144A 10.090%, 5/3/17(3)		250	BRL		132
Pactiv LLC 8.125%, 6/15/17		100			106
Reliance Holdings USA, Inc. 144A 5.400%, 2/14/22(3)		250			279
Sealed Air Corp. 144A 6.500%, 12/1/20(3)		25			28
Tronox Finance LLC 144A 6.375%, 8/15/20(3)		70			68
					793
Venezuela—3.7%
Petroleos de Venezuela SA RegS 8.500%, 11/2/17(4)		1,055			1,029
Virgin Islands (British)—0.5%
Arcos Dorados Holdings, Inc. 144A 10.250%, 7/13/16(3)		275	BRL		142
TOTAL CORPORATE BONDS AND NOTES
(Identified Cost $18,817)					19,245

	PAR VALUE		VALUE
LOAN AGREEMENTS(2)—0.4%
Information Technology—0.4%
Alcatel-Lucent U.S.A., Inc. 7.250%, 1/30/19	$	100	$	101
TOTAL LOAN AGREEMENTS (Identified Cost $101)				101
TOTAL LONG TERM INVESTMENTS—97.9%
(Identified cost $26,481)				26,975
TOTAL INVESTMENTS—97.9%
(Identified Cost $26,481)				26,975	(1)
Other assets and liabilities, net—2.1%				586
NET ASSETS—100.0%			$	27,561

Abbreviations:

PIK Payment-in-Kind Security

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 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 March 31, 2013.

⁽³⁾  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At March 31, 2013, these securities amounted to a value of $18,970 or 68.8% 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.

⁽⁵⁾  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.

⁽⁶⁾  No contractual maturity date

⁽⁷⁾  Interest payments may be deferred.

⁽⁸⁾  Principal is adjusted according to local inflation index.

Foreign Currencies:

BRL Brazilian Real

EUR European Currency Unit

IDR Indonesian Rupiah

MXN Mexican Peso

PEN Peruvian Nuevo Sol

PLZ Polish Zloty

PHP Philippines Peso

RUB Russian Rubble

TRY Turkish Lira

UYU Uruguayan Peso

ZAR South African Rand

Country Weightings†
Venezuela	9	%
Brazil	8
Cayman Islands	8
Mexico	8
Turkey	8
Luxembourg	6
Russia	4
Other	49
Total	100	%
† % of total investments as of March 31, 2013

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 2 Significant Observable Inputs
Debt Securities:
Corporate Bonds And Notes	$	19,245	$	19,245
Foreign Government Securities		7,629		7,629
Loan Agreements		101		101
Total Investments	$	26,975	$	26,975

There are no Level 1 (quoted prices) or Level 3 (significant unobservable inputs) priced securities.

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

See Notes to Financial Statements

9

VIRTUS EMERGING MARKETS EQUITY INCOME FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
PREFERRED STOCK—4.0%
Consumer Staples—2.3%
Companhia Brasileira de Distribuicao Grupo Paode Acucar 2.420%		700	$	37
Companhia de Bebidas das Americas 2.290%		2,600		109
				146
Financials—0.4%
Banco do Estado do Rio Grande do Sul S.A. 0.920%		2,800		24
Utilities—1.3%
Companhia Energetica de Minas Gerais 6.150%		3,200		38
Companhia Paranaense de Energia 1.490%		3,000		46
				84
TOTAL PREFERRED STOCK (Identified Cost $233)				254
COMMON STOCKS—88.3%
Consumer Discretionary—6.7%
Anta Sports Products Ltd. (China)		51,000		44
Arcelik AS (Turkey)		3,116		22
Astra International Tbk PT (Indonesia)		69,500		57
China Motor Corp. (Taiwan)		33,000		31
Dongfeng Motor Group Co., Ltd. Class H (China)		6,000		9
Giant Manufacturing Co., Ltd. (Taiwan)		2,000		11
Kangwon Land, Inc. (South Korea)		1,890		52
Lojas Renner S.A. (Brazil)		1,200		45
MRV Engenharia e Participacoes S.A. (Brazil)		4,400		18
Naspers Ltd. (South Africa)		487		30
Parkson Holdings Bhd (Malaysia)		9,300		14
Truworths International Ltd. (South Africa)		2,032		20
UMW Holdings Bhd (Malaysia)		16,700		72
				425
Consumer Staples—6.1%
Grupo Modelo S.A.B. de C.V. Class C (Mexico)		6,200		56
Indofood Sukses Makmur Tbk PT (Indonesia)		24,500		19
Kimberly-Clark de Mexico S.A.B. de C.V. Class A (Mexico)		8,600		30
KT&G Corp. (South Korea)		1,762		119
President Chain Store Corp. (Taiwan)		8,000		44
Spar Group Ltd. (The) (South Africa)		4,377		54
Standard Foods Corp. (Taiwan)		7,000		21
Tiger Brands Ltd. (South Africa)		185		6
Wal-Mart de Mexico S.A.B. de C.V. (Mexico)		11,600		38
				387

	SHARES		VALUE
Energy—11.3%
Banpu Pcl Class V (Thailand)		1,300	$	17
China Petroleum & Chemical Corp. Class H (China)		70,000		82
CNOOC Ltd. (China)		35,000		67
Ecopetrol S.A. (Colombia)		51,324		142
Gazprom OAO (Gazstream S.A.) Sponsored ADR (Russia)		12,187		104
Lukoil OAO Sponsored ADR (Russia)		500		32
PetroChina Co., Ltd. Class H (China)		76,000		100
PTT PCL (Thailand)		2,300		26
Sasol Ltd. (South Africa)		2,015		89
Tambang Batubara Bukit Asam Persero Tbk PT (Indonesia)		5,500		8
Tupras-Turkiye Petro Rafinerileri AS (Turkey)		1,106		34
Ultrapar Participacoes S.A. (Brazil)		400		10
Yanzhou Coal Mining Co., Ltd. Class H (China)		6,000		8
				719
Financials—25.4%
ABSA Group Ltd. (South Africa)		2,424		41
African Bank Investments Ltd. (South Africa)		10,058		33
Alliance Financial Group Bhd (Malaysia)		28,400		40
AMMB Holdings Bhd (Malaysia)		24,100		51
Banco de Chile (Chile)		72,163		11
Banco do Brasil SA (Brazil)		600		8
Banco Santander Chile SA (Chile)		2,322,880		165
Bank of China Ltd. (China)		297,000		138
Bank of the Philippine Islands (Philippines)		15,730		42
BR Properties SA (Brazil)		1,500		17
China Construction Bank Corp. (China)		203,000		166
China Minsheng Banking Corp. Ltd. (China)		25,000		32
CIMB Group Holdings Bhd (Malaysia)		3,800		9
Compartamos SAB de C.V. (Mexico)		19,000		35
Dongbu Insurance Co., Ltd. (South Korea)		1,510		65
Farglory Land Development Co., Ltd. (Taiwan)		33,000		61
Grupo Financiero Inbursa Sab de CV (Mexico)		19,600		57
Guangzhou R&F Properties Co., Ltd. (China)		20,800		35
Highwealth Construction Corp. (Taiwan)		9,400		20
Hyundai Marine & Fire Insurance Co., Ltd. (South Korea)		2,720		78
Industrial & Commercial Bank of China Ltd. (China)		218,000		153
Industrial Bank of Korea (South Korea)		1,970		23
Nedbank Group Ltd. (South Africa)		401		8
Porto Seguro S.A. (Brazil)		1,300		18

	SHARES		VALUE
Financials—continued
Powszechna Kasa Oszczednosci Bank Polski S.A. (Poland)		5,584	$	59
Powszechny Zaklad Ubezpieczen S.A. (Poland)		377		47
Redefine Properties Ltd. (South Africa)(2)		27,578		30
RMB Holdings Ltd. (South Africa)		2,085		9
Samsung Fire & Marine Insurance Co., Ltd. (South Korea)		151		30
Siam Commercial Bank PCL (Thailand)		10,700		65
Soho China Ltd. (Cayman Islands)		22,500		19
Standard Bank Group Ltd. (South Africa)		3,382		44
				1,609
Industrials—6.9%
Aboitiz Equity Ventures, Inc. (Philippines)		52,600		71
Alfa Sab de CV (Mexico)		9,300		23
Arteris SA (Brazil)		2,900		33
CCR SA (Brazil)		1,700		17
Grupo Carso Sab de CV (Mexico)		4,600		26
Jiangsu Expressway Co., Ltd. (China)		52,000		52
Reunert Ltd. (South Africa)		4,466		37
S1 Corp. (South Korea)		539		30
Samsung Engineering Co., Ltd. (South Korea)		72		8
Samsung Heavy Industries Co., Ltd. (South Korea)		1,450		46
Teco Electric and Machinery Co., Ltd. (Taiwan)		45,000		36
United Tractors Tbk PT (Indonesia)		11,500		22
Zhejiang Expressway Co., Ltd. (China)		48,000		38
				439
Information Technology—13.1%
Asseco Poland S.A. (Poland)		795		10
Catcher Technology Co., Ltd. (Taiwan)		17,000		77
Cielo S.A. (Brazil)		1,000		29
Compal Electronics, Inc. (Taiwan)		63,000		45
Kinsus Interconnect Technology Corp. (Taiwan)		7,000		22
Lite-On Technology Corp. (Taiwan)		24,000		39
MediaTek, Inc. (Taiwan)		2,000		23
MStar Semiconductor, Inc. (Taiwan)		6,000		49
Quanta Computer, Inc. (Taiwan)		32,000		71
Radiant Opto-Electronics Corp. (Taiwan)		20,000		79
Richtek Technology Corp. (Taiwan)		6,000		35
Taiwan Semiconductor Manufacturing Co., Ltd. (Taiwan)		64,000		214
Tencent Holdings Ltd. (China)		1,300		41
Transcend Information, Inc. (Taiwan)		27,000		88
Tripod Technology Corp. (Taiwan)		4,000		9
				831

See Notes to Financial Statements

10

VIRTUS EMERGING MARKETS EQUITY INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
Materials—10.6%
China Bluechemical Ltd. Class H (China)		58,000	$	36
China Shanshui Cement Group Ltd. (Cayman Islands)		101,000		58
Companhia Siderurgica Nacional S.A. (Brazil)		8,600		39
Grupo Mexico S.A.B. de C.V. Series B (Mexico)		33,700		136
Industrias Penoles S.A.B de C.V. (Mexico)		1,990		94
Jiangxi Copper Co., Ltd. (China)		32,000		71
Kumba Iron Ore Ltd. (South Africa)		1,788		96
Shougang Fushan Resources Group Ltd. (Hong Kong)		170,000		76
TSRC Corp. (Taiwan)		25,000		49
Uralkali OJSC Sponsored GDR (Russia)		400		15
				670
Telecommunication Services—6.6%
China Mobile Ltd. (Hong Kong)		11,000		117
KT Corp. (South Korea)		1,190		37
MTN Group Ltd. (South Africa)		3,966		70
SK Telecom Co., Ltd. (South Korea)		547		89
Telekomunikasi Indonesia Tbk PT (Indonesia)		23,000		26
Tim Participacoes S.A. (Brazil)		4,600		20
Turk Telekomunikasyon AS (Turkey)		12,902		57
				416

	SHARES		VALUE
Utilities—1.6%
CEZ AS (Czech Republic)		1,127	$	33
Guangdong Investments Ltd. (China)		28,000		25
Perusahaan Gas Negara Persero Tbk PT (Indonesia)		45,500		28
Petronas Gas BHD (Malaysia)		3,000		18
				104
TOTAL COMMON STOCKS (Identified Cost $5,296)				5,600
EXCHANGE-TRADED FUNDS—3.6%
iPath MSCI India Index ETN(2)		4,000		229
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $210)				229
TOTAL LONG TERM INVESTMENTS—95.9%
(Identified Cost $5,739)				6,083
SHORT-TERM INVESTMENTS—3.2%
Money Market Mutual Funds—3.2%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		206,331		206
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $206)				206
TOTAL INVESTMENTS—99.1%
(Identified Cost $5,945)				6,289	(1)
Other assets and liabilities, net—0.9%				59
NET ASSETS—100.0%			$	6,348

Abbreviations:

ADR American Depositary Receipt

ETN Exchange Traded Note

GDR Global Depositary Receipt

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾  Non-income producing.

Country Weightings†
China	18	%
Taiwan	16
South Africa	9
South Korea	9
Brazil	8
Mexico	8
United States	7
Other	25
Total	100	%
† % of total investments as of March 31, 2013

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices		Level 2 Significant Observable Inputs
Equity Securities:
Common Stocks	$	5,600	$	2,410	$	3,190
Exchange-Traded Funds		229		229		—
Preferred Stock		254		254		—
Short-Term Investments		206		206		—
Total Investments	$	6,289	$	3,099	$	3,190

There are no Level 3 (significant unobservable inputs) priced securities.

Securities held by the Fund with an end of period value of $2,102 were transferred from Level 1 to Level 2 based on our valuation procedures for non-U.S. securities.

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

See Notes to Financial Statements

11

VIRTUS GLOBAL COMMODITIES STOCK FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
COMMON STOCKS—92.3%
Consumer Staples—10.9%
Andersons, Inc. (The) (United States)		9,008	$	482
BRF – Brasil Foods SA ADR (Brazil)		29,832		660
KWS Saat AG (Germany)		840		300
Nutreco N.V. (Netherlands)		3,251		298
S&W Seed Co. (United States)(2)		57,670		606
Tyson Foods, Inc. Class A (United States)		33,655		835
				3,181
Energy—30.5%
Athabasca Oil Corp. (Canada)(2)		50,623		453
Cameron International Corp. (United States)(2)		11,493		749
Cenovus Energy, Inc. (Canada)		22,545		699
Ceres, Inc. (United States)(2)		36,527		127
Continental Resources, Inc. (United States)(2)		12,870		1,119
Core Laboratories N.V. (Netherlands)		5,226		721
Ensco plc Class A (United Kingdom)		11,648		699
FX Energy, Inc. (United States)(2)		73,853		248
GeoSpace Technologies Corp. (United States)(2)		9,578		1,034
National Oilwell Varco, Inc. (United States)		4,179		296
Seadrill Ltd. (Bermuda)		23,100		859
Valero Energy Corp. (United States)		41,987		1,910
				8,914
Industrials—12.8%
AGCO Corp. (United States)		5,562		290
Cervus Equipment Corp. (Canada)		5,413		109
Komatsu Ltd. (Japan)		14,000		335
Kubota Corp. ADR (Japan)		21,487		1,551
Lindsay Corp. (United States)		13,178		1,162
Rocky Mountain Dealerships, Inc. (Canada)		24,296		305
				3,752

	SHARES		VALUE
Materials—38.1%
Agrium, Inc. (Canada)		3,640	$	355
BHP Billiton Ltd. Sponsored ADR (Australia)		12,695		869
CF Industries Holdings, Inc. (United States)		2,462		469
Detour Gold Corp. (Canada)(2)		12,706		244
Franco-Nevada Corp. (Canada)		22,989		1,049
Goldcorp, Inc. (Canada)		7,689		258
Grupo Mexico S.A.B. de C.V. Series B (Mexico)		164,598		665
Imperial Metals Corp. (Canada)(2)		15,261		225
JFE Holdings, Inc. (Japan)		14,600		283
Major Drilling Group International (Canada)		32,539		290
MBAC Fertilizer Corp. (Canada)		187,803		414
Monsanto Co. (United States)		13,687		1,446
New Gold, Inc. (Canada)(2)		28,267		257
Nippon Steel & Sumitomo Metal Corp. (Japan)		146,000		372
Potash Corp. of Saskatchewan, Inc. (Canada)		7,378		290
Rio Tinto plc ADR (United Kingdom)		7,984		376
Royal Gold, Inc. (United States)		11,825		840
Sociedad Quimica y Minera de Chile SA Sponsored ADR (Chile)		5,238		290
Syngenta AG ADR (Switzerland)		10,096		845
Teck Cominco Ltd. Class B (Canada)		20,652		581
Vale SA ADR (Brazil)		40,355		698
				11,116
TOTAL COMMON STOCKS (Identified Cost $24,592)				26,963
EXCHANGE-TRADED FUNDS—5.4%
PowerShares DB Gold Fund (United States)(2)		28,973		1,578
TOTAL EXCHANGE-TRADED FUNDS
(Identified Cost $1,583)				1,578
TOTAL LONG TERM INVESTMENTS—97.8%
(Identified Cost $26,175)				28,541

	SHARES		VALUE
SHORT-TERM INVESTMENTS—4.9%
Money Market Mutual Funds—4.9%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		1,438,809	$	1,439
TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $1,439)				1,439
TOTAL INVESTMENTS—102.6%
(Identified Cost $27,614)				29,980	(1)
Other assets and liabilities, net—(2.6)%				(776	)
NET ASSETS—100.0%			$	29,204

Abbreviations:

ADR American Depositary Receipt

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾  Non-income producing.

Country Weightings†
United States	49	%
Canada	18
Japan	8
Brazil	5
United Kingdom	4
Australia	3
Netherlands	3
Other	10
Total	100	%
† % of total investments as of March 31, 2013

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices		Level 2 Significant Observable Inputs
Equity Securities:
Common Stocks	$	26,963	$	25,973	$	990
Exchange-Traded Funds		1,578		1,578		—
Short-Term Investments		1,439		1,439		—
Total Investments	$	29,980	$	28,990	$	990

There are no Level 3 (significant unobservable inputs) priced securities.

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

See Notes to Financial Statements

12

VIRTUS GLOBAL DIVIDEND FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
COMMON STOCKS—97.1%
Consumer Discretionary—2.7%
Eutelsat Communications SA (France)		47,050	$	1,659
SES SA (Luxembourg)		56,460		1,769
				3,428
Energy—24.5%
Enbridge, Inc. (Canada)		188,140		8,756
Kinder Morgan, Inc. (United States)		131,360		5,081
Spectra Energy Corp. (United States)		142,850		4,393
TransCanada Corp. (Canada)		124,900		5,981
Williams Cos., Inc. (The) (United States)		189,130		7,085
				31,296
Financials—2.2%
American Tower Corp. (United States)		35,920		2,763
Industrials—14.0%
Abertis Infraestructuras S.A. (Spain)		116,400		1,956
Atlantia SpA (Italy)		131,811		2,082
Auckland International Airport Ltd. (New Zealand)		575,310		1,418
Ferrovial SA (Spain)		97,020		1,540
Flughafen Zuerich AG (Switzerland)		3,353		1,560
Fraport AG Frankfurt Airport Services Worldwide (Germany)		28,360		1,589
Koninklijke Vopak N.V. (Netherlands)		48,800		2,942
Transurban Group (Australia)		564,890		3,752
Vinci SA (France)		23,550		1,061
				17,900
Telecommunication Services—22.7%
AT&T, Inc. (United States)		164,920		6,051
BCE, Inc. (Canada)		25,950		1,212
BT Group plc (United Kingdom)		357,200		1,509
Crown Castle International Corp. (United States)(2)		50,020		3,483
Nippon Telegraph & Telephone Corp. ADR (Japan)		43,180		939
Singapore Telecommunications Ltd. (Singapore)		738,400		2,137
TDC A/S (Denmark)		200,030		1,537
TELUS Corp. (Canada)		34,530		2,385
Verizon Communications, Inc. (United States)		62,610		3,077
Vodafone Group plc Sponsored ADR (United Kingdom)		196,750		5,590
Windstream Corp. (United States)		127,930		1,017
				28,937

	SHARES		VALUE
Utilities—31.0%
Allette, Inc. (United States)		18,810	$	922
APA Group (Australia)		219,490		1,362
CenterPoint Energy, Inc. (United States)		68,000		1,629
Centrica plc (United Kingdom)		189,500		1,059
CMS Energy Corp. (United States)		63,420		1,772
Consolidated Edison, Inc. (United States)		22,300		1,361
Dominion Resources, Inc. (United States)		35,380		2,058
DTE Energy Co. (United States)		18,480		1,263
E.ON AG (Germany)		32,200		562
FirstEnergy Corp. (United States)		46,220		1,951
National Grid plc (United Kingdom)		175,450		2,039
NextEra Energy, Inc. (United States)		34,000		2,641
NiSource, Inc. (United States)		58,630		1,720
Northeast Utilities (United States)		28,530		1,240
Northwest Natural Gas Co. (United States)		20,750		909
NV Energy, Inc. (United States)		71,430		1,431
ONEOK, Inc. (United States)		36,630		1,746
Pinnacle West Capital Corp. (United States)		26,560		1,538
Questar Corp. (United States)		47,300		1,151
Sempra Energy (United States)		33,000		2,638
SevernTrent plc (United Kingdom)		52,635		1,369
SP AusNet (Australia)		1,054,100		1,312
Terna Rete Elettrica Nazionale SpA (Italy)		271,480		1,124
United Utilities Group plc (United Kingdom)		106,340		1,145
Wisconsin Energy Corp. (United States)		50,630		2,172
XCEL Energy, Inc. (United States)		48,460		1,438
				39,552
TOTAL COMMON STOCKS (Identified Cost $98,145)				123,876
TOTAL LONG TERM INVESTMENTS—97.1%
(Identified cost $98,145)				123,876

	SHARES		VALUE
SHORT-TERM INVESTMENTS—2.5%
Money Market Mutual Funds—2.5%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		3,222,326	$	3,222
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $3,222)				3,222
TOTAL INVESTMENTS—99.6% (Identified Cost $101,367)				127,098	(1)
Other assets and liabilities, net—0.4%				463
NET ASSETS—100.0%			$	127,561

Abbreviations:

ADR American Depositary Receipt

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾  Non-income producing.

Country Weightings†
United States	52	%
Canada	14
United Kingdom	10
Australia	5
Italy	3
Spain	3
Netherlands	2
Other	11
Total	100	%
† % of total investments as of March 31, 2013

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

See Notes to Financial Statements

13

VIRTUS GLOBAL DIVIDEND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Leve 1 Quoted Prices		Leve 2 Significant Observable Inputs
Equity Securities:
Common Stocks	$	123,876	$	115,313	$	8,563
Short-Term Investments		3,222		3,222		—
Total Investments	$	127,098	$	118,535	$	8,563

There are no Level 3 (significant unobservable inputs) priced securities.

Securities held by the Fund with an end of period value of $8,563 were transferred from Level 1 to Level 2 based on our valuation procedures for non-U.S. securities.

See Notes to Financial Statements

14

VIRTUS GLOBAL OPPORTUNITIES FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
COMMON STOCKS—95.4%
Consumer Discretionary—11.4%
Amazon.com, Inc. (United States)(2)		8,016	$	2,136
Chipotle Mexican Grill, Inc. (United States)(2)		5,430		1,769
Las Vegas Sands Corp. (United States)		41,228		2,323
McDonald’s Corp. (United States)		21,937		2,187
Norstar Founders Group Ltd. (Cayman Islands)(2)(3)(4)		272,000		0
Paddy Power plc (Ireland)(2)		12,113		1,093
Persimmon plc (United Kingdom)		85,504		1,389
TJX Cos., Inc. (United States)		35,413		1,656
				12,553
Consumer Staples—31.5%
Altria Group, Inc. (United States)		82,503		2,837
Anheuser-Busch InBev N.V. (Belgium)		18,130		1,795
British American Tobacco plc (United Kingdom)		110,175		5,904
Casey’s General Stores, Inc. (United States)		20,906		1,219
Coca-Cola Co. (The) (United States)		123,305		4,986
ITC Ltd. (India)		492,622		2,805
Mead Johnson Nutrition Co. (United States)		17,666		1,368
Nestle S.A. Registered Shares (Switzerland)		46,295		3,348
Pernod-Ricard S.A. (France)		4,186		522
Philip Morris International, Inc. (United States)		50,823		4,712
SABMiller plc (United Kingdom)		32,309		1,701
Unilever N.V. (Netherlands)		84,972		3,481
				34,678
Energy—1.4%
Enbridge, Inc. (Canada)		32,351		1,506
Financials—24.9%
Capital One Financial Corp. (United States)		39,077		2,147
Citigroup, Inc. (United States)		112,995		4,999
Housing Development Finance Corp. (India)		218,493		3,322
Housing Development Finance Corp. Bank Ltd. (India)		208,645		2,401
HSBC Holdings plc (United Kingdom)		228,032		2,434
JPMorgan Chase & Co. (United States)		107,685		5,111
Standard Chartered plc (United Kingdom)		62,545		1,619
UBS AG Registered Shares (Switzerland)		192,439		2,949
Wells Fargo & Co. (United States)		67,697		2,504
				27,486

	SHARES		VALUE
Health Care—5.5%
Johnson & Johnson (United States)		28,405	$	2,316
Novo Nordisk A/S Class B (Denmark)		9,285		1,508
Valeant Pharmaceuticals International, Inc. (Canada)(2)		29,541		2,218
				6,042
Industrials—5.3%
Bureau Veritas SA (France)		17,335		2,158
SGS SA Registered Shares (Switzerland)		1,013		2,484
TransDigm Group, Inc. (United States)		7,850		1,200
				5,842
Information Technology—11.5%
Cognizant Technology Solutions Corp. Class A (United States)(2)		27,747		2,126
MasterCard, Inc. Class A (United States)		10,183		5,510
SAP AG (Germany)		20,447		1,638
Visa, Inc. Class A (United States)		20,359		3,458
				12,732
Materials—3.9%
Fresnillo plc (United Kingdom)		60,514		1,247
Goldcorp, Inc. (Canada)		48,126		1,619
Newcrest Mining Ltd. (Australia)		67,311		1,405
				4,271
TOTAL COMMON STOCKS (Identified Cost $79,585)				105,110
TOTAL LONG TERM INVESTMENTS—95.4%
(Identified cost $79,585)				105,110
SHORT-TERM INVESTMENTS—3.6%
Money Market Mutual Funds—3.6%
Dreyfus Cash Management Fund – Institutional Shares (seven-day effective yield 0.050%)		3,976,790		3,977
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $3,977)				3,977
TOTAL INVESTMENTS—99.0%
(Identified Cost $83,562)				109,087	(1)
Other assets and liabilities, net—1.0%				1,132
NET ASSETS—100.0%			$	110,219

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 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†
United States	54	%
United Kingdom	13
India	8
Switzerland	8
Canada	5
Netherlands	3
France	2
Other	7
Total	100	%
† % of total investments as of March 31, 2013

See Notes to Financial Statements

15

VIRTUS GLOBAL OPPORTUNITIES FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Equity Securities:
Common Stocks	$	105,110	$	95,177	$	9,933	$	0	(1)
Short-Term Investments		3,977		3,977		—		—
Total Investments	$	109,087	$	99,154	$	9,933	$	0	(1)

⁽¹⁾  Includes internally fair valued security currently priced at zero $0.

Securities held by the Fund with an end of period value of $9,932 were transferred from Level 2 into Level 1 based on our valuation procedures for non-U.S. securities.

See Notes to Financial Statements

16

VIRTUS GLOBAL REAL ESTATE SECURITIES FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
COMMON STOCKS—97.8%
Australia—6.8%
BGP Holdings plc(2)(3)(4)		13,566	$	0
CFS Retail Property Trust		87,700		184
Dexus Property Group		448,440		487
GPT Group		85,500		331
Westfield Group		106,750		1,210
Westfield Retail Trust		115,450		363
				2,575
Bermuda—1.5%
Hongkong Land Holdings Ltd.		77,900		577
Canada—5.8%
Allied Properties Real Estate Investment Trust		12,785		416
Brookfield Properties, Inc.		25,470		437
Canadian Real Estate Investment Trust		6,875		304
Cominar Real Estate Investment Trust		8,295		189
First Capital Realty, Inc.		20,380		380
RioCan Real Estate Investment Trust		16,762		459
				2,185
Finland—0.4%
Citycon OYJ		54,070		155
France—4.0%
Fonciere Des Regions		1,854		145
Klepierre		6,820		268
Societe Immobiliere de Location Pour L’industrie
Et Le Commerce		255		27
Unibail-Rodamco SE		4,543		1,058
				1,498
Germany—1.1%
GSW Immobilien AG		5,664		224
LEG Immobilien AG(2)		3,454		185
				409
Hong Kong—3.6%
Hang Lung Properties Ltd.		99,000		371
Hysan Development Co. Ltd.		54,000		273
Link REIT (The)		130,504		712
				1,356
Italy—0.4%
Beni Stabili SpA		242,478		145
Japan—4.0%
AEON Mall Co., Ltd.		8,570		262
Japan Prime Realty Investment Corp.		72		279
Japan Real Estate Investment Corp.		25		346
Nippon Building Fund, Inc.		30		420
Nippon Prologis REIT, Inc.		18		196
				1,503

	SHARES		VALUE
Mexico—0.6%
TF Administradora Industrial S de Rl de CV(2)		97,222	$	217
Netherlands—0.9%
Corio N.V.		3,031		141
Eurocommercial Properties N.V.		4,965		182
				323
Norway—0.5%
Norwegian Property ASA		117,775		185
Singapore—3.1%
CapitaMall Trust		76,450		129
CapitaRetail China Trust		187,275		264
Global Logistic Properties Ltd.		246,500		524
Mapletree Logistics Trust		267,545		262
				1,179
Sweden—0.8%
Castellum AB		21,240		302
Switzerland—0.2%
PSP Swiss Property AG(2)		765		70
United Kingdom—6.0%
Big Yellow Group plc		29,628		160
British Land Co. plc		35,400		292
Derwent London plc		5,710		187
Great Portland Estates plc		20,171		152
Hammerson plc		55,820		417
Land Securities Group plc		45,331		571
Safestore Holdings plc		118,726		214
SEGRO plc		68,490		264
				2,257
United States—58.1%
American Campus Communities, Inc.		7,375		334
AvalonBay Communities, Inc.		6,695		848
BioMed Realty Trust, Inc.		16,854		364
Boston Properties, Inc.		8,228		832
Camden Property Trust		8,810		605
DCT Industrial Trust, Inc.		79,123		585
DDR Corp.		24,784		432
Digital Realty Trust, Inc.		3,485		233
EastGroup Properties, Inc.		5,000		291
Equity Lifestyle Properties, Inc.		4,623		355
Equity Residential		21,556		1,187
Essex Property Trust, Inc.		3,919		590
Extra Space Storage, Inc.		15,247		599
General Growth Properties, Inc.		32,219		641
HCP, Inc.		9,979		498
Health Care REIT, Inc.		12,302		835
Host Hotels & Resorts, Inc.		54,508		953
Kilroy Realty Corp.		14,363		753
Kimco Realty Corp.		18,385		412
LaSalle Hotel Properties		13,015		330
Macerich Co. (The)		12,473		803
Pebblebrook Hotel Trust		3,526		91
Prologis, Inc.		31,881		1,275
Public Storage		9,360		1,426

	SHARES		VALUE
United States—continued
Retail Opportunity Investments Corp		7,000	$	98
Simon Property Group, Inc.		15,781		2,502
SL Green Realty Corp.		8,331		717
Tanger Factory Outlet Centers		17,300		626
Taubman Centers, Inc.		8,955		695
UDR, Inc.		8,773		212
Ventas, Inc.		15,772		1,155
Vornado Realty Trust		3,075		257
Weingarten Realty Investors		9,870		312
				21,846
TOTAL COMMON STOCKS (Identified Cost $32,342)				36,782
TOTAL LONG TERM INVESTMENTS—97.8%
(Identified cost $32,342)				36,782
SHORT-TERM INVESTMENTS—2.5%
Money Market Mutual Funds—2.5%
Fidelity Money Market Portfolio –Institutional Shares (Seven-day effective yield 0.140%)		927,910		928
TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $928)				928
TOTAL INVESTMENTS—100.3% (Identified Cost $33,270)				37,710	(1)
Other assets and liabilities, net—(0.3)%				(99	)
NET ASSETS—100.0%			$	37,611

Abbreviations:

REIT Real Estate Investment Trust

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 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†
United States	60	%
Australia	7
Canada	6
United Kingdom	6
France	4
Hong Kong	4
Japan	4
Other	9
Total	100	%
† % of total investments as of March 31, 2013

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

See Notes to Financial Statements

17

VIRTUS GLOBAL REAL ESTATE SECURITIES FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Equity Securities:
Common Stocks	$	36,782	$	30,365	$	6,417	$	0	(1)
Short-Term Investments		928		928		—		—
Total Investments	$	37,710	$	31,293	$	6,417	$	0	(1)

⁽¹⁾  Includes internally fair valued security currently priced at zero ($0).

Securities held by the Fund with an end of period value of $6,417 were transferred from Level 1 into Level 2 based on our valuation procedures for non-U.S. securities.

See Notes to Financial Statements

18

VIRTUS GREATER ASIA ex JAPAN OPPORTUNITIES FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
COMMON STOCKS—96.1%
Consumer Discretionary—15.9%
Bajaj Auto Ltd. (India)		2,324	$	77
BEC World plc (Thailand)		33,300		73
Genting Bhd (Malaysia)		33,300		108
Genting Malaysia Bhd (Malaysia)		107,500		128
Jollibee Foods Corp. (Philippines)		18,200		56
Jubilant Foodworks Ltd. (India)(2)		7,600		175
Kangwon Land, Inc. (South Korea)		3,180		88
L’Occitane International SA (Hong Kong)		52,659		160
Matahari Department Store Tbk PT (Indonesia)(2)		91,773		104
SA International Holdings Ltd. (Cayman Islands)		115,525		112
Sands China Ltd. (Hong Kong)		51,541		268
Super Retail Group Ltd. (Australia)		13,305		172
Titan Industries Ltd. (India)		23,400		111
Wynn Macau Ltd. (Cayman Islands)(2)		11,685		31
				1,663
Consumer Staples—32.9%
British American Tobacco Bangladesh Co., Ltd. (Bangladesh)		17,350		200
British American Tobacco Bhd (Malaysia)		2,900		59
Coca-Cola Amatil Ltd. (Australia)		10,445		159
Colgate Palmolive India Ltd. (India)		3,000		69
CP ALL PCL (Thailand)		215,700		338
Dairy Farm International Holdings Ltd. (Bermuda)		8,250		100
Emami Ltd. (India)(2)		10,950		121
Guinness Anchor Bhd (Malaysia)		39,435		234
Hindustan Unilever Ltd. (India)		41,377		355
ITC Ltd. (India)		77,809		443
LG Household & Health Care Ltd. (South Korea)		284		156
Nestle India Ltd. (India)		2,708		229
Nestle Malaysia Bhd (Malaysia)		7,000		137
Nestle Pakistan Ltd. (Pakistan)		2,214		124
Orion Corp. (South Korea)		88		86
Puregold Price Club, Inc. (Philippines)		116,800		115
Tingyi Cayman Islands Holding Corp. (Cayman Islands)		39,874		104
Tsingtao Brewery Co., Ltd. (China)		20,683		132
Unilever Indonesia tbk PT (Indonesia)		53,597		126
Unilever Pakistan Ltd. (Pakistan)		1,139		142
				3,429

	SHARES		VALUE
Financials—26.9%
Axis Bank Ltd. (India)		6,100	$	146
Bangkok Bank plc (Thailand)		14,000		108
Delta Brac Housing Finance Corp., Ltd. (Bangladesh)		69,000		47
Housing Development Finance Corp. (India)		28,559		435
Housing Development Finance Corp. Bank Ltd. (India)		33,055		381
HSBC Holdings plc (United Kingdom)		48,609		522
Kasikornbank PCL (Thailand)		23,300		167
Link REIT (The) (Hong Kong)		28,734		157
Malayan Banking Bhd (Malaysia)		85,950		261
Public Bank Bhd (Malaysia)		24,700		129
Shriram City Union Finance Ltd. (India)		4,095		82
Standard Chartered plc (United Kingdom)		14,484		377
				2,812
Health Care—4.6%
Cipla Ltd. (India)		13,096		91
Kalbe Farma Tbk PT (Indonesia)		1,405,813		179
Ramsay Health Care Ltd. (Australia)		3,348		113
Sun Pharmaceutical Industries Ltd. (India)		6,286		95
				478
Industrials—3.4%
Havells India Ltd. (India)		4,042		48
Jardine Matheson Holdings Ltd. (Bermuda)		1,618		105
Keells (John) Holdings plc (Sri Lanka)		57,854		113
SM Investments Corp. (Philippines)		3,170		87
				353
Information Technology—1.2%
Tata Consultancy Services Ltd. (India)		4,400		127
Materials—5.3%
Asian Paints Ltd. (India)		1,100		99
Newcrest Mining Ltd. (Australia)		13,519		283
Semen Gresik (Persero) tbk PT (Indonesia)		95,091		174
				556

	SHARES		VALUE
Utilities—5.9%
Power Assets Holdings Ltd. (Hong Kong)		48,191	$	456
Power Grid Corp. of India Ltd. (India)(2)		81,104		158
				614
TOTAL COMMON STOCKS (Identified Cost $7,558)				10,032
TOTAL LONG TERM INVESTMENTS—96.1%
(Identified Cost $7,558)				10,032
SHORT-TERM INVESTMENTS—3.0%
Money Market Mutual Funds—3.0%
Dreyfus Cash Management Fund – Institutional Shares (seven-day effective yield 0.050%)		309,756		310
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $310)				310
TOTAL INVESTMENTS—99.1%
(Identified Cost $7,868)				10,342	(1)
Other assets and liabilities, net—0.9%				93
NET ASSETS—100.0%			$	10,435

Abbreviations:

REIT Real Estate Investment Trust

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾  Non-income producing.

Country Weightings†
India	31	%
Hong Kong	10
Malaysia	10
United Kingdom	9
Australia	7
Thailand	7
Indonesia	6
Other	20
Total	100	%
† % of total investments as of March 31, 2013

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

See Notes to Financial Statements

19

VIRTUS GREATER ASIA ex JAPAN OPPORTUNITIES FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices		Level 2 Significant Observable Inputs
Equity Securities:
Common Stocks	$	10,032	$	1,446	$	8,586
Short-Term Investments		310		310		—
Total Investments	$	10,342	$	1,756	$	8,586

There are no Level 3 (significant unobservable inputs) priced securities

Securities held by the Fund with an end of period value of $7,616 were transferred from Level 1 to Level 2 based on our valuation procedures for non-U.S. securities

See Notes to Financial Statements

20

VIRTUS GREATER EUROPEAN OPPORTUNITIES FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
COMMON STOCKS—96.7%
Consumer Discretionary—13.0%
Barrat Developments plc (United Kingdom)(2)		59,259	$	247
Domino’s Pizza plc (United Kingdom)		16,903		155
Hermes International S.A. (France)		403		140
Luxottica Group SpA (Italy)		4,916		246
Paddy Power plc (Ireland)(2)		3,445		311
Persimmon plc (United Kingdom)		8,965		146
Publicis Groupe SA (France)		3,274		219
				1,464
Consumer Staples—33.4%
Anheuser-Busch InBev N.V. (Belgium)		4,077		404
British American Tobacco plc (United Kingdom)		9,094		487
Diageo plc (United Kingdom)		9,283		293
L’Oreal S.A. (France)		1,465		232
Lindt & Spruengli AG (Switzerland)		33		127
Nestle S.A. Registered Shares (Switzerland)		6,326		458
Pernod-Ricard S.A. (France)		1,736		216
Philip Morris International, Inc. (United States)		6,164		572
SABMiller plc (United Kingdom)		8,783		462
Unilever N.V. (Netherlands)		12,844		526
				3,777
Energy—4.3%
Core Laboratories N.V. (Netherlands)		2,105		290
Statoil ASA (Norway)		8,200		198
				488
Financials—16.2%
Banco Bilbao Vizcaya Argentaria S.A. (Spain)		23,060		200
BNP Paribas SA (France)		6,894		354
HSBC Holdings plc (United Kingdom)		30,983		331

	SHARES		VALUE
Financials—continued
Reinet Investments SCA (Luxembourg)(2)		8,885	$	172
Standard Chartered plc (United Kingdom)		12,703		329
UBS AG Registered Shares (Switzerland)		28,677		439
				1,825
Health Care—4.4%
Cie Generale D’optique Essilor International SA (France)		2,510		279
Novo Nordisk A/S Class B (Denmark)		1,362		221
				500
Industrials—14.5%
Bureau Veritas SA (France)		4,147		516
DKSH Holding AG (Switzerland)(2)		1,369		123
Indutrade AB (Sweden)		4,463		156
Rolls-Royce Holdings plc (United Kingdom)		16,839		289
SGS SA Registered Shares (Switzerland)		134		329
Zodiac Aerospace (France)		1,982		231
				1,644
Information Technology—5.9%
Accenture plc Class A (Ireland)		3,281		249
SAP AG (Germany)		2,121		170
Wirecard AG (Germany)		8,900		246
				665
Materials—5.0%
Air Liquide SA (France)		1,730		210
Fresnillo plc (United Kingdom)		11,773		243
Novozymes A/S Class B (Denmark)		3,436		116
				569
TOTAL COMMON STOCKS (Identified Cost $8,486)				10,932
TOTAL LONG TERM INVESTMENTS—96.7%
(Identified Cost $8,486)				10,932

	SHARES		VALUE
SHORT-TERM INVESTMENTS—1.8%
Money Market Mutual Funds—1.8%
Dreyfus Cash Management Fund – Institutional Shares (seven-day effective yield 0.090%)		198,717	$	199
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $199)				199
TOTAL INVESTMENTS—98.5% (Identified Cost $8,685)				11,131	(1)
Other assets and liabilities, net—1.5%				165
NET ASSETS—100.0%			$	11,296

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾  Non-income producing.

Country Weightings†
United Kingdom	27	%
France	22
Switzerland	13
Netherlands	7
United States	7
Ireland	5
Germany	4
Other	15
Total	100	%
† % of total investments as of March 31, 2013

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices
Equity Securities:
Common Stocks	$	10,932	$	10,932
Short-Term Investments		199		199
Total Investments	$	11,131	$	11,131

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

21

VIRTUS INTERNATIONAL EQUITY FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
PREFERRED STOCK—1.2%
Materials—1.2%
Fuchs Petrolub AG 1.99%		3,857	$	324
TOTAL PREFERRED STOCK (Identified Cost $165)				324
COMMON STOCKS—94.7%
Consumer Discretionary—5.9%
adidas AG (Germany)		3,310		343
British Sky Broadcasting Group plc (United Kingdom)		21,800		293
Reed Elsevier N.V. (Netherlands)		29,460		505
Sumitomo Rubber Industries Ltd. (Japan)		28,200		473
				1,614
Consumer Staples—11.4%
British American Tobacco plc (United Kingdom)		5,300		284
Colruyt SA (Belgium)		11,040		534
Nestle S.A. Registered Shares (Switzerland)		12,470		902
Swedish Match AB (Sweden)		9,090		282
Tesco plc (United Kingdom)		53,400		310
Unilever N.V. (Netherlands)		9,432		386
Woolworths Ltd. (Australia)		11,420		403
				3,101
Energy—9.9%
BP plc (United Kingdom)		41,300		289
CNOOC Ltd. (China)		213,000		409
Royal Dutch Shell plc A Shares (United Kingdom)		17,610		569
Royal Dutch Shell plc B Shares (United Kingdom)		10,900		362
Total SA (France)		13,970		669
Woodside Petroleum Ltd. (Australia)		10,710		401
				2,699
Financials—6.8%
Legal & General Group plc (United Kingdom)		138,400		363
Malayan Banking Bhd (Malaysia)		133,545		406
Multi-Purpose Holdings Bhd (Malaysia)		99,000		115
QBE Insurance Group Ltd. (Australia)		19,980		282
United Overseas Bank Ltd. (Singapore)		19,200		317
Zurich Financial Services AG (Switzerland)(2)		1,330		370
				1,853
Health Care—10.8%
GlaxoSmithKline plc (United Kingdom)		16,000		374
Novartis AG Registered Shares (Switzerland)		10,730		762
Roche Holding AG (Switzerland)		3,830		892

	SHARES		VALUE
Health Care—continued
Sanofi (France)		6,380	$	648
Teva Pharmaceutical Industries Ltd. (Israel)		6,717		265
				2,941
Industrials—17.1%
Atlas Copco AB Class A (Sweden)		11,860		337
Brambles Ltd. (Australia)		48,000		426
Brenntag AG (Germany)		1,557		243
ComfortDelgro Corp., Ltd. (Singapore)		221,000		341
Deutsche Post AG Registered Shares (Germany)		13,836		319
Kone Oyj (Finland)		3,710		292
Koninklijke Vopak N.V. (Netherlands)		3,930		237
Legrand SA (France)		10,610		463
Makita Corp. (Japan)		9,500		423
Mitsubishi Electric Corp. (Japan)		49,000		399
Panalpina Welttransport Holding AG Registered
Shares (Switzerland)		1,980		174
Schindler Holding AG (Switzerland)		1,155		169
SembCorp Industries Ltd. (Singapore)		45,000		189
Singapore Technologies Engineering Ltd. (Singapore)		62,000		216
Toyota Tsusho Corp. (Japan)		16,400		420
				4,648
Information Technology—9.5%
Advantech Co., Ltd. (Taiwan)(2)		59,000		256
ASM Pacific Technology Ltd. (Hong Kong)		33,200		366
Computershare Ltd. (Australia)		36,400		388
MediaTek, Inc. (Taiwan)		24,000		274
SAP AG (Germany)		5,620		450
Venture Corp., Ltd. (Singapore)		40,000		280
VTech Holdings Ltd. (Hong Kong)		30,200		369
Wincor Nixdorf AG (Germany)		4,167		207
				2,590
Materials—9.1%
Air Liquide SA (France)		4,130		502
CRH plc (Ireland)(2)		15,000		331
Givaudan SA Registered Shares (Switzerland)(2)		172		211
Lafarge Malayan Cement Bhd (Malaysia)		52,100		166
Newcrest Mining Ltd. (Australia)		12,140		254
Rio Tinto Ltd. (Australia)		3,130		188
Shin-Etsu Chemical Co., Ltd. (Japan)		6,100		403
Symrise AG (Germany)		5,964		236
Syngenta AG Registered Shares (Switzerland)		410		171
				2,462

	SHARES		VALUE
Telecommunication Services—9.4%
Axiata Group Bhd (Malaysia)		166,700	$	357
Belgacom SA (Belgium)		9,800		244
Bezeq The Israeli Telecommunication Corp., Ltd. (Israel)(2)		100,606		139
China Mobile Ltd. (Hong Kong)		33,500		355
Chunghwa Telecom Co., Ltd. (Taiwan)		80,600		249
KDDI Corp. (Japan)		8,200		343
Telenor ASA (Norway)		11,730		257
Telstra Corp., Ltd. (Australia)		26,000		122
Vodafone Group plc (United Kingdom)		169,700		481
				2,547
Utilities—4.8%
National Grid plc (United Kingdom)		27,200		316
Power Assets Holdings Ltd. (Hong Kong)		44,500		421
Scottish & Southern Energy plc (United Kingdom)		12,600		284
United Utilities Group plc (United Kingdom)		27,200		293
				1,314
TOTAL COMMON STOCKS (Identified Cost $22,018)				25,769
TOTAL LONG TERM INVESTMENTS—95.9%
(Identified cost $22,183)				26,093	(3)
SHORT-TERM INVESTMENTS—3.4%
Money Market Mutual Funds—3.4%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		913,171		913
TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $913)				913
TOTAL INVESTMENTS—99.3%
(Identified Cost $23,096)				27,006	(1)
Other assets and liabilities, net—0.7%				195
NET ASSETS—100.0%			$	27,201

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾  Non-income producing.

⁽³⁾  A portion of the Fund’s assets have been segregated for forward currency contracts.

See Notes to Financial Statements

22

VIRTUS INTERNATIONAL EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

Country Weightings†
United Kingdom	16	%
Switzerland	13
Australia	9
Japan	9
France	8
Germany	8
Hong Kong	6
Other	31
Total	100	%
† % of total investments as of March 31, 2013

At March 31, 2013, the Fund had entered into forward currency contracts as follows (reported in 000’s):

Contracts to Sell	In Exchange for		Counterparty		Settlement Date		Value		Unrealized Appreciation (Depreciation)
AUD 2,450		USD 2,488		State Street Bank and Trust Co.		9/24/13	$	2,516	$	(28	)
									$	(28	)

AUD          Australian Dollar USD          United States Dollar

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013			Level 1 Quoted Prices		Level 2 Significant Observable Inputs
Equity Securities:
Common Stocks	$	25,769		$	15,923	$	9,846
Preferred Stock		324			324		—
Short-Term Investments		913			913		—
Total Investments	$	27,006		$	17,160	$	9,846
Other Financial Instruments:	$	—		$	—	$	—
Forward Currency Contracts*	$	(28	)	$	—	$	(28	)

There are no Level 3 (significant unobservable inputs) priced securities.

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

Securities held by the Fund with an end of period value of $8,728 were transferred from Level 1 to Level 2 based on our valuation procedures for non-U.S. securities.

See Notes to Financial Statements

23

VIRTUS INTERNATIONAL REAL ESTATE SECURITIES FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
COMMON STOCKS—97.1%
Australia—16.7%
BGP Holdings plc(2)(3)(4)		588,920	$	0
CFS Retail Property Trust		228,552		479
Dexus Property Group		1,036,115		1,126
GPT Group		207,000		801
Westfield Group		271,473		3,076
Westfield Retail Trust		291,173		917
				6,399
Bermuda—3.8%
Hongkong Land Holdings Ltd.		195,100		1,446
Canada—14.3%
Allied Properties Real Estate Investment Trust		31,815		1,034
Brookfield Properties, Inc.		59,450		1,021
Canadian Real Estate Investment Trust		17,695		783
Cominar Real Estate Investment Trust		23,265		529
First Capital Realty, Inc.		47,605		888
RioCan Real Estate Investment Trust		43,650		1,194
				5,449
Finland—1.1%
Citycon OYJ		145,320		415
France—10.0%
Fonciere Des Regions		3,960		310
Klepierre		17,556		689
Societe Immobiliere de Location Pour L’industrie Et Le Commerce		1,547		165
Unibail-Rodamco SE		11,415		2,659
				3,823
Germany—2.8%
GSW Immobilien AG		15,390		609
LEG Immobilien AG(2)		8,461		453
				1,062
Hong Kong—8.6%
Hang Lung Properties Ltd.		235,000		880
Hysan Development Co. Ltd.		131,000		663
Link REIT (The)		318,441		1,737
				3,280
Italy—1.0%
Beni Stabili SpA		616,257		368
Japan—10.1%
AEON Mall Co., Ltd.		21,330		651
Japan Prime Realty Investment Corp.		194		751
Japan Real Estate Investment Corp.		66		915
Nippon Building Fund, Inc.		80		1,121
Nippon Prologis REIT, Inc.		40		436
				3,874

	SHARES		VALUE
Mexico—1.3%
TF Administradora Industrial S de Rl de CV(2)		226,852	$	505
Netherlands—2.1%
Corio N.V.		8,712		407
Eurocommercial Properties N.V.		11,097		406
				813
Norway—1.2%
Norwegian Property ASA		284,600		447
Singapore—7.8%
CapitaMall Trust		250,650		423
CapitaRetail China Trust		417,725		590
Global Logistic Properties Ltd.		622,500		1,322
Mapletree Logistics Trust		655,544		642
				2,977
Sweden—1.5%
Castellum AB		41,366		589
Switzerland—0.6%
PSP Swiss Property AG(2)		2,491		227
United Kingdom—14.2%
Big Yellow Group plc		81,188		438
British Land Co. plc		92,305		762
Derwent London plc		12,846		420
Great Portland Estates plc		45,018		339
Hammerson plc		126,309		944
Land Securities Group plc		113,685		1,432
Safestore Holdings plc		271,876		490
SEGRO plc		161,457		624
				5,449
TOTAL COMMON STOCKS (Identified Cost $27,462)				37,123
TOTAL LONG TERM INVESTMENTS—97.1%
(Identified cost $27,462)				37,123
SHORT-TERM INVESTMENTS—2.0%
Money Market Mutual Funds—2.0%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		780,118		780
TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $780)				780
TOTAL INVESTMENTS—99.1%
(Identified Cost $28,242)				37,903	(1)
Other assets and liabilities, net—0.9%				346
NET ASSETS—100.0%			$	38,249

Abbreviations:

REIT Real Estate Investment Trust

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 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†
Australia	17	%
Canada	14
United Kingdom	14
France	10
Japan	10
Hong Kong	9
Singapore	8
Other	18
Total	100	%
† % of total investments as of March 31, 2013

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

See Notes to Financial Statements

24

VIRTUS INTERNATIONAL REAL ESTATE SECURITIES FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Equity Securities:
Common Stocks	$	37,123	$	21,029	$	16,094	$	0	(1)
Short-Term Investments		780		780		—		—
Total Investments	$	37,903	$	21,809	$	16,094	$	0	(1)

⁽¹⁾  Includes internally fair valued security currently priced at zero $0.

Securities held by the Fund with an end of period value of $16,094 were transferred from Level 1 into Level 2 based on our valuation procedures for non-U.S. securities.

See Notes to Financial Statements

25

VIRTUS INTERNATIONAL SMALL-CAP FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
COMMON STOCKS—89.0%
Consumer Discretionary—9.9%
Goldlion Holdings Ltd. (Hong Kong)		389,600	$	204
Maisons France Confort (France)		5,600		171
Rightmove plc (United Kingdom)		1,400		38
Watts Co., Ltd. (Japan)		16,000		142
Wotif.Com Holdings Ltd. (Australia)		37,900		196
				751
Consumer Staples—6.7%
Compania Cervecerias Unidas SA (Chile)		8,300		138
Distell Group Ltd. (South Africa)		5,657		68
Dongsuh Co., Inc. (South Korea)		14,200		299
				505
Energy—5.5%
Schoeller-Bleckmann Oilfield Equipment AG (Austria)		2,300		230
TGS Nopec Geophysical Co., ASA (Norway)		4,900		185
				415
Financials—15.4%
ARA Asset Management Ltd. (Singapore)		172,760		268
Austbrokers Holdings Ltd. (Australia)		1,900		19
Euler Hermes SA (France)		2,100		193
Euroz Ltd. (Australia)		274,236		336
Hiscox Ltd. (Bermuda)		32,900		275
Rathbone Brothers plc (United Kingdom)		3,225		72
				1,163
Health Care—6.7%
Haw Par Corp. Ltd. (Singapore)		25,500		159
Nakanishi, Inc. (Japan)		1,000		125
Stallergenes SA (France)		850		53
Win International Co., Ltd. (Japan)		19,300		169
				506

	SHARES		VALUE
Industrials—22.4%
AIT Corp. (Japan)		33,200	$	386
Amadeus Fire AG (Germany)		4,200		223
ASR Holdings Ltd. (Hong Kong)		484,500		129
Clasquin (France)		4,200		116
Freight Management Holdings Bhd (Malaysia)		383,000		142
Pfeiffer Vacuum Technology AG (Germany)		620		68
Richelieu Hardware Ltd. (Canada)		3,650		141
Riverstone Holdings Ltd. (Singapore)		167,500		67
Rotork plc (United Kingdom)		3,550		157
Thermador Groupe (France)		2,500		199
Vicom Ltd. (Singapore)		16,998		71
				1,699
Information Technology—9.8%
Computer Modelling Group Ltd. (Canada)		3,740		78
Domino Printing Sciences plc (United Kingdom)		20,500		199
Iress Ltd. (Australia)		9,900		80
MercadoLibre, Inc. (United States)		2,550		246
Pro-Ship, Inc. (Japan)		6,800		138
				741
Materials—12.6%
Corp. Moctezuma SAB de CV (Mexico)		90,600		282
KPX Chemical Co., Ltd. (South Korea)		5,022		238
Rimoni Industries Ltd. (Israel)		22,000		141
Uyemura (C) & Co., Ltd. (Japan)		3,800		142
Victrex plc (United Kingdom)		5,900		149
				952
TOTAL COMMON STOCKS
(Identified Cost $5,854)				6,732
TOTAL LONG TERM INVESTMENTS—89.0%
(Identified cost $5,854)				6,732

	SHARES		VALUE
SHORT-TERM INVESTMENTS—14.5%
Money Market Mutual Funds—14.5%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		1,095,091	$	1,095
TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $1,095)				1,095
TOTAL INVESTMENTS—103.5%
(Identified Cost $6,949)				7,827	(1)
Other assets and liabilities, net—(3.5)%				(264	)
NET ASSETS—100.0%			$	7,563

Footnote Legend:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

Country Weightings†
United States	17	%
Japan	14
France	9
Australia	8
United Kingdom	8
Singapore	7
South Korea	7
Other	30
Total	100	%
† % of total investments as of March 31, 2013

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices		Level 2 Significant Observable Inputs
Equity Securities:
Common Stocks	$	6,732	$	4,472	$	2,260
Short-Term Investments		1,095		1,095		—
Total Investments	$	7,827	$	5,567	$	2,260

There are no or Level 3 (significant unobservable inputs) priced securities.

Securities held by the Fund with an end of fiscal period value of $2,241 were transferred from Level 1 into Level 2 based on our valuation procedures for non-U.S. securities.

See Notes to Financial Statements

26

THIS PAGE INTENTIONALLY BLANK.

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF ASSETS AND LIABILITIES

MARCH 31, 2013 (Unaudited)

(Reported in thousands except shares and per share amounts)

	Emerging Markets Debt Fund			Emerging Markets Equity Income Fund			Global Commodities Stock Fund			Global Dividend Fund
Assets
Investment in securities at value(1)	$	26,975		$	6,289		$	29,980		$	127,098
Foreign currency at value(2)		13			14			2			—
Cash		60			—			23			—
Receivables
Investment securities sold		563			10			898			—
Fund shares sold		50			19			21			721
Dividends and interest receivable		451			19			20			184
Tax reclaims		—			—			—			43
Prepaid expenses		31			31			27			31
Prepaid trustee retainer		—	(3)		—	(3)		—	(3)		1
Total assets		28,143			6,382			30,971			128,078
Liabilities
Cash overdraft		—			3			—			—
Payables
Fund shares repurchased		—	(3)		—			—	(3)		78
Investment securities purchased		538			—			1,727			285
Dividend distributions		—	(3)		—			—			—
Investment advisory fee		16			6			16			68
Distribution and service fees		—	(3)		—	(3)		—	(3)		21
Administration fee		3			1			3			14
Transfer agent fees and expenses		2			—	(3)		2			22
Trustees’ fee and expenses		—	(3)		—	(3)		—	(3)		—	(3)
Professional fee		27			21			16			18
Other accrued expenses		(4	)		3			3			11
Total liabilities		582			34			1,767			517
Net Assets	$	27,561		$	6,348		$	29,204		$	127,561
Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	26,897		$	5,893		$	29,994		$	116,089
Accumulated undistributed net investment income (loss)		29			6			(443	)		(43	)
Accumulated undistributed net realized gain (loss)		141			105			(2,713	)		(14,216	)
Net unrealized appreciation (depreciation) on investments		494			344			2,366			25,731
Net Assets	$	27,561		$	6,348		$	29,204		$	127,561
Class A
Net asset value (net assets/shares outstanding) per share	$	10.28		$	10.92		$	9.47		$	13.73
Maximum offering price per share NAV/(1-3.75%)	$	10.68		$	—		$	—		$	—
Maximum offering price per share NAV/(1-5.75%)	$	—		$	11.59		$	10.05		$	14.57
Shares of beneficial interest outstanding, no par value, unlimited authorization		111,880			38,767			136,018			3,553,248
Net Assets	$	1,150		$	423		$	1,288		$	48,804
Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	10.27		$	10.89		$	9.39		$	13.70
Shares of beneficial interest outstanding, no par value, unlimited authorization		13,524			22,679			22,836			1,029,720
Net Assets	$	139		$	247		$	215		$	14,109
Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	10.27		$	10.93		$	9.48		$	13.74
Shares of beneficial interest outstanding, no par value, unlimited authorization		2,557,895			519,306			2,920,784			4,704,716
Net Assets	$	26,272		$	5,678		$	27,701		$	64,648
(1) Investment in securities at cost	$	26,481		$	5,945		$	27,614		$	101,367
(2) Foreign currency at cost	$	13		$	14		$	2		$	—
(3) Amount is less than $500.

See Notes to Financial Statements

28

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

MARCH 31, 2013 (Unaudited)

(Reported in thousands except shares and per share amounts)

	Global Opportunities Fund			Global Real Estate Securities Fund			Greater Asia ex Japan Opportunities Fund			Greater European Opportunities Fund
Assets
Investment in securities at value(1)	$	109,087		$	37,710		$	10,342		$	11,131
Foreign currency at value(2)		21			2			1			6
Receivables
Investment securities sold		1,099			133			296			99
Fund shares sold		177			833			8			9
Receivable from adviser		—			—			21			2
Dividends and interest receivable		387			122			38			45
Tax reclaims		66			3			—			11
Prepaid expenses		27			31			29			29
Prepaid trustee retainer		1			—	(3)		—	(3)		—	(3)
Total assets		110,865			38,834			10,735			11,332
Liabilities
Cash overdraft		—			33			27			—
Payables
Fund shares repurchased		444			15			—			10
Investment securities purchased		—			1,129			222			—
Foreign capital gain taxes payable		15			—			—			—
Investment advisory fee		86			13			1			—
Distribution and service fees		19			5			2			3
Administration fee		12			4			1			1
Transfer agent fees and expenses		34			5			1			1
Trustees’ fee and expenses		—	(3)		—	(3)		—	(3)		—	(3)
Professional fee		23			15			40			15
Other accrued expenses		13			4			7			6
Total liabilities		646			1,223			300			36
Net Assets	$	110,219		$	37,611		$	10,435		$	11,296
Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	98,457		$	33,641		$	7,743		$	8,552
Accumulated undistributed net investment income (loss)		151			(397	)		(30	)		(31	)
Accumulated undistributed net realized gain (loss)		(13,900	)		(73	)		247			329
Net unrealized appreciation (depreciation) on investments		25,511			4,440			2,475			2,446
Net Assets	$	110,219		$	37,611		$	10,435		$	11,296
Class A
Net asset value (net assets/shares outstanding) per share	$	10.86		$	23.61		$	15.94		$	15.43
Maximum offering price per share NAV/(1-5.75%)	$	11.52		$	25.05		$	16.91		$	16.37
Shares of beneficial interest outstanding, no par value, unlimited authorization		7,262,983			539,749			604,098			657,924
Net Assets	$	78,907		$	12,744		$	9,631		$	10,155
Class B
Net asset value (net assets/shares outstanding) and offering price per share	$	9.67		$	—		$	—		$	—
Shares of beneficial interest outstanding, no par value, unlimited authorization		97,097			—			—			—
Net Assets	$	938		$	—		$	—		$	—
Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	9.61		$	23.33		$	15.71		$	15.34
Shares of beneficial interest outstanding, no par value, unlimited authorization		251,775			130,705			24,254			22,886
Net Assets	$	2,421		$	3,050		$	381		$	351
Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	10.85		$	23.72		$	15.99		$	15.46
Shares of beneficial interest outstanding, no par value, unlimited authorization		2,576,033			919,617			26,422			51,097
Net Assets	$	27,953		$	21,817		$	423		$	790
(1) Investment in securities at cost	$	83,562		$	33,270		$	7,868		$	8,685
(2) Foreign currency at cost	$	21		$	2		$	1		$	6
(3) Amount is less than $500.

See Notes to Financial Statements

29

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

MARCH 31, 2013 (Unaudited)

(Reported in thousands except shares and per share amounts)

	International Equity Fund			International Real Estate Securities Fund			International Small-Cap Fund
Assets
Investment in securities at value(1)	$	27,006		$	37,903		$	7,827
Foreign currency at value(2)		129			3			7
Receivables
Fund shares sold		—	(3)		248			—
Dividends and interest receivable		80			160			31
Tax reclaims		39			7			—
Prepaid expenses		18			19			30
Prepaid trustee retainer		—	(3)		—	(3)		—	(3)
Total assets		27,272			38,340			7,895
Liabilities
Cash overdraft		—			—			59
Payables
Fund shares repurchased		—			32			—
Investment securities purchased		—			—			237
Investment advisory fee		16			24			6
Distribution and service fees		—	(3)		3			—	(3)
Administration fee		3			4			1
Transfer agent fees and expenses		1			6			1
Trustees’ fee and expenses		—	(3)		—	(3)		—	(3)
Professional fee		18			17			26
Other accrued expenses		5			5			2
Unrealized depreciation on forward currency contracts		28			—			—
Total liabilities		71			91			332
Net Assets	$	27,201		$	38,249		$	7,563
Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	24,109		$	58,016		$	6,625
Accumulated undistributed net investment income (loss)		59			(2,428	)		19
Accumulated undistributed net realized gain (loss)		(847	)		(27,000	)		41
Net unrealized appreciation (depreciation) on investments		3,880			9,661			878
Net Assets	$	27,201		$	38,249		$	7,563
Class A
Net asset value (net assets/shares outstanding) per share	$	11.72		$	6.64		$	11.82
Maximum offering price per share NAV/(1-5.75%)	$	12.44		$	7.05		$	12.54
Shares of beneficial interest outstanding, no par value, unlimited authorization		16,545			1,170,773			14,468
Net Assets	$	194		$	7,772		$	171
Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	11.58		$	6.62		$	11.80
Shares of beneficial interest outstanding, no par value, unlimited authorization		10,764			260,468			11,023
Net Assets	$	125		$	1,724		$	130
Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	11.67		$	6.64		$	11.83
Shares of beneficial interest outstanding, no par value, unlimited authorization		2,303,767			4,333,538			613,910
Net Assets	$	26,882		$	28,753		$	7,262
(1) Investment in securities at cost	$	23,096		$	28,242		$	6,949
(2) Foreign currency at cost	$	130		$	3		$	7
(3) Amount is less than $500.

See Notes to Financial Statements

30

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF OPERATIONS

SIX MONTHS ENDED MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	Emerging Markets Debt Fund			Emerging Markets Equity Income Fund			Global Commodities Stock Fund			Global Dividend Fund
Investment Income
Dividends	$	—		$	67		$	184		$	2,023
Interest		786			—	(1)		—			—	(1)
Foreign taxes withheld		(2	)		(7	)		(11	)		(121	)
Total investment income		784			60			173			1,902
Expenses
Investment advisory fees		99			30			117			341
Service fees, Class A		—	(1)		—	(1)		1			52
Distribution and service fees, Class C		1			1			1			58
Administration fees		17			4			15			68
Transfer agent fee and expenses		6			1			15			68
Custodian fees		2			13			3			12
Printing fees and expenses		5			2			2			10
Professional fees		24			13			15			15
Registration fees		25			23			21			29
Trustees’ fee and expenses		1			—	(1)		—	(1)		2
Miscellaneous expenses		2			2			4			4
Total expenses		182			89			194			659
Less expenses reimbursed, and/or waived by investment adviser		(35	)		(44	)		(27	)		—
Net expenses		147			45			167			659
Net investment income (loss)		637			15			6			1,243
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		199			151			(663	)		—
Net realized gain (loss) on foreign currency transactions		(3	)		(2	)		3			1
Net change in unrealized appreciation (depreciation) on investments		301			104			(110	)		7,256
Net change in unrealized appreciation (depreciation) on foreign currency translation		—	(1)		—	(1)		—	(1)		1
Net gain (loss) on investments		497			253			(770	)		7,258
Net increase (decrease) in net assets resulting from operations	$	1,134		$	268		$	(764	)	$	8,501

⁽¹⁾ Amount is less than $500.

See Notes to Financial Statements

31

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF OPERATIONS (Continued)

SIX MONTHS ENDED MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	Global Opportunities Fund			Global Real Estate Securities Fund			Greater Asia ex Japan Opportunities Fund			Greater European Opportunities Fund
Investment Income
Dividends	$	1,093		$	441		$	88		$	100
Interest		—	(1)		—	(1)		—	(1)		—
Foreign taxes withheld		(31	)		(20	)		(4	)		(5	)
Total investment income		1,062			421			84			95
Expenses
Investment advisory fees		431			114			49			42
Service fees, Class A		92			13			12			10
Distribution and service fees, Class B		5			—			—			—
Distribution and service fees, Class C		9			10			1			2
Administration fees		65			17			6			6
Transfer agent fee and expenses		63			22			3			5
Custodian fees		14			2			23			14
Printing fees and expenses		7			3			1			1
Professional fees		28			14			49			15
Registration fees		33			20			20			19
Trustees’ fee and expenses		2			1			—	(1)		—	(1)
Miscellaneous expenses		5			2			1			1
Total expenses		754			218			165			115
Less expenses reimbursed, waived and/or recaptured by investment adviser		23			(41	)		(77	)		(45	)
Net expenses		777			177			88			70
Net investment income (loss)		285			244			(4	)		25
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		3,593			115			279			454
Net realized gain (loss) on foreign currency transactions		(5	)		(1	)		(5	)		(15	)
Net change in unrealized appreciation (depreciation) on investments		5,814			1,865			391			730
Net change in unrealized appreciation (depreciation) on foreign currency translation		3			—	(1)		3			—	(1)
Net change in foreign taxes on unrealized capital gains		70			—			—			—
Net gain (loss) on investments		9,475			1,979			668			1,169
Net increase (decrease) in net assets resulting from operations	$	9,760		$	2,223		$	664		$	1,194

⁽¹⁾ Amount is less than $500.

See Notes to Financial Statements

32

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF OPERATIONS (Continued)

SIX MONTHS ENDED MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	International Equity Fund			International Real Estate Securities Fund			International Small-Cap Fund
Investment Income
Dividends	$	322		$	618		$	73
Interest		—	(1)		—	(1)		—	(1)
Foreign taxes withheld		(22	)		(45	)		(6	)
Total investment income		300			573			67
Expenses
Investment advisory fees		113			177			28
Service fees, Class A		—	(1)		7			—	(1)
Distribution and service fees, Class C		1			8			1
Administration fees		17			23			4
Transfer agent fee and expenses		8			20			2
Custodian fees		9			3			10
Printing fees and expenses		1			2			1
Professional fees		17			14			16
Registration fees		22			22			24
Trustees’ fee and expenses		1			1			—	(1)
Miscellaneous expenses		2			2			1
Total expenses		191			279			87
Less expenses reimbursed, and/or waived by investment adviser		(24	)		(44	)		(48	)
Net expenses		167			235			39
Net investment income (loss)		133			338			28
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		(192	)		439			46
Net realized gain (loss) on foreign currency transactions		(82	)		(20	)		(1	)
Net change in unrealized appreciation (depreciation) on investments		2,402			2,652			857
Net change in unrealized appreciation (depreciation) on foreign currency translation		27			(1	)		—	(1)
Net gain (loss) on investments		2,155			3,070			902
Net increase (decrease) in net assets resulting from operations	$	2,288		$	3,408		$	930

⁽¹⁾ Amount is less than $500.

See Notes to Financial Statements

33

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF CHANGES IN NET ASSETS

($ reported in thousands)

	Emerging Markets Debt Fund						Emerging Markets Equity Income Fund
	Six Months  Ended March 31, 2013 (Unaudited)			From inception September 5, 2012 to September 30, 2012			Six Months  Ended March 31, 2013 (Unaudited)			From inception September 5, 2012 to September 30, 2012
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	637		$	60		$	15		$	(1	)
Net realized gain (loss)		196			(15	)		149			55
Net change in unrealized appreciation (depreciation)		301			193			104			240
Increase (decrease) in net assets resulting from operations		1,134			238			268			294
From Distributions to Shareholders
Net investment income, Class A		(8	)		—			—	(1)		—
Net investment income, Class C		(3	)		—			—			—
Net investment income, Class I		(657	)		—			(9	)		—
Net realized short-term gains, Class A		—	(1)		—			(3	)		—
Net realized short-term gains, Class C		—	(1)		—			(3	)		—
Net realized short-term gains, Class I		(40	)		—			(92	)		—
Decrease in net assets from distributions to shareholders		(708	)		—			(107	)		—
From Share Transactions (See Note 6)
Change in net assets from share transactions, Class A		1,056			100			320			100
Change in net assets from share transactions, Class C		27			109			142			100
Change in net assets from share transactions, Class I		805			24,800			431			4,800
Increase (decrease) in net assets from share transactions		1,888			25,009			893			5,000
Net increase (decrease) in net assets		2,314			25,247			1,054			5,294
Net Assets
Beginning of period		25,247			—			5,294			—
End of period	$	27,561		$	25,247		$	6,348		$	5,294
Accumulated undistributed net investment income (loss) at end of period	$	29		$	60		$	6		$	(1	)

⁽¹⁾ Amount is less than $500.

See Notes to Financial Statements

34

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

($ reported in thousands)

	Global Commodities Stock Fund						Global Dividend Fund
	Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012			Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	6		$	25		$	1,243		$	2,043
Net realized gain (loss)		(660	)		(1,717	)		1			738
Net change in unrealized appreciation (depreciation)		(110	)		5,331			7,257			11,292
Increase (decrease) in net assets resulting from operations		(764	)		3,639			8,501			14,073
From Distributions to Shareholders
Net investment income, Class A		(22	)		—	(1)		(506	)		(817	)
Net investment income, Class C		(2	)		—			(102	)		(150	)
Net investment income, Class I		(411	)		(83	)		(695	)		(1,277	)
Decrease in net assets from distributions to shareholders		(435	)		(83	)		(1,303	)		(2,244	)
From Share Transactions (See Note 6)
Change in net assets from share transactions, Class A		394			566			9,568			8,865
Change in net assets from share transactions, Class C		104			(2	)		4,175			1,898
Change in net assets from share transactions, Class I		10,194			(404	)		12,326			8,579
Increase (decrease) in net assets from share transactions		10,692			160			26,069			19,342
Net increase (decrease) in net assets		9,493			3,716			33,267			31,171
Net Assets
Beginning of period		19,711			15,995			94,294			63,123
End of period	$	29,204		$	19,711		$	127,561		$	94,294
Accumulated undistributed net investment income (loss) at end of period	$	(443	)	$	(14	)	$	(43	)	$	17

⁽¹⁾ Amount is less than $500.

See Notes to Financial Statements

35

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

($ reported in thousands)

	Global Opportunities Fund						Global Real Estate Securities Fund
	Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012			Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	285		$	405		$	244		$	187
Net realized gain (loss)		3,588			5,434			114			(97	)
Net change in unrealized appreciation (depreciation)		5,887			11,274			1,865			2,394
Increase (decrease) in net assets resulting from operations		9,760			17,113			2,223			2,484
From Distributions to Shareholders
Net investment income, Class A		(224	)		(275	)		(293	)		(34	)
Net investment income, Class C		—			—			(50	)		(1	)
Net investment income, Class I		(143	)		—			(419	)		(5	)
Net realized short-term gains, Class A		—			—			—			(46	)
Net realized short-term gains, Class C		—			—			—			(4	)
Net realized short-term gains, Class I		—			—			—			(6	)
Net realized long-term gains, Class A		—			—			—			(75	)
Net realized long-term gains, Class C		—			—			—			(7	)
Net realized long-term gains, Class I		—			—			—			(9	)
Decrease in net assets from distributions to shareholders		(367	)		(275	)		(762	)		(187	)
From Share Transactions (See Note 6)
Change in net assets from share transactions, Class A		507			1,538			3,492			2,120
Change in net assets from share transactions, Class B		(200	)		(90	)		—			—
Change in net assets from share transactions, Class C		539			627			1,583			726
Change in net assets from share transactions, Class I		2,023			22,400			8,961			10,601
Increase (decrease) in net assets from share transactions		2,869			24,475			14,036			13,447
Net increase (decrease) in net assets		12,262			41,313			15,497			15,744
Net Assets
Beginning of period		97,957			56,644			22,114			6,370
End of period	$	110,219		$	97,957		$	37,611		$	22,114
Accumulated undistributed net investment income (loss) at end of period	$	151		$	233		$	(397	)	$	121

See Notes to Financial Statements

36

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

($ reported in thousands)

	Greater Asia ex Japan Opportunities Fund						Greater European Opportunities Fund
	Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012			Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	(4	)	$	41		$	25		$	69
Net realized gain (loss)		274			290			439			233
Net change in unrealized appreciation (depreciation)		394			830			730			1,039
Increase (decrease) in net assets resulting from operations		664			1,161			1,194			1,341
From Distributions to Shareholders
Net investment income, Class A		(54	)		(12	)		(58	)		(58	)
Net investment income, Class C		—			—	(1)		(1	)		—	(1)
Net investment income, Class I		(3	)		(2	)		(34	)		(3	)
Net realized short-term gains, Class A		(4	)		(38	)		(9	)		(8	)
Net realized short-term gains, Class C		—	(1)		(1	)		—	(1)		—	(1)
Net realized short-term gains, Class I		—	(1)		(2	)		(5	)		—	(1)
Net realized long-term gains, Class A		(268	)		(309	)		(202	)		(182	)
Net realized long-term gains, Class C		(7	)		(8	)		(6	)		(6	)
Net realized long-term gains, Class I		(10	)		(15	)		(100	)		(8	)
Decrease in net assets from distributions to shareholders		(346	)		(387	)		(415	)		(265	)
From Share Transactions (See Note 6)
Change in net assets from share transactions, Class A		968			(1,485	)		2,945			920
Change in net assets from share transactions, Class C		141			(12	)		138			12
Change in net assets from share transactions, Class I		98			37			579			(74	)
Increase (decrease) in net assets from share transactions		1,207			(1,460	)		3,662			858
Net increase (decrease) in net assets		1,525			(686	)		4,441			1,934
Net Assets
Beginning of period		8,910			9,596			6,855			4,921
End of period	$	10,435		$	8,910		$	11,296		$	6,855
Accumulated undistributed net investment income (loss) at end of period	$	(30	)	$	31		$	(31	)	$	37

⁽¹⁾ Amount is less than $500.

See Notes to Financial Statements

37

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

($ reported in thousands)

	International Equity Fund						International Real Estate Securities Fund
	Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012			Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	133		$	586		$	338		$	799
Net realized gain (loss)		(274	)		(346	)		419			(1,603	)
Net change in unrealized appreciation (depreciation)		2,429			3,073			2,651			7,113
Increase (decrease) in net assets resulting from operations		2,288			3,313			3,408			6,309
From Distributions to Shareholders
Net investment income, Class A		(2	)		(5	)		(406	)		(72	)
Net investment income, Class C		(1	)		(3	)		(119	)		(15	)
Net investment income, Class I		(294	)		(624	)		(2,099	)		(639	)
Net realized short-term gains, Class A		—			(3	)		—			—
Net realized short-term gains, Class C		—			(2	)		—			—
Net realized short-term gains, Class I		—			(331	)		—			—
Decrease in net assets from distributions to shareholders		(297	)		(968	)		(2,624	)		(726	)
From Share Transactions (See Note 6)
Change in net assets from share transactions, Class A		(14	)		(821	)		3,745			(58	)
Change in net assets from share transactions, Class C		1			6			165			306
Change in net assets from share transactions, Class I		(1,483	)		6,437			13			(914	)
Increase (decrease) in net assets from share transactions		(1,496	)		5,622			3,923			(666	)
Net increase (decrease) in net assets		495			7,967			4,707			4,917
Net Assets
Beginning of period		26,706			18,739			33,542			28,625
End of period	$	27,201		$	26,706		$	38,249		$	33,542
Accumulated undistributed net investment income (loss) at end of period	$	59		$	223		$	(2,428	)	$	(142	)

See Notes to Financial Statements

38

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

($ reported in thousands)

	International Small-Cap Fund
	Six Months Ended March 31, 2013 (Unaudited)			From inception September 5, 2012 to September 30, 2012
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	28		$	7
Net realized gain (loss)		45			—
Net change in unrealized appreciation (depreciation)		857			21
Increase (decrease) in net assets resulting from operations		930			28
From Distributions to Shareholders
Net investment income, Class A		—	(1)		—
Net investment income, Class C		—	(1)		—
Net investment income, Class I		(16	)		—
Net realized short-term gains, Class A		—	(1)		—
Net realized short-term gains, Class C		—	(1)		—
Net realized short-term gains, Class I		(4	)		—
Decrease in net assets from distributions to shareholders		(20	)		—
From Share Transactions (See Note 6)
Change in net assets from share transactions, Class A		50			100
Change in net assets from share transactions, Class C		4			106
Change in net assets from share transactions, Class I		3,557			2,808
Increase (decrease) in net assets from share transactions		3,611			3,014
Net increase (decrease) in net assets		4,521			3,042
Net Assets
Beginning of period		3,042			—
End of period	$	7,563		$	3,042
Accumulated undistributed net investment income (loss) at end of period	$	19		$	7

⁽¹⁾ Amount is less than $500.

See Notes to Financial Statements

39

VIRTUS OPPORTUNITIES TRUST

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)(2)			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 (in thousands)			Ratio of Net Operating Expenses to Average Net Assets(8)			Ratio of Gross Expenses to Average     Net Assets (before waivers and reimbursements)(8)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Emerging Markets
Debt Fund
Class A
10/1/12 to 3/31/13(9)		$	10.09		0.25			0.21			0.46			(0.25	)		(0.02	)		(0.27	)		0.19			$	10.28		4.42	%(4)		$	1,150		1.35	%(3)		1.56	%(3)		4.77	%(3)		45	%(4)
9/5/12(6) to 9/30/12			10.00		0.02			0.07			0.09			—			—			—			0.09				10.09		0.90	(4)			101		1.35	(3)		3.49	(3)		3.35	(3)		13	(4)
Class C
10/1/12 to 3/31/13(9)		$	10.09		0.20			0.21			0.41			(0.21	)		(0.02	)		(0.23	)		0.18			$	10.27		3.93	%(4)		$	139		2.10	%(3)		2.36	%(3)		3.85	%(3)		45	%(4)
9/5/12(6) to 9/30/12			10.00		0.02			0.07			0.09			—			—			—			0.09				10.09		0.90	(4)			110		2.10	(3)		4.26	(3)		2.63	(3)		13	(4)
Class I
10/1/12 to 3/31/13(9)		$	10.10		0.25			0.20			0.45			(0.26	)		(0.02	)		(0.28	)		0.17			$	10.27		4.45	%(4)		$	26,272		1.10	%(3)		1.37	%(3)		4.83	%(3)		45	%(4)
9/5/12(6) to 9/30/12			10.00		0.02			0.08			0.10			—			—			—			0.10				10.10		1.00	(4)			25,036		1.10	(3)		3.24	(3)		3.61	(3)		13	(4)
Emerging Markets
Equity Income Fund
Class A
10/1/12 to 3/31/13(9)		$	10.59		0.01			0.52			0.53			(0.01	)		(0.19	)		(0.20	)		0.33			$	10.92		4.96	%(4)		$	423		1.75	%(3)		3.01	%(3)		0.24	%(3)		47	%(4)
9/5/12(6) to 9/30/12			10.00		(0.01	)		0.60			0.59			—			—			—			0.59				10.59		5.90	(4)			106		1.75	(3)		10.28	(3)		(0.78	)(3)		37	(4)
Class C
10/1/12 to 3/31/13(9)		$	10.58		(0.02	)		0.52			0.50			—			(0.19	)		(0.19	)		0.31			$	10.89		4.68	%(4)		$	247		2.50	%(3)		3.86	%(3)		(0.42	)%(3)		47	%(4)
9/5/12(6) to 9/30/12			10.00		(0.01	)		0.59			0.58			—			—			—			0.58				10.58		5.80	(4)			106		2.50	(3)		11.03	(3)		(1.54	)(3)		37	(4)
Class I
10/1/12 to 3/31/13(9)		$	10.59		0.03			0.52			0.55			(0.02	)		(0.19	)		(0.21	)		0.34			$	10.93		5.13	%(4)		$	5,678		1.50	%		3.04	%(3)		0.57	%(3)		47	%(4)
9/5/12(6) to 9/30/12			10.00		—	(5)		0.59			0.59			—			—			—			0.59				10.59		5.90	(4)			5,082		1.50	(3)		10.03	(3)		(0.54	)(3)		37	(4)
Global Commodities
Stock Fund
Class A
10/1/12 to 3/31/13(9)		$	9.96		(0.01	)		(0.31	)		(0.32	)		(0.17	)		—			(0.17	)		(0.49	)		$	9.47		(3.19	)%(4)		$	1,288		1.65	%(3)		1.88	%(3)		(0.17	)%(3)		62	%(4)
10/1/11 to 9/30/12			8.16		—	(5)		1.82			1.82			(0.02	)		—			(0.02	)		1.80				9.96		22.30				936		1.65			1.91			(0.03	)		96
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
10/1/12 to 3/31/13(9)		$	9.87		(0.05	)		(0.31	)		(0.36	)		(0.12	)		—			(0.12	)		(0.48	)		$	9.39		(3.60	)%(4)		$	215		2.40	%(3)		2.63	%(3)		(0.97	)%(3)		62	%(4)
10/1/11 to 9/30/12			8.13		(0.08	)		1.82			1.74			—			—			—			1.74				9.87		21.40				117		2.40			2.60			(0.86	)		96
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
10/1/12 to 3/31/13(9)		$	9.98		—			(0.31	)		(0.31	)		(0.19	)		—			(0.19	)		(0.50	)		$	9.48		(3.13	)%(4)		$	27,701		1.40	%(3)		1.63	%(3)		0.07	%(3)		62	%
10/1/11 to 9/30/12			8.17		0.01			1.84			1.85			(0.04	)		—			(0.04	)		1.81				9.98		22.67				18,658		1.40			1.59			0.14			96
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)

The footnote legend is at the end of the financial highlights.

See Notes to Financial Statements

40

VIRTUS OPPORTUNITIES TRUST

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)(2)			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 (in thousands)			Ratio of Net Operating Expenses to Average Net Assets(8)			Ratio of Gross Expenses to Average     Net Assets (before waivers and reimbursements)(8)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Global Dividend
Fund
Class A
10/1/12 to 3/31/13(9)		$	12.88		0.15			0.85			1.00			(0.15	)		—			(0.15	)		0.85			$	13.73		7.92	%(4)		$	48,804		1.29	%(3)		1.29	%(3)		2.33	%(3)		0	%(4)
10/1/11 to 9/30/12			10.97		0.31			1.95			2.26			(0.35	)		—			(0.35	)		1.91				12.88		20.80				36,347		1.32			1.32			2.59			21
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
Class C
10/1/12 to 3/31/13(9)		$	12.85		0.10			0.86			0.96			(0.11	)		—			(0.11	)		0.85			$	13.70		7.50	%(4)		$	14,109		2.05	%(3)		2.05	%(3)		1.59	%(3)		0	%(4)
10/1/11 to 9/30/12			10.95		0.23			1.93			2.16			(0.26	)		—			(0.26	)		1.90				12.85		19.97				9,117		2.07			2.07			1.88			21
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
Class I
10/1/12 to 3/31/13(9)		$	12.89		0.17			0.85			1.02			(0.17	)		—			(0.17	)		0.85			$	13.74		7.97	%(4)		$	64,648		1.04	%(3)		1.04	%		2.57	%(3)		0	%(4)
10/1/11 to 9/30/12			10.97		0.35			1.95			2.30			(0.38	)		—			(0.38	)		1.92				12.89		21.19				48,830		1.07			1.07			2.85			21
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
10/1/12 to 3/31/13(9)		$	9.91		0.03			0.95			0.98			(0.03	)		—			(0.03	)		0.95			$	10.86		10.03	%(4)		$	78,907		1.55	%(3)		1.53	%(3)		0.53	%(3)		30	%(4)
10/1/11 to 9/30/12			7.91		0.05			1.99			2.04			(0.04	)		—			(0.04	)		2.00				9.91		25.80				71,592		1.55			1.55			0.53			73
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
Class B
10/1/12 to 3/31/13(9)		$	8.82		(0.01	)		0.86			0.85			—			—			—			0.85			$	9.67		9.64	%(4)		$	938		2.30	%(3)		2.27	%(3)		(0.27	)%(3)		30	%(4)
10/1/11 to 9/30/12			7.06		(0.02	)		1.78			1.76			—			—			—			1.76				8.82		24.93				1,048		2.30			2.30			(0.28	)		73
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

The footnote legend is at the end of the financial highlights.

See Notes to Financial Statements

41

VIRTUS OPPORTUNITIES TRUST

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)(2)			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 (in thousands)			Ratio of Net Operating Expenses to Average Net Assets(8)			Ratio of Gross Expenses to Average      Net Assets (before waivers and reimbursements)(8)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Global Opportunities
Fund (Continued)
Class C
10/1/12 to 3/31/13(9)		$	8.77		(0.01	)		0.85			0.84			—			—			—			0.84			$	9.61		9.69	%(4)		$	2,421		2.30	%(3)		2.28	%(3)		(0.18	)%(3)		30	%(4)
10/1/11 to 9/30/12			7.02		(0.02	)		1.77			1.75			—			—			—			1.75				8.77		24.93				1,700		2.30			2.30			(0.25	)		73
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
Class I
10/1/12 to 3/31/13(9)		$	9.91		0.04			0.96			1.00			(0.06	)		—			(0.06	)		0.94			$	10.85		10.13	%(4)		$	27,953		1.30	%(3)		1.32	%(3)		0.77	%(3)		30	%(4)
8/8/12(6) to 9/30/12(6)			9.38		—	(5)		0.53			0.53			—			—			—			0.53				9.91		5.54	(4)			23,617		1.30	(3)		1.30	(3)		0.02	(3)		73	(4)
Global Real Estate
Securities Fund
Class A
10/1/12 to 3/31/13(9)		$	22.40		0.20			1.71			1.91			(0.70	)		—			(0.70	)		1.21			$	23.61		8.64	%(4)		$	12,744		1.40	%(3)		1.70	%(3)		1.71	%(3)		5	%(4)
10/1/11 to 9/30/12			17.78		0.33			4.77			5.10			(0.11	)		(0.37	)		(0.48	)		4.62				22.40		29.21				8,695		1.40			2.37			1.61			31
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
10/1/12 to 3/31/13(9)		$	22.14		0.12			1.69			1.81			(0.62	)		—			(0.62	)		1.19			$	23.33		8.25	%(4)		$	3,050		2.15	%(3)		2.46	%(3)		1.06	%(3)		5	%(4)
10/1/11 to 9/30/12			17.65		0.17			4.72			4.89			(0.03	)		(0.37	)		(0.40	)		4.49				22.14		28.18				1,356		2.15			3.11			0.83			31
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
10/1/12 to 3/31/13(9)		$	22.51		0.23			1.72			1.95			(0.74	)		—			(0.74	)		1.21			$	23.72		8.80	%(4)		$	21,817		1.15	%(3)		1.46	%(3)		2.02	%(3)		5	%(4)
10/1/11 to 9/30/12			17.85		0.45			4.71			5.16			(0.13	)		(0.37	)		(0.50	)		4.66				22.51		29.50				12,063		1.15			1.93			2.04			31
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
10/1/12 to 3/31/13(9)		$	15.44		(0.01	)		1.06			1.05			(0.09	)		(0.46	)		(0.55	)		0.50			$	15.94		6.91	%(4)		$	9,631		1.80	%(3)		3.37	%(3)		(0.10	)%(3)		19	%(4)
10/1/11 to 9/30/12			13.93		0.07			1.99			2.06			(0.02	)		(0.53	)		(0.55	)		1.51				15.44		15.56				8,366		1.80			3.11			0.49			40
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)

The footnote legend is at the end of the financial highlights.

See Notes to Financial Statements

42

VIRTUS OPPORTUNITIES TRUST

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)(2)			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 (in thousands)			Ratio of Net Operating Expenses to Average Net Assets(8)			Ratio of Gross Expenses to Average     Net Assets (before waivers and reimbursements)(8)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Greater Asia ex Japan
Opportunities Fund
(Continued)
Class C
10/1/12 to 3/31/13(9)		$	15.19		(0.06	)		1.04			0.98			—			(0.46	)		(0.46	)		0.52			$	15.71		6.54	%(4)		$	381		2.55	%(3)		4.25	%(3)		(0.76	)%(3)		19	%(4)
10/1/11 to 9/30/12			13.79		(0.03	)		1.96			1.93			—			(0.53	)		(0.53	)		1.40				15.19		14.74				230		2.55			3.87			(0.22	)		40
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
10/1/12 to 3/31/13(9)		$	15.50		0.02			1.06			1.08			(0.13	)		(0.46	)		(0.59	)		0.49			$	15.99		7.12	%(4)		$	423		1.55	%(3)		3.16	%(3)		0.23	%(3)		19	%(4)
10/1/11 to 9/30/12			13.99		0.10			2.00			2.10			(0.06	)		(0.53	)		(0.59	)		1.51				15.50		15.80				314		1.55			2.76			0.70			40
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
10/1/12 to 3/31/13(9)		$	14.20		0.04			1.74			1.78			(0.12	)		(0.43	)		(0.55	)		1.23			$	15.43		12.70	%(4)		$	10,155		1.45	%(3)		2.38	%(3)		0.58	%(3)		69	%(4)
10/1/11 to 9/30/12			11.80		0.16			2.87			3.03			(0.15	)		(0.48	)		(0.63	)		2.40				14.20		26.75				6,513		1.45			2.82			1.26			49
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
10/1/12 to 3/31/13(9)		$	14.10		0.02			1.71			1.73			(0.06	)		(0.43	)		(0.49	)		1.24			$	15.34		12.40	%(4)		$	351		2.20	%(3)		3.05	%(3)		0.28	%(3)		69	%(4)
10/1/11 to 9/30/12			11.69		0.07			2.85			2.92			(0.03	)		(0.48	)		(0.51	)		2.41				14.10		25.73				187		2.20			3.57			0.52			49
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)
Class I
10/1/12 to 3/31/13(9)		$	14.23		(0.01	)		1.81			1.80			(0.14	)		(0.43	)		(0.57	)		1.23			$	15.46		12.83	%(4)		$	790		1.20	%(3)		2.06	%(3)		(0.14	)%(3)		69	%(4)
10/1/11 to 9/30/12			11.83		0.17			2.90			3.07			(0.19	)		(0.48	)		(0.67	)		2.40				14.23		26.99				155		1.20			2.57			1.32			49
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)
International Equity Fund
Class A
10/1/12 to 3/31/13(9)		$	10.87		0.04			0.93			0.97			(0.12	)		—			(0.12	)		0.85			$	11.72		8.87	%(4)		$	194		1.50	%(3)		1.68	%(3)		0.78	%(3)		9	%(4)
10/1/11 to 9/30/12			9.79		0.21			1.36			1.57			(0.30	)		(0.19	)		(0.49	)		1.08				10.87		16.58				193		1.50			1.80			2.02			25
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)		0	(4)

The footnote legend is at the end of the financial highlights.

See Notes to Financial Statements

43

VIRTUS OPPORTUNITIES TRUST

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)(2)			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 (in thousands)			Ratio of Net Operating Expenses to Average Net Assets(8)			Ratio of Gross Expenses to Average     Net Assets (before waivers and reimbursements)(8)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
International Equity Fund
(Continued)
Class C
10/1/12 to 3/31/13(9)		$	10.77		—	(5)		0.91			0.91			(0.10	)		—			(0.10	)		0.81			$	11.58		8.49	%(4)		$	125		2.25	%		2.43	%(3)		0.02	%(3)		9	%(4)
10/1/11 to 9/30/12			9.76		0.20			1.25			1.45			(0.25	)		(0.19	)		(0.44	)		1.01				10.77		15.37				115		2.25			2.51			1.94			25
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)		0	(4)
Class I
10/1/12 to 3/31/13(9)		$	10.82		0.06			0.92			0.98			(0.13	)		—			(0.13	)		0.85			$	11.67		9.08	%(4)		$	26,882		1.25	%		1.43	%(3)		1.00	%(3)		9	%(4)
10/1/11 to 9/30/12			9.80		0.30			1.26			1.56			(0.35	)		(0.19	)		(0.54	)		1.02				10.82		16.47				26,398		1.25			1.50			2.94			25
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)		0	(4)
International Real
Estate Securities Fund
Class A
10/1/12 to 3/31/13(9)		$	6.50		0.06			0.57			0.63			(0.49	)		—			(0.49	)		0.14			$	6.64		9.88	%(4)		$	7,772		1.50	%(3)		1.76	%(3)		1.92	%(3)		9	%(4)
10/1/11 to 9/30/12			5.23		0.16			1.24			1.40			(0.13	)		—			(0.13	)		1.27				6.50		27.35				3,916		1.50			1.85			2.69			41
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
10/1/12 to 3/31/13(9)		$	6.48		0.03			0.58			0.61			(0.47	)		—			(0.47	)		0.14			$	6.62		9.54	%(4)		$	1,724		2.25	%(3)		2.50	%(3)		0.98	%(3)		9	%(4)
10/1/11 to 9/30/12			5.20		0.12			1.24			1.36			(0.08	)		—			(0.08	)		1.28				6.48		26.36				1,531		2.25			2.60			2.04			41
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
10/1/12 to 3/31/13(9)		$	6.49		0.06			0.59			0.65			(0.50	)		—			(0.50	)		0.15			$	6.64		10.16	%(4)		$	28,753		1.25	%(3)		1.50	%(3)		1.95	%(3)		9	%(4)
10/1/11 to 9/30/12			5.23		0.17			1.25			1.42			(0.16	)		—			(0.16	)		1.26				6.49		27.74				28,095		1.25			1.59			2.92			41
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			3.31			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
International Small-Cap
Fund
Class A
10/1/12 to 3/31/13(9)		$	10.09		0.04			1.72			1.76			(0.02	)		(0.01	)		(0.03	)		1.73			$	11.82		17.49	%(4)		$	171		1.60	%(3)		3.38	%(3)		0.75	%(3)		12	%(4)
9/5/12(6) to 9/30/12			10.00		0.02			0.07			0.09			—			—			—			0.09				10.09		0.90	(4)			101		1.60	(3)		16.64	(3)		3.65	(3)		0	(4)

The footnote legend is at the end of the financial highlights.

See Notes to Financial Statements

44

VIRTUS OPPORTUNITIES TRUST

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)(2)			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 (in thousands)			Ratio of Net Operating Expenses to Average Net Assets(8)			Ratio of Gross Expenses to Average     Net Assets (before waivers and reimbursements)(8)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
International Small-Cap
Fund (Continued)
Class C
10/1/12 to 3/31/13(9)		$	10.09		(0.01	)		1.73		1.72		—	(5)		(0.01	)		(0.01	)		1.71		$	11.80		17.04	%(4)		$	130		2.35	%(3)		4.22	%(3)		(0.11	)%(3)		12	%(4)
9/5/12(6) to 9/30/12			10.00		0.02			0.07		0.09		—			—			—			0.09			10.09		0.90	(4)			107		2.35	(3)		17.43	(3)		2.86	(3)		0	(4)
Class I
10/1/12 to 3/31/13(9)		$	10.10		0.06			1.71		1.77		(0.03	)		(0.01	)		(0.04	)		1.73		$	11.83		17.56	%(4)		$	7,262		1.35	%(3)		3.07	%(3)		1.04	%(3)		12	%(4)
9/5/12(6) to 9/30/12			10.00		0.03			0.07		0.10		—			—			—			0.10			10.10		1.00	(4)			2,834		1.35	(3)		16.39	(3)		3.89	(3)		0	(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⁾  Unaudited.

See Notes to Financial Statements

45

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013 (Unaudited)

Note 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, 30 funds are offered for sale, of which 11 (each a “Fund”) are reported in this semiannual report.

Each Fund has a distinct investment objective and eight Funds are diversified. The Global Commodities Stock Fund, Global Real Estate Securities Fund and the International Real Estate Securities Fund are non-diversified Funds.

The Funds have the following investment objectives:

	Investment Objective(s)
Emerging Markets Debt Fund.	Total return from current income and capital appreciation
Emerging Markets Equity Income Fund.	Capital appreciation and income
Global Commodities Stock Fund	Long-term capital appreciation
Global Dividend Fund	Capital appreciation and current income
Global Opportunities Fund	Capital appreciation
Global Real Estate Securities Fund	Primary investment objective of long-term capital appreciation, with a secondary investment objective of income
Greater Asia ex Japan Opportunities Fund	Long-term capital appreciation
Greater European Opportunities Fund	Long-term capital appreciation
International Equity Fund	Long-term capital appreciation
International Real Estate Securities Fund	Primary investment objective of long-term capital appreciation, with a secondary investment objective of income
International Small-Cap Fund	Capital appreciation

There is no guarantee that a Fund will achieve its objective.

All the Funds offer Class A, Class C shares and 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 each Fund’s prospectus.

Class A shares of Emerging Markets Debt Fund are sold with a front-end sales charge of up to 3.75%. 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% CDSC if applicable, if redeemed within one year of purchase. Class I shares are sold without a front-end sales charge or CDSC.

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 Rule 12b-1 and/or shareholder servicing plan (“12b-1 plan”) and has exclusive voting rights with respect to such plans. 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.

Note 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 each Fund, which include, nightly price variance, as well as back-testing such as bi-weekly unchanged price, monthly secondary source and transaction analysis, have been approved by the Board of Trustees (the “Board” or the “Trustees”). All internally fair valued securities are approved by a valuation committee appointed by the Board. The valuation committee is comprised of the treasurer, assistant treasurer, and two other appropriate investment professionals of the Virtus Product Management team who previously have been identified to the Board. All internally fair valued securities, referred to below, are updated daily and reviewed in detail by the valuation committee monthly unless changes occur within the period. The valuation committee reviews the validity of the model inputs and any changes to the model. Fair valuations are ratified by the Board of Directors at least quarterly.

46

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENT (Continued)

MARCH 31, 2013 (Unaudited)

Each 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 a 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 non-U.S. 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 non-U.S. markets close (where the security is principally traded) and the time that a Fund calculates its net asset value (“NAV”) (generally, 4 p.m. Eastern time the close of the New York Stock Exchange (“NYSE”)) that may impact the value of securities traded in these non-U.S. markets. In such cases the Funds fair value non-U.S. securities using an independent pricing service which considers the correlation of the trading patterns of the non-U.S. 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 non-U.S. 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 such as treasury futures, 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 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 NAV determined as of the close of business of the NYSE each business day and are categorized as Level 1 in the hierarchy.

A summary of the inputs used to value the Funds’ net assets 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 Investment Income

Security transactions are recorded on the trade date. Realized gains and losses from the sales of securities are determined on the identified cost basis. Dividend income is recognized on the ex-dividend date, or in the case of certain foreign securities, as soon as a Fund is notified. Interest income is recorded on the accrual basis. Each Fund amortizes premiums and accretes discounts using the effective interest method.

Dividend income from REIT investments 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 intention 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.

Certain Funds 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 Funds has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. As of March 31, 2013, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the year 2009 forward (with limited exceptions).

47

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENT (Continued)

MARCH 31, 2013 (Unaudited)

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 together by a Fund and other affiliated mutual funds are allocated in proportion to the net assets of each Fund, except where allocation of direct expense to each such fund or an alternative allocation method can be more appropriately used.

In addition to the net annual operating expenses that a Fund bears directly, the shareholders of a Fund indirectly bear the Fund’s pro-rata expenses of the underlying mutual funds in which a Fund invests.

F. Foreign Currency Translation

Non U.S. investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at 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 non-U.S. 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 Funds do not isolate that portion of the results of operations arising from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

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 is the specific type of derivative instruments used by the Funds.

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 Funds as an unrealized gain or loss in the Statements of Operations. When the contract is closed or offset with the same counterparty, on settlement date, the Funds record 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 Statements 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 the 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.

Note 3. Investment Advisory Fee and Related Party Transactions

($ reported in thousands except as noted)

A. Adviser

Virtus Investment Advisers, Inc. (the “Adviser”), an indirect wholly-owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”), is the Adviser to the Trust. The Adviser manages the Funds’ investment programs and general operations of the Funds, including oversight of the Funds’ subadvisers.

As compensation for its services to the Funds, 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			$1 + Billion
Emerging Markets Debt Fund		0.75	%		0.70	%
Emerging Markets Equity Income Fund		1.05			1.00
Greater Asia ex Japan Opportunities Fund		1.00			0.95
Greater European Opportunities Fund		0.85			0.80
International Small-Cap Fund		1.00			0.95

	1st $1 Billion			$1+ Billion – $2 Billion			$2 + Billion
Global Commodities Stock Fund		1.00	%		0.95	%		0.90	%
Global Dividend 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
International Real Estate Securities Fund		1.00			0.95			0.90
	1st $2 Billion			$2 + Billion – $4 Billion			$4 + Billion
International Equity Fund		0.85	%		0.80	%		0.75	%

48

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENT (Continued)

MARCH 31, 2013 (Unaudited)

B. Subadvisers

The subadviser manages the investments of each Fund for which they are paid a fee by the Adviser. The subadvisers and the Funds they service are as follows:

Fund	Subadviser	Fund	Subadviser
Emerging Markets Debt Fund	NF(6)	Greater Asia ex Japan Opportunities Fund	Vontobel(4)
Emerging Markets Equity Income fund	KBI(2)	Greater European Opportunities Fund	Vontobel(4)
Global Commodities Stock Fund	BMO(5)	International Equity Fund	Pyrford(3)
Global Dividend Fund	DPIM(1)	International Real Estate Securities Fund	DPIM(1)
Global Opportunities Fund	Vontobel(4)	International Small-Cap Fund	KAR(7)
Global Real Estate Securities Fund	DPIM(1)

⁽¹⁾ Duff & Phelps Investment Management Co., an indirect, wholly-owned subsidiary of Virtus.

⁽²⁾ Kleinwort Benson Investors, International, Ltd

⁽³⁾ Pyrford International Ltd. An indirect wholly-owned subsidiary of the Bank of Montreal (“BoM”). BoM, through its subsidiary BMO Bankcorp, is a minority investor of Virtus.

⁽⁴⁾ Vontobel Asset Management, Inc.

⁽⁵⁾  BMO Asset Management Corp. (f/k/a Harris Investment Management, Inc.), an indirect, wholly-owned subsidiary of BoM. BoM, through its subsidiary BMO Bankcorp, is a minority investor of Virtus.

⁽⁶⁾  Newfleet Asset Management, LLC an indirect wholly-owned subsidiary of Virtus.

⁽⁷⁾  Kayne Anderson Rudnick Investment Management, LLC an indirect wholly-owned subsidiary of Virtus.

C. Expense Limits and Fee Waivers

The Adviser has voluntarily agreed to limit certain Fund’s total operating expenses (excluding taxes, extraordinary expenses and acquired fund fees and expenses, if any), so that such expenses do not exceed the below percentages of the Fund’s average daily net asset values as listed below. The Adviser may discontinue these voluntary expense caps at any time.

	Class A			Class B			Class C			Class I
Global Commodities Stock Fund		1.65	%		—	%		2.40	%		1.40	%
Global Opportunities Fund		1.55			2.30			2.30			1.30
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
International Equity Fund		1.50			—			2.25			1.25
International Real Estate Securities Fund		1.50			—			2.25			1.25

The Adviser has contractually agreed to limit the following Fund’s total operating expenses (excluding interest, taxes, and extraordinary expenses, if any) so that such expenses do not exceed the below percentages of the Fund’s average daily net asset values as listed below.

	Class A			Class C			Class I			Through Date
Emerging Markets Debt Fund		1.35	%		2.10	%		1.10	%		1/31/14
Emerging Markets Equity Income Fund		1.75			2.50			1.50			1/31/14
International Small-Cap Fund		1.60			2.35			1.35			1/31/14

D. Expense Recapture

For certain Funds the Adviser may recapture operating expenses waived or reimbursed under these arrangements, 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 or if none, the expense limitation in effect at the time of the waiver or reimbursement. All or a portion of the following Adviser reimbursed expenses may be recaptured as follows:

	Fiscal Year Ended
	2013		2014		2015		Total
Emerging Markets Debt Fund	$	—	$	—	$	35	$	35
Emerging Markets Equity Income Fund		—		—		29		29
Global Commodities Stock		—		85		38		123
Global Opportunities Fund		48		76		5		129
Global Real Estate Securities Fund		91		86		98		275
Greater Asia ex Japan Opportunities Fund		99		149		111		359
Greater European Opportunities Fund		79		83		78		240
International Equity Fund		16		106		51		173
International Real Estate Securities Fund		73		82		96		251
International Small Cap		—		—		30		30

E. Distributor

VP Distributors, LLC (“VP Distributors”), an indirect wholly-owned subsidiary of Virtus, serves as the distributor of each Fund’s shares and has advised the Funds that for the six-months (the “period”) ended March 31, 2013, it retained net commissions of $52 Class A shares and deferred sales charges of $—*, and $3 for Class B shares and Class C shares respectively.

* Amount less than $500.

49

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENT (Continued)

MARCH 31, 2013 (Unaudited)

In addition, each Fund pays VP Distributors distribution and/or service fees under a 12b-1 plan 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, the CDSC schedule of the original shares purchased continues to apply.

F. Administrator and Transfer Agent

Effective January 1, 2013, with the approval of the Board, VP Distributors LLC, the Fund’s former Administrator and Transfer Agent, assigned its rights and obligations under the Administration Agreement and Transfer Agency and Service Agreement to Virtus Fund Services, LLC, an indirect wholly-owned subsidiary of Virtus. For the period of October 1, 2012 to December 31, 2012, VP Distributors LLC served as the Administrator and Transfer Agent to the Funds. For the period of January 1, 2013 to March 31, 2013, Virtus Fund Services, LLC served as Administrator and Transfer Agent to the Funds.

For the period ended March 31, 2013, the Funds incurred administration fees from the Trust totaling $184 which are included in the Statements of Operations.

For the period ended March 31, 2013, the Funds incurred transfer agent fees from the Trust totaling $191 which are included in the Statements of Operations. A portion is paid to outside entities that also provide service to the Trust.

G. Affiliated Shareholders

At March 31, 2013, Virtus and its affiliates, BMO Bankcorp (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:

	Shares		Aggregate Net Asset Value
Emerging Markets Debt Fund
Class A		10,259	$	105
Class C		10,221		105
Class I		2,547,515		26,163
Emerging Markets Equity Income Fund
Class A		10,179		111
Class C		10,170		111
Class I		488,908		5,344
Global Commodities Stock Fund
Class C		10,133		95
Class I		2,655,171		25,171
Global Dividend Fund
Class I		3,240,910		44,530
Global Real Estate Securities Fund
Class A		103,993		2,455
Class C		12,765		298
Class I		574,898		13,637
International Equity Fund
Class A		10,600		124
Class C		10,500		122
International Real Estate Securities Fund
Class A		285,227		1,894
Class I		2,732,740		18,145
International Small-Cap Fund
Class A		10,029		119
Class C		10,008		118
Class I		281,024		3,324

4. Purchases and Sales of Securities

($ reported in thousands)

Purchases and sales of securities (excluding U.S. Government securities and agency securities, forward currency contracts, futures and short-term securities) during the period ended March 31, 2013, were as follows:

	Purchases		Sales
Emerging Markets Debt Fund	$	13,316	$	11,293
Emerging Markets Equity Income Fund		3,213		2,648
Global Commodities Stock Fund		24,522		14,150
Global Dividend Fund		27,126		—
Global Opportunities Fund		30,438		30,143
Global Real Estate Securities Fund		14,962		1,400
Greater Asia ex Japan Opportunities Fund		2,438		1,807
Greater European Opportunities Fund		9,455		6,407
International Equity Fund		2,354		4,019
International Real Estate Securities Fund		4,431		2,964
International Small-Cap Fund		3,639		595

50

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENT (Continued)

MARCH 31, 2013 (Unaudited)

Purchases and sales of long term U.S. Government and agency securities for the Funds during the period ended March 31,2013 were as follows:

	Purchases		Sales
Emerging Markets Debt Fund	$	149,188	$	293,125

5. Derivative Transactions

($ reported in thousands)

The International Equity Fund invested in derivative instruments during the reporting period in the form of forward currency contracts. The primary type of risk associated with the forward currency contracts is foreign exchange risk, associated with the conversion of foreign currency to U.S. dollars. The Fund may invest in forward currency contracts in an attempt to manage such risk and protect the U.S. dollar value of the portfolio.

For additional information on forward currency contracts in which the Fund invested in during the reporting period, refer to the Schedule of Investments and Note 2G.

The following is a summary of the Fund’s derivative instrument holdings categorized by primary risk exposure as of March 31, 2013 ($ reported in thousands):

Statements of Assets and Liabilities				Statements of Operations
Assets: Unrealized appreciation on forward currency contracts	$	—		Net realized gain (loss) on foreign currency transactions	$	(76	)
Liabilities: Unrealized depreciation on forward currency contracts		(28	)	Net change in unrealized appreciation (depreciation) on foreign currency translation		31
Net asset (liability) balance	$	(28	)	Total realized and unrealized gain(loss) on foreign currency transactions	$	(45	)

For the six months ended March 31,2013, the Fund’s average volume of derivative activities is as follows:

Forward Currency Contracts – Purchased(1)		Forward Currency Contracts – Sold(2)
	$285		$(2,534)

⁽¹⁾  Value at Settlement Date Payable.

⁽²⁾  Value at Settlement Date Receivable.

51

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENT (Continued)

MARCH 31, 2013

Note 6. Capital Share Transactions

(reported in thousands)

Transactions in shares of capital stock, during the periods ended as indicated below, were as follows:

	Emerging Markets Debt Fund										Emerging Markets Equity Income Fund
	Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012				Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES		AMOUNT		SHARES			AMOUNT			SHARES		AMOUNT
Class A
Sale of shares		102		$	1,054			10	$	100		33		$	369			10	$	100
Reinvestment of distributions		1			7			—		—		—	(1)		3			—		—
Shares repurchased		—	(1)		(5	)		—		—		(5	)		(52	)		—		—
Net Increase / (Decrease)		103		$	1,056			10	$	100		28		$	320			10	$	100
Class C
Sale of shares		2		$	24			11	$	109		12		$	139			10	$	100
Reinvestment of distributions		—	(1)		3			—		—		—	(1)		3			—		—
Shares repurchased		—			—			—		—		—	(1)		—	(2)		—		—
Net Increase / (Decrease)		2		$	27			11	$	109		12		$	142			10	$	100
Class I
Sale of shares		10		$	107			2,480	$	24,800		30		$	331			480	$	4,800
Reinvestment of distributions		68			698			—		—		9			100			—		—
Shares repurchased		—	(1)		—	(1)		—		—		—			—			—		—
Net Increase / (Decrease)		78		$	805			2,480	$	24,800		39		$	431			480	$	4,800

⁽¹⁾  Amount is less than 500.

	Global Commodities Stock Fund												Global Dividend Fund
	Six Months Ended March 31, 2013 (Unaudited)						Year Ended September  30, 2012						Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		60		$	563			140		$	1,240			1,123		$	14,710			1,597		$	19,592
Reinvestment of distributions		2			22			—	(1)		—	(1)		35			460			62			753
Shares repurchased		(20	)		(191	)		(71	)		(674	)		(426	)		(5,602	)		(944	)		(11,480	)
Net Increase / (Decrease)		42		$	394			69		$	566			732		$	9,568			715		$	8,865
Class C
Sale of shares		13		$	120			1		$	9			361		$	4,700			274		$	3,393
Reinvestment of distributions		—	(1)		2			—			—			5			71			9			113
Shares repurchased		(2	)		(18	)		(1	)		(11	)		(46	)		(596	)		(135	)		(1,608	)
Net Increase / (Decrease)		11		$	104			—	(1)	$	(2	)		320		$	4,175			148		$	1,898
Class I
Sale of shares		1,225		$	11,851			488		$	4,563			1,324		$	17,603			1,600		$	19,736
Reinvestment of distributions		44			411			9			83			50			657			101			1,234
Shares repurchased		(217	)		(2,068	)		(548	)		(5,050	)		(458	)		(5,934	)		(999	)		(12,391	)
Net Increase / (Decrease)		1,052		$	10,194			(51	)	$	(404	)		916		$	12,326			702		$	8,579

⁽¹⁾  Amount is less than 500.

52

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENT (Continued)

MARCH 31, 2013

	Global Opportunities Fund												Global Real Estate Securities Fund
	Six Months Ended March 31, 2013 (Unaudited)						Year Ended September  30, 2012						Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		1,028		$	10,722			4,217		$	37,925			249		$	5,737			307		$	6,515
Reinvestment of distributions		20			200			29			247			13			286			8			153
Shares repurchased		(1,010	)		(10,415	)		(3,966	)		(36,634	)		(110	)		(2,531	)		(224	)		(4,548	)
Net Increase / (Decrease)		38		$	507			280		$	1,538			152		$	3,492			91		$	2,120
Class B
Sale of shares		2		$	16			30		$	240			—		$	—			—		$	—
Shares repurchased		(24	)		(216	)		(41	)		(330	)		—			—			—			—
Net Increase / (Decrease)		(22	)	$	(200	)		(11	)	$	(90	)		—		$	—			—		$	—
Class C
Sale of shares		98		$	912			113		$	911			75		$	1,719			40		$	864
Reinvestment of distributions		—			—			—			—			2			49			1			11
Shares repurchased		(40	)		(373	)		(35	)		(284	)		(8	)		(185	)		(7	)		(149	)
Net Increase / (Decrease)		58		$	539			78		$	627			69		$	1,583			34		$	726
Class I
Sale of shares		226		$	2,371			2,383		$	22,400			398		$	9,284			516		$	10,922
Reinvestment of distributions		14			142			—			—			18			403			1			20
Shares repurchased		(47	)		(490	)		—			—			(31	)		(726	)		(16	)		(341	)
Net Increase / (Decrease)		193		$	2,023			2,383		$	22,400			385		$	8,961			501		$	10,601

	Greater Asia ex Japan Opportunities Fund												Greater European Opportunities Fund
	Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012						Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		79		$	1,233			12		$	170			248		$	3,722			64		$	852
Reinvestment of distributions		21			325			28			360			18			270			21			247
Shares repurchased		(38	)		(590	)		(153	)		(2,015	)		(68	)		(1,047	)		(14	)		(179	)
Net Increase / (Decrease)		62		$	968			(113	)	$	(1,485	)		198		$	2,945			71		$	920
Class C
Sale of shares		9		$	134			1		$	18			27		$	396			—	(1)	$	6
Reinvestment of distributions		—	(1)		7			1			8			—	(1)		7			1			6
Shares repurchased		—			—			(3	)		(38	)		(17	)		(265	)		—	(1)		—	(1)
Net Increase / (Decrease)		9		$	141			(1	)	$	(12	)		10		$	138			1		$	12
Class I
Sale of shares		6		$	98			16		$	223			269		$	3,987			8		$	100
Reinvestment of distributions		1			12			1			18			6			94			—	(1)		5
Shares repurchased		(1	)		(12	)		(15	)		(204	)		(235	)		(3,502	)		(15	)		(179	)
Net Increase / (Decrease)		6		$	98			2		$	37			40		$	579			(7	)	$	(74	)

53

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENT (Continued)

MARCH 31, 2013

	International Equity Fund												International Real Estate Securities Fund
	Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012						Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		2		$	24			8		$	88			575		$	3,796			200		$	1,197
Reinvestment of distributions		—	(1)		2			1			7			60			394			12			66
Shares repurchased		(3	)		(40	)		(88	)		(916	)		(67	)		(445	)		(230	)		(1,321	)
Net Increase / (Decrease)		(1	)	$	(14	)		(79	)	$	(821	)		568		$	3,745			(18	)	$	(58	)
Class C
Sale of shares		—	(1)	$	—	(1)		—	(1)	$	2			52		$	347			94		$	550
Reinvestment of distributions		—	(1)		1			—	(1)		4			15			99			2			12
Shares repurchased		—			—			—			—	(1)		(43	)		(281	)		(45	)		(256	)
Net Increase / (Decrease)		—	(1)	$	1			—	(1)	$	6			24		$	165			51		$	306
Class I
Sale of shares		36		$	401			724		$	7,394			458		$	3,008			1,993		$	11,674
Reinvestment of distributions		26			294			96			945			321			2,093			116			630
Shares repurchased		(197	)		(2,178	)		(186	)		(1,902	)		(773	)		(5,088	)		(2,447	)		(13,218	)
Net Increase / (Decrease)		(135	)	$	(1,483	)		634		$	6,437			6		$	13			(338	)	$	(914	)

⁽¹⁾  Amount is less than 500.

	International Small-Cap Fund
	Six Months Ended						Year Ended
	March 31, 2013 (Unaudited)						September 30, 2012
	SHARES			AMOUNT			SHARES		AMOUNT
Class A
Sale of shares		4		$	50			10	$	100
Reinvestment of distributions		—	(1)		—	(1)		—		—
Shares repurchased		—	(1)		—	(1)		—		—
Net Increase / (Decrease)		4		$	50			10	$	100
Class C
Sale of shares		1		$	6			11	$	106
Reinvestment of distributions		—	(1)		—	(1)		—		—
Shares repurchased		—	(1)		(2	)		—		—
Net Increase / (Decrease)		1		$	4			11	$	106
Class I
Sale of shares		332		$	3,544			281	$	2,808
Reinvestment of distributions		1			13			—		—
Shares repurchased		—			—			—		—
Net Increase / (Decrease)		333		$	3,557			281	$	2,808

⁽¹⁾ Amount is less than 500.

54

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENT (Continued)

MARCH 31, 2013 (Unaudited)

Note 7. 10% Shareholders

As of March 31, 2013, certain Funds had individual shareholder account(s) and/or omnibus shareholder account(s) (comprised of a group of individual shareholders), which individually amounted to more than 10% of the total shares outstanding of each such Fund as detailed below:

	% of Shares Outstanding			Number of Accounts
Emerging Markets Debt Fund		95	%	1*
Emerging Markets Equity Income Fund		84		1*
Global Commodities Stock Fund#		86		1*
Global Dividend Fund#		35		1*
Global Opportunities Fund		23		1
Global Real Estate Securities Fund		50		1*
Greater Asia ex Japan Opportunities Fund		75		2
Greater European Opportunities Fund		73		3*
International Equity Fund		91		3
International Real Estate Securities Fund#		47		1*
International Small-Cap Fund		66		3*

* Includes affiliated shareholder accounts.

^#  The Fund is owned by Virtus Alternatives Diversifier Fund. Virtus Alternatives Diversifier Fund does not invest in the underlying Funds for the purpose of exercising management or control; however, investments made may represent a significant portion of an underlying Fund’s net assets. At March 31, 2013, Virtus Alternatives Diversifier Fund was the owner of record of approximately 86% of the Global Commodities Stock Fund, 47% of the International Real Estate Securities Fund, and 35% of the Global Dividend Fund.

Note 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.

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 the Fund did not concentrate its investments in such sectors.

At March 31, 2013, the following Funds held securities issued by various companies in specific sectors as detailed below:

Fund	Sector	Percentage of Total Investments
Emerging Markets Debt Fund	Financial		35	%
Emerging Markets Equity Income Fund	Financial		27
Global Commodities Stock Fund	Materials		37
Global Commodities Stock Fund	Energy		30
Global Dividend Fund	Utilities		31
Global Dividend Fund	Energy		25
Global Opportunities Fund	Consumer Staples		32
Global Opportunities Fund	Financial		25
Global Real Estate Securities Fund	Retail REITS		28
Greater Asia ex Japan Opportunities Fund	Consumer Staples		33
Greater Asia ex Japan Opportunities Fund	Financial		27
Greater European Opportunities Fund	Consumer Staples		34
International Real Estate Securities Fund	Retail REITS		29

Note 9. Indemnifications

Under the Trust’s organizational documents, their trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Funds. Each Trustee has entered into an indemnification agreement with the Trust. In addition, in the normal course of business the Funds enter into contracts that provide a variety of indemnifications to other parties. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds and that have not occurred. However, the Funds have not had prior claims or losses pursuant to these arrangements and expect the risk of loss to be remote.

55

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENT (Continued)

MARCH 31, 2013 (Unaudited)

Note 10. Federal Income Tax Information

($ reported in thousands)

At September 30, 2012, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Funds were as follows:

Fund	Federal Tax Cost		Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation
Emerging Markets Debt Fund	$	26,476	$	823	$	(324	)	$	499
Emerging Markets Equity Income Fund		5,950		492		(153	)		339
Global Commoditities Stock Fund		28,399		2,693		(1,112	)		1,581
Global Dividend Fund		101,920		26,235		(1,057	)		25,178
Global Opportunities Fund		83,867		27,055		(1,835	)		25,220
Global Real Estate Securities Fund		33,848		3,923		(61	)		3,862
Greater Asia ex Japan Opportunities Fund		7,902		2,687		(247	)		2,440
Greater European Opportunities Fund		8,754		2,471		(94	)		2,377
International Equity Fund		23,239		4,136		(369	)		3,767
International Real Estate Securities Fund		33,495		4,622		(214	)		4,408
International Small-Cap Fund		6,953		879		(5	)		874

Certain Funds have capital loss carryovers available to offset future realized capital gains, through the indicated expiration dates shown below:

	2017		2018		2019		No Expiration		Total
Emerging Markets Debt Fund	$	—	$	—	$	—	$	15	$	15
Global Commodities Stock Fund		—		—		—		511		511
Global Dividend Fund		739		8,762		3,627		—		13,128
Global Opportunities Fund		—		17,083		—		—		17,083
International Equity Fund		—		—		—		219		219
International Real Estate Securities Fund		231		19,858		883		597		21,569

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.

Note 11. Illiquid and Restricted Securities

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 a 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 illiquid securities as defined above registered under the Securities Act of 1933 as amended (the “1933 Act”). Generally, 144A securities are excluded from this category, except where defined as illiquid.

Each Fund will bear any costs, including those involved in registration under the 1933 Act, in connection with the disposition of such securities.

At March 31, 2013, the Funds did not hold any illiquid and restricted Securities.

Note 12. Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-11 regarding “Disclosures about Offsetting Assets and Liabilities”. The amendments, which will be effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods, require an entity to disclose information about offsetting and related arrangements for assets and liabilities, financial instruments and derivatives that are either currently offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements. At this time, management is evaluating the implications of ASU No. 2011-11 and its impact on the financial statements has not yet been determined.

Note 13. 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 events require recognition or disclosure in the financial statements.

In early May, 2013, Pyrford International, Ltd. (“Pyrford”), the subadviser to the Virtus International Equity Fund (the “Fund”), notified the Fund’s investment adviser, Virtus Investment Advisers, Inc. (“VIA”) of its intention to resign as subadviser. In connection with that notice the Board of Trustees of the Fund voted to approve Euclid Advisors, LLC, (“Euclid”), an affiliate of VIA, as the new subadviser to the Fund on a temporary basis effective on or about May 22, 2013, and subject to shareholder approval, on an indefinite basis thereafter. The approval of the new subadviser is expected to be submitted to shareholders at a meeting held on or about July 9, 2013.

56

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS BY THE BOARD OF TRUSTEES

The Board of Trustees (the “Board”) of Virtus Opportunities Trust (the “Trust”) is responsible for determining whether to approve the continuation of the investment advisory agreement (the “Advisory Agreement”) between the Trust and Virtus Investment Advisers, Inc. (“VIA”) and of each subadvisory agreement (each, a “Subadvisory Agreement” and collectively, the “Subadvisory Agreements”) (together with the Advisory Agreement, the “Agreements”) with respect to the funds of the Trust, including Virtus Global Commodities Stock Fund, Virtus Global Dividend Fund, Virtus Global Opportunities Fund, Virtus Global Real Estate Securities Fund, Virtus Greater Asia ex Japan Opportunities Fund, Virtus Greater European Opportunities Fund, Virtus International Equity Fund and Virtus International Real Estate Securities Fund (each a “Fund” and together, the “Funds”) of the Trust. At an in-person meeting held on November 15, 2012, the Board, including a majority of the Trustees who are not interested persons of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, (the “Independent Trustees”), considered and approved the continuation of each Agreement due for renewal, as further discussed below.

In connection with the approval of the Agreements, the Board requested and evaluated information provided by VIA and each subadviser (each, a “Subadviser” and collectively, the “Subadvisers”) which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether the renewal of each of the Agreements would be in the best interests of each applicable Fund and its respective shareholders. The Board also considered information furnished throughout the year at regular Board meetings with respect to the services provided by VIA and the Subadvisers, including quarterly performance reports prepared by management containing reviews of investment results and periodic presentations from the Subadvisers with respect to the Fund(s) they manage. The Board noted the affiliation of certain of the Subadvisers with VIA and any potential conflicts of interest.

The Board was separately advised by independent legal counsel throughout the process. For each Agreement, the Board considered all the criteria separately with respect to the applicable Fund and its shareholders. In their deliberations, the Board 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 Agreements in private sessions with their independent legal counsel at which no representatives of management were present.

In considering whether to approve the renewal of the Agreements with respect to each Fund, the Board reviewed and analyzed the factors it deemed relevant, including: (1) the nature, extent and quality of the services to be provided to the Funds by VIA and each of the Subadvisers; (2) the performance of the Funds as compared to an appropriate peer group and an appropriate index; (3) the level and method of computing each Fund’s advisory and subadvisory fees, and comparisons of the Funds’ advisory fee rates with those of a group of funds with similar investment objectives; (4) the profitability of VIA under the Advisory Agreement; (5) any “fall-out” benefits to VIA, the Subadvisers and their affiliates (i.e., ancillary benefits realized by VIA, the Subadvisers or their affiliates from VIA’s or the applicable Subadviser’s relationship with the Trust); (6) the anticipated effect of growth in size on each Fund’s performance and expenses; (7) fees paid to VIA and the Subadvisers by comparable accounts, as applicable; (8) possible conflicts of interest; and (9) the terms of the Agreements.

Nature, Extent and Quality of Services

The Trustees received in advance of the meeting information in the form of questionnaires completed by VIA and each Subadviser, each concerning a number of topics, including such company’s investment philosophy, resources, operations and compliance structure. The Trustees also received a presentation by VIA’s senior management personnel, during which among other items, VIA’s history, investment process, investment strategies, personnel, compliance procedures and the firm’s overall performance were reviewed and discussed. The Trustees noted that the Funds are managed using a “manager of managers” structure that generally involves the use of one or more subadvisers to manage some or all of a Fund’s portfolio. Under this structure, VIA is responsible for the management of the Funds’ investment programs and day-to-day operations and for evaluating and selecting subadvisers on an ongoing basis and making any recommendations to the Board regarding hiring, retaining or replacing subadvisers. In considering the Agreement with VIA, the Board considered VIA’s process for supervising and managing the Funds’ subadvisers, including (a) VIA’s ability to select and monitor the subadvisers; (b) VIA’s ability to provide the services necessary to monitor the subadvisers’ compliance with the Funds’ respective investment objectives, policies and restrictions as well as provide other oversight activities; and (c) VIA’s ability and willingness to identify instances in which a subadviser should be replaced and to carry out the required changes. The Trustees also considered: (a) the experience and capability of VIA’s management and other personnel; (b) the financial condition of VIA, and whether it had the financial wherewithal to provide a high level and quality of services to the Funds; (c) the quality of VIA’s own regulatory and legal compliance policies, procedures and systems; (d) the nature, extent and quality of administrative and other services provided by VIA and its affiliates to the Funds; (e) VIA’s supervision of the Funds’ other service providers; and (f) VIA’s risk management processes. It was noted that affiliates of VIA serve as administrator and distributor to the Funds. The Board also took into account its knowledge of VIA’s management and the quality of the performance of VIA’s duties through Board meetings, discussions and reports during the preceding year, as well as information from the Trust’s Chief Compliance Officer (“CCO”) regarding the Funds’ compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act.

With respect to the services provided by each of the Subadvisers, the Board considered information provided to the Board by each Subadviser, including each Subadviser’s Form ADV, as well as information provided throughout the past year. With respect to the Subadvisory Agreements, the Board noted that each Subadviser provided portfolio management, compliance with the respective Funds’ investment policies and procedures, compliance with applicable securities laws and assurances thereof. The Board also noted that VIA’s and the Subadvisers’ management of the Funds is subject to the oversight of the Board and must be carried out in accordance with the investment objectives, policies and restrictions set forth in the Funds’ prospectuses and statement of additional information. In considering the renewal of the Subadvisory Agreements, the Board also considered each Subadviser’s investment management process, including (a) the experience and capability of the Subadviser’s management and other personnel committed by the Subadviser to the respective Funds; (b) the financial condition of the Subadviser; (c) the quality of the Subadviser’s regulatory and legal compliance policies, procedures and systems; and (d) the Subadviser’s brokerage and trading practices, including with respect to best execution and soft dollars. The Board also took into account the Subadviser’s risk assessment and monitoring process. The Board noted each Subadviser’s regulatory history, including whether it was currently involved in any regulatory actions or investigations as well as material litigation, and any settlements and amelioratory actions undertaken, as appropriate.

After considering all of the information provided to them, the Trustees concluded that the nature, extent and quality of the services provided by VIA and each Subadviser were satisfactory and that there was a reasonable basis on which to conclude that each would continue to provide a high quality of investment services to the applicable Fund.

57

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS BY THE BOARD OF TRUSTEES (Continued)

Investment Performance

The Board considered performance reports and discussions at Board meetings throughout the year, as well as a report (the “Lipper Report”) for the Funds prepared by Lipper Inc. (“Lipper”), an independent third party provider of investment company data, furnished in connection with the contract renewal process. The Lipper Report presented each Fund’s performance relative to a peer group of other mutual funds (the “Performance Universe”) and relevant indexes, as selected by Lipper. The Board also considered performance information presented by management and took into account management’s discussion of the same, including the effect of market conditions on each Fund’s performance. The Board evaluated each Fund’s performance in the context of the considerations that a “manager of managers” structure requires. The Board noted that it also reviews on a quarterly basis detailed information about both the Funds’ performance results and portfolio composition, as well as each Subadviser’s investment strategy. The Board noted VIA’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of each Subadviser. The Board also noted each Subadviser’s performance record with respect to a Fund. The Board was mindful of VIA’s focus on each Subadviser’s performance and noted VIA’s performance in monitoring and responding to any performance issues with respect to the Funds. The Board also took into account its discussions with management regarding factors that contributed to the performance of each Fund.

The Board considered, among other performance data, the information set forth below with respect to the performance of each Fund for the period ended September 30, 2012.

Global Commodities Stock Fund. The Board noted that the Fund underperformed the median of its Performance Universe and outperformed its benchmark for the 1-year period.

Virtus Global Dividend Fund. The Board noted that the Fund outperformed the median of its Performance Universe for the 1-, 3- and 5-year periods. The Board also noted that the Fund outperformed its benchmark for the 1-, 3- and 5-year periods.

Virtus Global Opportunities Fund. The Board noted that the Fund outperformed the median of its Performance Universe for the 1- and 3-year periods and underperformed the median of its Performance Universe for the 5- and 10-year periods. The Board also noted that the Fund outperformed its benchmark for the 1-, 3- and 5-year periods and underperformed its benchmark for the 10-year period.

Virtus Global Real Estate Securities Fund. The Board noted that the Fund outperformed the median of its Performance Universe for the 3-year period and underperformed the median of its Performance Universe for the 1-year period. The Board also noted that the Fund outperformed its benchmark for the 1- and 3-year periods.

Virtus Greater Asia ex Japan Opportunities Fund. The Board noted that the Fund outperformed the median of its Performance Universe for the 3-year period and underperformed the median of its Performance Universe for the 1-year period. The Board also noted that the Fund outperformed its benchmark for the 3-year period and underperformed its benchmark for the 1-year period.

Virtus Greater European Opportunities Fund. The Board noted that the Fund outperformed the median of its Performance Universe and outperformed its benchmark for the 1- and 3-year periods.

Virtus International Equity Fund. The Board noted that the Fund outperformed the median of its Performance Universe and outperformed its benchmark for the 1-year period.

Virtus International Real Estate Securities Fund. The Board noted that the Fund outperformed the median of its Performance Universe for the 3-year period and underperformed the median of its Performance Universe for the 1-year period. The Board also noted that the Fund outperformed its benchmark for the 1-year period and underperformed its benchmark for the 3-year period.

After reviewing these and related factors, the Board concluded that each Fund’s overall performance was satisfactory.

Management Fees and Total Expenses

The Board considered the fees charged to the Funds for advisory services as well as the total expense levels of the Funds. This information included comparisons of each Fund’s net management fee and total expense level to those of its peer group (the “Expense Group”). In comparing each Fund’s net management fee to that of comparable funds, the Board noted that such fee includes both advisory and administrative fees. The Board also noted that certain of the Funds had fee waivers and/or expense caps in place to limit the total expenses incurred by those Funds and their shareholders. The Board also noted that the subadvisory fees were paid by VIA out of its management fees rather than paid separately by the Funds. In this regard, the Board took into account management’s discussion with respect to the advisory/subadvisory fee structure, including the amount of the advisory fee retained by VIA after payment of the subadvisory fee. The Board also took into account the size of each of the Funds and the impact on expenses. The Subadvisers provided, and the Board considered, expense information of comparable accounts managed by the Subadvisers, as applicable.

In addition to the foregoing, the Board considered, among other data, the information set forth below with respect to each Fund’s fees and expenses. In each case, the Board took into account management’s discussion of the Fund’s expenses, including the type and size of the Fund relative to the other funds in its Expense Group.

Global Commodities Stock Fund. The Board considered that the Fund’s net management fee and net total expenses after waivers were above the median of the Expense Group.

Virtus Global Dividend Fund. The Board considered that the Fund’s net management fee and net total expenses were below the median of the Expense Group.

Virtus Global Opportunities Fund. The Board considered that the Fund’s net management fee and net total expenses were above the median of the Expense Group.

Virtus Global Real Estate Securities Fund. The Board considered that the Fund’s net management fee after waivers were below the median of the Expense Group and net total expenses after waivers were the same as the median of the Expense Group.

Virtus Greater Asia ex Japan Opportunities Fund. The Board considered that the Fund’s net management fee and net total expenses were above the median of the Expense Group.

58

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS BY THE BOARD OF TRUSTEES (Continued)

Virtus Greater European Opportunities Fund. The Board considered that the Fund’s net management fee and net total expenses after waivers were below the median of the Expense Group.

Virtus International Equity Fund. The Board considered that the Fund’s net management fee after waivers was below the median of the Expense Group and net total expenses after waivers were the same as the median of the Expense Group.

Virtus International Real Estate Securities Fund. The Board considered that the Fund’s net management fee was above the median of the Expense Group, and net total expenses were below the median of the Expense Group.

Based on the level and type of services provided, the Board determined that each Fund’s fees and expenses were reasonable. The Board concluded that the advisory and subadvisory fees for each Fund were fair and reasonable in light of the usual and customary charges made for services of the same nature and quality and the other factors considered.

Profitability

The Board also considered certain information relating to profitability that had been provided by VIA. In this regard, the Board considered information regarding the overall profitability, as well as on a Fund-by-Fund basis, of VIA for its management of the Trust, as well as its profits and those of its affiliates for managing and providing other services to the Trust, such as distribution and administrative services provided to the Funds by a VIA affiliate. In addition to the fees paid to VIA and its affiliates, including the applicable Subadvisers, the Board considered any other benefits derived by VIA or its affiliates from their relationship with the Funds. The Board reviewed the methodology used to allocate costs to each Fund, taking into account the fact that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. The Board concluded that the profitability to VIA and its affiliates from each Fund was reasonable in light of the quality of the services rendered to the Funds by VIA and its affiliates.

In considering the profitability to the Subadvisers in connection with their relationship to the Funds, the Board noted that the fees under the Subadvisory Agreements are paid by VIA out of the fees that VIA receives under the Advisory Agreement, so that Fund shareholders are not directly impacted by those fees. In considering the reasonableness of the fees payable by VIA to the affiliated Subadvisers, the Board noted that, because such Subadvisers are affiliates of VIA, such profitability might be directly or indirectly shared by VIA. In addition, with respect to BMO Asset Management Corp., Coxe Advisors LLP, Pyrford International Ltd. and Vontobel Asset Management, Inc., the unaffiliated Subadvisers, the Board relied on the ability of VIA to negotiate these Subadvisory Agreements and the fees thereunder at arm’s length. For each of the above reasons, the Board concluded that the profitability to the Subadvisers and their affiliates from their relationship with the Funds was not a material factor in approval of the Subadvisory Agreements.

Economies of Scale

The Board received and discussed information concerning whether VIA realizes economies of scale as the Funds’ assets grow. The Board noted that the management fees for several of the Funds included breakpoints based on assets under management, and that fee waivers and/or expense caps were also in place for certain Funds. The Board also took into account management’s discussion of the Funds’ management fee and subadvisory fee structure, including with respect to the Funds that do not currently have breakpoints. The Board also took into account the current size of the Funds. The Board concluded that no changes to the advisory fee structure of the Funds were necessary at this time. The Board noted that VIA and the Funds may realize certain economies of scale if the assets of the Funds were to increase, particularly in relationship to certain fixed costs, and that shareholders of the Funds would have an opportunity to benefit from these economies of scale.

For similar reasons as stated above with respect to the Subadvisers’ profitability, and based upon the current size of the Funds managed by each Subadviser, the Board concluded that the potential for economies of scale in the Subadvisers’ management of the Funds was not a material factor in the approval of the Subadvisory Agreements at this time.

Other Factors. The Board considered other benefits that may be realized by VIA and each Subadviser and their respective affiliates from their relationships with the applicable Fund. Among them, the Board recognized that VP Distributors, LLC, an affiliate of VIA, serves as the distributor for the Trust, and, as such, receives payments pursuant to Rule 12b-1 from the Funds to compensate it for providing shareholder services and selling activities, which could lead to growth in the Trust’s assets and corresponding benefits from such growth, including economies of scale. The Board noted that an affiliate of VIA also provides administrative services to the Trust. The Board noted management’s discussion of the fact that, while certain of the Subadvisers are affiliates of VIA, there are no other direct benefits to the Subadvisers 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 indirect benefits gained, including to the extent that serving the Funds could provide the opportunity to provide advisory services to additional portfolios of the Trust or certain reputational benefits.

Based on all of the foregoing considerations, the Board, determined that approval of each Agreement was in the best interests of each of the applicable Fund and its respective shareholders. Accordingly, the Board, and the Independent Trustees voting separately, approved the Agreements with respect to each Fund.

59

Virtus Emerging Markets Debt Fund,

a series of Virtus Opportunities Trust

Supplement dated March 11, 2013 to the Summary Prospectus and

Statutory Prospectus dated January 31, 2013

IMPORTANT NOTICE TO INVESTORS

The fund has modified its approach to managing duration.

Accordingly, the description of the fund’s duration strategy under “Principal Investment Strategies” in the fund’s summary prospectus and the summary section of the statutory prospectus is revised to state:

Under normal circumstances, the average duration of the fund’s portfolio will vary within three years (plus or minus) of the duration of its benchmark, the JP Morgan Emerging Markets Bond Index (EMBI) Global Diversified. As of September 30, 2012, the modified adjusted duration of the JP Morgan EMBI Global Diversified was 7.41 years.

Additionally, the paragraph describing the fund’s duration strategy under “Principal Investment Strategies” on page 134 of the statutory prospectus is hereby revised to read:

Duration measures the interest rate sensitivity of a fixed income security by assessing and weighting the present value of the security’s payment pattern. Generally, the longer the maturity, the greater the duration and, therefore, the greater effect interest rate changes have on the price of the security. Under normal circumstances, the average duration of the fund’s portfolio will vary within three years (plus or minus) of the duration of its benchmark, the JP Morgan Emerging Markets Bond Index (EMBI) Global Diversified. As of September 30, 2012, the modified adjusted duration of the JP Morgan EMBI Global Diversified was 7.41 years. Typically, for an index or fund maintaining a modified adjusted duration of 7.41 years, a one percent increase in interest rates would cause a 7.41% decrease in the value of the index’s or fund’s fixed income assets. Similarly, a one percent decrease in interest rates typically would cause the value of the index’s or fund’s assets to increase by 7.41%.

All other disclosure concerning the fund, including fees, expenses and portfolio management remains unchanged.

Investors should retain this supplement with the Prospectuses for future reference.

VOT 8020/EMDebt-Duration (3/2013)

Virtus Greater Asia ex Japan Opportunities Fund

and Virtus Greater European Opportunities Fund,

each a series of Virtus Opportunities Trust

Supplement dated March 28, 2013 to the Summary Prospectuses dated January 31, 2013

and the Statutory Prospectus dated January 31, 2013

THIS SUPPLEMENT SUPERCEDES THE SUPPLEMENT DATED MARCH 6, 2013 TO THE ABOVE-REFERENCED PROSPECTUSES. THIS SUPPLEMENT CONTAINS ADDITIONAL INFORMATION ABOUT THE PORTFOLIO MANAGEMENT TEAM FOR VIRTUS GREATER EUROPEAN OPPORTUNITIES FUND.

IMPORTANT NOTICE TO INVESTORS

The following changes are effective March 1, 2013.

Virtus Greater Asia ex Japan Opportunities Fund

The disclosure under “Portfolio Management” in the fund’s summary prospectus and summary section of the statutory prospectus is hereby revised to read:

ð Brian Bandsma, Portfolio Manager at Vontobel. Mr. Bandsma has served as a Co-Portfolio Manager of the fund since March 2013.

ð Rajiv Jain, Managing Director at Vontobel. Mr. Jain has served as the Lead Portfolio Manager of the fund since March 2013, and served as the sole Portfolio Manager of the fund from inception in April 2009 through February 2013.

Virtus Greater European Opportunities Fund

The disclosure under “Portfolio Management” in the fund’s summary prospectus and summary section of the statutory prospectus is hereby revised to read:

ð Matthew Benkendorf, Executive Director at Vontobel. Mr. Benkendorf has served as the Lead Portfolio Manager of the fund since March 2013, and served as the sole Portfolio Manager of the fund from inception in April 2009 through February 2013.

ð Rajiv Jain, Managing Director at Vontobel. Mr. Jain has served as a Co-Portfolio Manager of the fund since March 2013.

ð Daniel Kranson, CFA, Portfolio Manager at Vontobel. Mr. Kranson has served as a Co-Portfolio Manager of the fund since March 2013.

Both Funds

Under “Vontobel” on page 182 of the statutory prospectus, the rows of the table relating to the funds are hereby revised to read:

Virtus Greater Asia ex Japan Opportunities Fund	Brian Bandsma (since March 2013) Rajiv Jain (since the fund’s inception in 2009)
Virtus Greater European Opportunities Fund	Matthew Benkendorf (since the fund’s inception in 2009) Rajiv Jain (since March 2013) Daniel Kranson, CFA (since March 2013)

Additionally, the disclosure under the table is hereby revised to read:

Brian Bandsma. Mr. Bandsma is Portfolio Manager, Far East Equity ex Japan of Vontobel. He joined Vontobel in 2002 as a senior research analyst with a primary focus on information technology, financials, telecommunications and consumer discretionary stocks. Previously, he was a senior associate and analyst at Sanford C. Bernstein & Co. (from 1998 to 2002).

Matthew Benkendorf. Mr. Benkendorf is an Executive Director (since April 2012; previously Director from July 2009 to April 2012; Vice President from 2007 to 2009; and Assistant Vice President from 2005 to 2007) and a Senior Research Analyst of Vontobel. Mr. Benkendorf joined Vontobel in 1999 as a Portfolio Administrator. He has been working on the European equity strategy team since 2001.

Daniel Kranson, CFA. Mr. Kranson is Portfolio Manager, European Equity of Vontobel. He joined Vontobel in 2007 as a senior research analyst with a primary focus on consumer staples, energy, health care, and materials stocks. Previously, he was at Scout Capital Management as an analyst (from 2006 to 2007) and at Sanford C. Bernstein & Co. as a sell side analyst (from 1999 to 2006).

Rajiv Jain. Mr. Jain is a Managing Director (since 2002) of Vontobel. He joined Vontobel in 1994 as an equity analyst and associate manager of its international equity portfolios. He has been a portfolio manager of Vontobel’s global equity products since 2002.

All other disclosure concerning the funds, including fees, expenses and principal investment strategies remains unchanged.

Investors should retain this supplement with the Prospectuses for future reference.

VOT 8020/GrAsia&GrEuropeanPMAdds3 (3/2013)

Virtus International Equity Fund,

a series of Virtus Opportunities Trust (the “Trust”)

Supplement dated May 20, 2013 to the

Summary Prospectus and the Virtus Opportunities Trust Statutory Prospectus,

each dated January 31, 2013

IMPORTANT NOTICE TO INVESTORS

Effective on or about May 22, 2013, the Fund’s current subadviser, Pyrford International Ltd. (“Pyrford”), will be replaced by Euclid Advisors LLC, an affiliate of the Fund’s investment adviser, Virtus Investment Advisers, Inc. (“Adviser” or “VIA”).

Pyrford recently provided notice to VIA that Pyrford intended to terminate is service as subadviser to the Fund. In connection with that notice the Adviser recommended to the Board of Trustees of the Trust that the Fund appoint Euclid Advisors LLC (“Euclid” or “Subadviser”), which has a strong performance history in managing international equity products similar to the Fund, as the new subadviser to the Fund.

At a special meeting of the Board of Trustees held on May 14, 2013, the Trustees approved an interim subadvisory agreement between VIA and Euclid, an affiliate of VIA, with respect to the Fund (the “Interim Subadvisory Agreement”). In connection with Pyrford’s impending resignation, the Board decided to appoint Euclid as subadviser to the Fund effective May 22, 2013, or as soon as practicable thereafter, under the Interim Subadvisory Agreement and terminate the previous subadvisory agreement with Pyrford on such date. The Interim Subadvisory Agreement has a term of the earlier of 150 days or the date on which a new subadvisory agreement is entered into.

The Board of Trustees also approved and recommended for shareholder approval a new investment subadvisory agreement between VIA and the Euclid, with respect to the Fund (the “Subadvisory Agreement”). The Trustees approved, and recommended approval by shareholders at a Special Meeting of Shareholders to be held on July 9, 2013, the following proposal:

To approve a Subadvisory Agreement between Euclid Advisors LLC and Virtus Investment Advisers, Inc. on behalf of Virtus International Equity Fund.

As Subadviser, Euclid would be responsible for the day-to-day management of the Fund’s portfolio.

The Fund would pay no fee directly to Euclid as the Subadviser. Under the Interim Subadvisory Agreement and the Subadvisory Agreement, the fee to be paid by VIA to the Subadviser would be 50% of the net investment advisory fee. If approved, the Subadvisory Agreement would have an initial term through December 31, 2014. The Subadvisory Agreement would continue thereafter on a year-to-year basis with the approval of the Fund’s Trustees, including a majority of the Independent Trustees.

Information about Euclid

Euclid Advisors LLC has offices at 100 Pearl Street, Hartford, CT 06103 and 1540 Broadway, New York, NY 10036. Euclid is registered as an investment adviser under the Investment Advisers Act of 1940, and is a wholly-owned indirect subsidiary of Virtus. Founded in 1997, Euclid serves as subadviser to certain Virtus-sponsored mutual funds. As of March 31, 2013, Euclid had $7.3 billion of assets under management.

In managing the Fund, Euclid will use an investment process driven by bottom-up fundamental research and informed by top-down macro views. Top-down research will be utilized to make global and regional decisions, country selection, and sector selection. As part of the process, Euclid will take into account, among other things, monetary policy, geo-political factors, direction of interest rate movements, economic growth and outlook, and valuation. In evaluating securities for inclusion in the Fund, Euclid will apply a Cash Flow Return on Capital approach to valuation as well as fundamental analysis to assess the financial strength, franchise quality, and management capabilities of individual securities.

The following individual will serve as portfolio manager of the Fund:

Frederick A. Brimberg is Senior Managing Director and Senior Portfolio Manager at Euclid (since July 2012). Prior to joining Euclid, he was senior vice president and international portfolio manager at Avatar Associates (2006 to 2012), where he started the international strategy in 2006. Earlier, he was vice president and portfolio manager at ING Investment Management with a focus on the international separately managed account product. Mr. Brimberg’s career spans 30-plus years in investment management, trading, and capital markets, with various positions at Lexington Management, Brimberg & Co., and Lehman Brothers Kuhn Loeb Inc.

The Fund’s summary prospectus and statutory prospectus are hereby amended to reflect the change in principal investment strategies, subadviser and portfolio manager as described above, effective May 22, 2013.

For more information about the proposal being submitted to shareholders, please refer to the Fund’s Proxy Statement filed by Virtus Opportunities Trust with the Securities and Exchange Commission (“SEC”) on May 15, 2013 by visiting the SEC’s Web site at www.sec.gov. The Funds’ Proxy Statement will be mailed to shareholders of the Fund as of the record date.

Investors should retain this supplement with the Prospectuses for future reference.

VOT 8020/Int’lEquity SA (5/13)

Virtus Global Commodities Stock Fund, Virtus Global Dividend Fund,

Virtus Global Opportunities Fund, Virtus Global Real Estate Securities Fund,

Virtus Greater Asia ex Japan Opportunities Fund,

Virtus Greater European Opportunities Fund, Virtus International Equity Fund

and Virtus International Real Estate Securities Fund,

each a series of Virtus Opportunities Trust

Supplement dated May 22, 2013

to the Prospectuses dated January 31, 2013

IMPORTANT NOTICE TO INVESTORS

The following corrects after-tax performance information for Class A Shares appearing under “Average Annual Total Returns” in each fund’s summary prospectus and the summary section of the statutory prospectus.

VIRTUS GLOBAL COMMODITIES STOCK FUND

	1 Year		Since Inception (3/15/11)
Class A
Return Before Taxes		0.67%		-5.35%
Return After Taxes on Distributions		0.42%		-5.47%
Return After Taxes on Distributions and Sale of Fund Shares		0.82%		-4.50%
Class C
Return Before Taxes		5.97%		-2.90%
Class I
Return Before Taxes		7.09%		-1.92%
S&P 500® Index (reflects no deduction of fees, expenses or taxes)		16.00%		8.45%
MSCI AC World Commodity Producer Sector Capped Index (net) (reflects no deduction of fees, expenses or taxes)		6.84%		-4.87%

VIRTUS GLOBAL DIVIDEND FUND

	1 Year		5 Years		Class A and Class C Since Inception (12/30/04)		Class I Since Inception (6/6/08)
Class A
Return Before Taxes		4.78%		0.04%		6.41%		—
Return After Taxes on Distributions		4.36%		0.00%		6.09%		—
Return After Taxes on Distributions and Sale of Fund Shares		3.63%		0.35%		5.76%		—
Class C
Return Before Taxes		10.31%		0.50%		6.41%		—
Class I
Return Before Taxes		11.45%		—		—		2.69%
S&P 500® Index (reflects no deduction of fees, expenses or taxes)		16.00%		1.66%		4.23%		3.32%
Global Dividend Linked Benchmark (reflects no deduction of fees, expenses or taxes)		6.65%		-1.08%		6.09%		-0.20%

VIRTUS GLOBAL OPPORTUNITIES FUND

	1 Year		5 Years		10 Years		Class I Since Inception (8/8/12)
Class A
Return Before Taxes		12.54%		-1.72%		6.78%		—
Return After Taxes on Distributions		12.49%		-1.68%		6.59%		—
Return After Taxes on Distributions and Sale of Fund Shares		8.22%		-1.31%		6.05%		—
Class B
Return Before Taxes		14.50%		-1.26%		6.63%		—
Class C
Return Before Taxes		18.47%		-1.28%		6.62%		—
Class I
Return Before Taxes		—		—		—		8.30%
S&P 500® Index (reflects no deduction of fees, expenses or taxes)		16.00%		1.66%		7.10%		2.72%
MSCI AC World Index (net) (reflects no deduction of fees, expenses or taxes)		16.13%		-1.16%		8.11%		6.20%

VIRTUS GLOBAL REAL ESTATE SECURITIES FUND

	1 Year		Since Inception (3/2/09)
Class A
Return Before Taxes		16.30%		30.58%
Return After Taxes on Distributions		15.20%		28.00%
Return After Taxes on Distributions and Sale of Fund Shares		10.71%		25.56%
Class C
Return Before Taxes		22.45%		31.63%
Class I
Return Before Taxes		23.70%		32.97%
S&P 500® Index (reflects no deduction of fees, expenses or taxes)		16.00%		22.96%
FTSE EPRA/NAREIT Developed Rental Index (net) (reflects no deduction of fees, expenses or taxes)		22.54%		32.80%

VIRTUS GREATER ASIA EX JAPAN OPPORTUNITIES FUND

	1 Year		Since Inception (4/21/09)
Class A
Return Before Taxes		17.43%		18.12%
Return After Taxes on Distributions		17.01%		16.58%
Return After Taxes on Distributions and Sale of Fund Shares		12.32%		15.24%
Class C
Return Before Taxes		23.60%		19.12%
Class I
Return Before Taxes		24.89%		20.35%
S&P 500® Index (reflects no deduction of fees, expenses or taxes)		16.00%		16.94%
MSCI AC Asia Pacific ex Japan Index (net) (reflects no deduction of fees, expenses or taxes)		22.31%		18.87%

VIRTUS GREATER EUROPEAN OPPORTUNITIES FUND

	1 Year		Since Inception (4/21/09)
Class A
Return Before Taxes		18.42%		16.40%
Return After Taxes on Distributions		17.92%		15.44%
Return After Taxes on Distributions and Sale of Fund Shares		12.97%		14.30%
Class C
Return Before Taxes		24.75%		17.39%
Class I
Return Before Taxes		25.98%		18.56%
S&P 500® Index (reflects no deduction of fees, expenses or taxes)		16.00%		17.45%
MSCI Europe Index (net) (reflects no deduction of fees, expenses or taxes)		19.12%		14.27%

VIRTUS INTERNATIONAL EQUITY FUND

	1 Year		Since Inception (9/16/10)
Class A
Return Before Taxes		9.18%		5.82%
Return After Taxes on Distributions		9.20%		5.63%
Return After Taxes on Distributions and Sale of Fund Shares		6.82%		5.19%
Class C
Return Before Taxes		14.82%		7.60%
Class I
Return Before Taxes		15.99%		8.70%
S&P 500® Index (reflects no deduction of fees, expenses or taxes)		16.00%		13.31%
MSCI EAFE® Index (net) (reflects no deduction of fees, expenses or taxes)		17.32%		5.33%

VIRTUS INTERNATIONAL REAL ESTATE SECURITIES FUND

	1 Year		5 Years		Since Inception (10/1/07)
Class A
Return Before Taxes		27.11%		-0.11%		-2.27%
Return After Taxes on Distributions		24.30%		-1.66%		-3.81%
Return After Taxes on Distributions and Sale of Fund Shares		18.34%		-0.80%		-2.61%
Class C
Return Before Taxes		33.98%		0.35%		-1.89%
Class I
Return Before Taxes		35.25%		1.35%		-0.90%
S&P 500® Index (reflects no deduction of fees, expenses or taxes)		16.00%		1.66%		0.68%
FTSE EPRA/NAREIT Developed Rental ex U.S. Index (net) (reflects no deduction of fees, expenses or taxes)		30.76%		-0.49%		-2.79%

Investors should retain this supplement with the Prospectuses for future reference.

VOT 8020/InternationalFunds AfterTaxPerf (5/13)

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

Virtus Fund Services, LLC

100 Pearl Street

Hartford, CT 06103-4506

Custodians

JPMorgan Chase Bank NA

1 Chase Manhattan Plaza

New York, NY 10005-1401

The Bank of New York Mellon

One Wall Street

New York, NY 10005-2588

How to Contact Us

Mutual Fund Services 1-800-243-1574

Adviser Consulting Group 1-800-243-4361

Telephone Orders 1-800-367-5877

Web sitehttp://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.

P.O. Box 9874

Providence, RI 02940-8074

For more information about Virtus Mutual Funds, please call your financial representative, or contact us at 1-800-243-1574 or Virtus.com.

8031 05-13

SEMIANNUAL REPORT

Virtus Foreign Opportunities Fund*

March 31, 2013

TRUST NAME: VIRTUS OPPORTUNITIES TRUST

* Prospectus Supplement applicable to the Fund appears at the

back of this Semiannual Report.

Not FDIC Insured

No Bank Guarantee

May Lose Value

Table of Contents

Virtus Foreign Opportunities Fund

(“Foreign Opportunities Fund”)

Message to Shareholders	1
Disclosure of Fund Expenses	2
Schedule of Investments	4
Statement of Assets and Liabilities	7
Statement of Operations	8
Statement of Changes in Net Assets	9
Financial Highlights	10
Notes to Financial Statements	12
Consideration of Advisory and Subadvisory Agreements by the Board of Trustees	19

PROXY VOTING PROCEDURES AND VOTING RECORD (FORM N-PX)

The adviser and subadviser vote proxies relating to portfolio securities in accordance with procedures that have been approved by the Board of 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 were subject to the vagaries of the financial markets over the past six months. After getting off to a somewhat rocky start in the fourth quarter of 2012, the markets spent the remainder of the period in recovery, ending in positive territory. For the six-month-period ended March 31, 2013, broad equity markets surpassed fixed income markets by a large margin. The S&P 500® Index, a benchmark for U.S. equities, was up 10.2%, while international equities rose 9.6%, as measured by the MSCI All Country World Index (net). During that same period, the Barclays U.S. Aggregate Bond Index, which tracks the U.S. fixed income market, returned 0.1%. A consistent

“flight to quality” among global investors kept demand high for the 10-year U.S. Treasury, keeping its yield under 2%. The changing direction in investor sentiment is encouraging. While the economic situation in Europe and China remains tenuous, the U.S. economy appears to be on the mend, supported by signs of growth in hiring, consumer spending, and housing. In the months ahead, the onus is on the U.S. government to get the country on strong fiscal footing and on corporations to produce robust earnings, which will play a pivotal role in determining future market direction. Market uncertainty is a timely reminder of the importance of portfolio diversification. While diversification cannot guarantee a profit or prevent loss, owning a variety of asset classes may cushion your portfolio against inevitable market fluctuations. Your financial advisor can help you ensure that your portfolio is adequately diversified. Thank you for entrusting Virtus with your assets. We appreciate your business and remain committed to your long-term financial success. Sincerely, George R. Aylward President, Virtus Mutual Funds April 2013 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.

1

VIRTUS FOREIGN OPPORTUNITIES FUND

DISCLOSURE OF FUND EXPENSES (Unaudited)

FOR THE SIX-MONTH PERIOD OF OCTOBER 1, 2012 TO MARCH 31, 2013

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 in the first section 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.

2

VIRTUS FOREIGN OPPORTUNITIES FUND

DISCLOSURE OF FUND EXPENSES (Unaudited) (Continued)

FOR THE SIX-MONTH PERIOD OF OCTOBER 1, 2012 TO MARCH 31, 2013

Expense Table
	Beginning Account Value October 1, 2012		Ending Account Value March 31, 2013		Annualized Expense Ratio			Expenses Paid During Period*
Actual
Class A	$	1,000.00	$	1,096.60		1.47	%	$	7.68
Class C		1,000.00		1,092.40		2.22			11.58
Class I		1,000.00		1,098.20		1.21			6.33
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.51		1.47			7.42
Class C		1,000.00		1,013.72		2.22			11.21
Class I		1,000.00		1,018.82		1.21			6.11

* Expenses are equal to the Fund’s annualized expense ratio which is net of waived fees and reimbursed expenses, if applicable, multiplied by the average account value over the period, multiplied by the number of days (182) expenses were accrued in the most recent fiscal half-year, then divided by 365 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.

3

VIRTUS FOREIGN OPPORTUNITIES FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

ASSET ALLOCATIONS
The following table presents asset allocations within certain sectors as a percentage of total investments at March 31, 2013.
Consumer Staples	37	%
Financials	21
Consumer Discretionary	9
Industrials	9
Health Care	7
Energy	5
Materials	4
Other (includes short-term investments)	8
Total	100	%

	SHARES		VALUE
COMMON STOCKS—96.4%
Consumer Discretionary—8.6%
Barrat Developments plc (United Kingdom)(2)		2,537,299	$	10,567
Domino’s Pizza plc (United Kingdom)		2,207,927		20,213
Hermes International (France)		35,344		12,271
L’Occitane International SA (Hong Kong)		3,567,789		10,874
Luxottica Group SpA (Italy)		203,991		10,227
Paddy Power plc (Ireland)(2)		255,292		23,038
Persimmon plc (United Kingdom)		1,123,521		18,249
Sands China Ltd. (Hong Kong)		6,133,785		31,917
				137,356
Consumer Staples—36.9%
Anheuser-Busch InBev N.V. (Belgium)		361,911		35,837
British American Tobacco plc (United Kingdom)		1,705,311		91,390
Diageo plc (United Kingdom)		1,365,112		43,040

	SHARES		VALUE
Consumer Staples (continued)
Hindustan Unilever Ltd. (India)		1,911,469	$	16,420
ITC Ltd. (India)		7,543,278		42,977
L’Oreal S.A. (France)		152,071		24,113
Lindt & Spruengli AG (Switzerland)		6,724		25,875
Nestle S.A. Registered Shares (Switzerland)		880,335		63,663
Pernod-Ricard S.A. (France)		207,053		25,801
Philip Morris International, Inc. (United States)		890,684		82,575
SABMiller plc (United Kingdom)		976,277		51,385
Unilever N.V. (Netherlands)		1,742,607		71,380
Wal-Mart de Mexico S.A.B. de C.V. (Mexico)		4,862,579		15,905
				590,361
Energy—4.8%
Core Laboratories N.V. (Netherlands)		329,331		45,422
Enbridge, Inc. (Canada)		680,947		31,706
				77,128

See Notes to Financial Statements

4

VIRTUS FOREIGN OPPORTUNITIES FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
Financials—21.3%
Bank of Nova Scotia (Canada)		396,532	$	23,073
BNP Paribas SA (France)		455,485		23,378
Daito Trust Construction Co., Ltd. (Japan)		202,800		17,403
Housing Development Finance Corp. (India)		4,482,690		68,303
Housing Development Finance Corp. Bank Ltd. (India)		4,274,236		49,257
Housing Development Finance Corp. Bank Ltd. ADR (India)		2,898		109
HSBC Holdings plc (United Kingdom)		4,578,318		48,870
Link REIT (The) (Hong Kong)		1,442,099		7,865
Standard Chartered plc (United Kingdom)		1,812,283		46,909
UBS AG Registered Shares (Switzerland)		3,575,577		54,803
				339,970
Health Care—7.4%
Cie Generale D’optique Essilor International SA (France)		232,293		25,831
Novo Nordisk A/S Class B (Denmark)		230,444		37,441
Ramsay Health Care Ltd. (Australia)		483,632		16,278
Valeant Pharmaceuticals International, Inc. (Canada)(2)		526,069		39,492
				119,042
Industrials—9.1%
Bureau Veritas SA (France)		412,073		51,290
DKSH Holding AG (Switzerland)(2)		222,284		19,903
Rolls-Royce Holdings plc (United Kingdom)		1,534,276		26,343
SGS SA Registered Shares (Switzerland)		19,294		47,316
				144,852

	SHARES		VALUE
Information Technology—3.9%
Accenture plc Class A (Ireland)		291,968	$	22,181
SAP AG (Germany)		498,298		39,921
				62,102
Materials—4.4%
Fresnillo plc (United Kingdom)		975,375		20,096
Goldcorp, Inc. (Canada)		799,649		26,906
Newcrest Mining Ltd. (Australia)		1,097,764		22,982
				69,984
TOTAL COMMON STOCKS (Identified Cost $1,153,957)				1,540,795
TOTAL LONG TERM INVESTMENTS—96.4%
(Identified cost $1,153,957)				1,540,795
SHORT-TERM INVESTMENTS—4.0%
Money Market Mutual Funds—4.0%
Dreyfus Cash Management Fund—Institutional Shares (seven-day effective yield 0.050%)		63,771,830		63,772
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $63,772)				63,772
TOTAL INVESTMENTS—100.4% (Identified Cost $1,217,729)				1,604,567	(1)
Other assets and liabilities, net—(0.4)%				(6,497	)
NET ASSETS—100.0%			$	1,598,070

Abbreviations:

ADR American Depositary Receipt

REIT Real Estate investment Trust

FOOTNOTE LEGEND:

⁽¹⁾ Federal Income Tax Information: For tax information at March 31, 2013, see Note 8 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾  Non-income producing.

5

VIRTUS FOREIGN OPPORTUNITIES FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

Country Weightings†
United Kingdom	24	%
Switzerland	13
India	11
France	10
United States	9
Canada	8
Netherlands	7
Other	18
Total	100	%

† % of total investments as of March 31, 2013

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 U.S. Aggregate Bond Index

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

MSCI All Country World Index (Net)

The MSCI AC World Index (Net) is a free float-adjusted market capitalization-weighted index that measures equity performance of developed and emerging markets. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged and not available for direct investment.

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.

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices		Level 2 Significant Observable Inputs
Equity Securities:
Common Stocks	$	1,540,795	$	1,256,520	$	284,275
Short-term Investments		63,772		63,772		—
Total Investments	$	1,604,567	$	1,320,292	$	284,275

There are no Level 3 (significant unobservable inputs) priced securities.

Securities held by the Fund with an end of period value of $260,132 were transferred from Level 1 into Level 2 based on our valuation procedures for non-U.S. securities.

6

VIRTUS FOREIGN OPPORTUNITIES FUND

STATEMENT OF ASSETS AND LIABILITIES

MARCH 31, 2013 (Unaudited)

(Reported in thousands except shares and per share amounts)

Assets
Investment in securities at value(1)	$	1,604,567
Foreign currency at value(2)		645
Receivables
Fund shares sold		16,530
Dividends and interest receivable		6,274
Tax reclaims		1,679
Prepaid trustee retainer		9
Prepaid expenses		54
Total assets		1,629,758
Liabilities
Payables
Fund shares repurchased		2,455
Investment securities purchased		27,180
Investment advisory fee		1,110
Distribution and service fees		195
Administration fee		169
Transfer agent fees and expenses		398
Professional fee		31
Trustees’ fee and expenses		2
Other accrued expenses		148
Total liabilities		31,688
Net Assets	$	1,598,070
Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	1,433,678
Accumulated undistributed net investment income (loss)		2,787
Accumulated undistributed net realized gain (loss)		(225,146	)
Net unrealized appreciation (depreciation) on investments		386,751
Net Assets	$	1,598,070
Class A
Net asset value (net assets/shares outstanding) per share	$	27.68
Maximum offering price per share NAV/(1–5.75%)	$	29.37
Shares of beneficial interest outstanding, $0.001 par value, unlimited authorization		22,650,200
Net Assets	$	627,002
Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	27.50
Shares of beneficial interest outstanding, $0.001 par value, unlimited authorization		3,056,410
Net Assets	$	84,061
Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	27.70
Shares of beneficial interest outstanding, $0.001 par value, unlimited authorization		32,022,264
Net Assets	$	887,007
(1) Investment in securities at cost	$	1,217,729
(2) Foreign currency at cost	$	646

See Notes to Financial Statements

7

VIRTUS FOREIGN OPPORTUNITIES FUND

STATEMENT OF OPERATIONS

SIX MONTHS ENDED MARCH 31, 2013 (Unaudited)

($ reported in thousands)

Investment Income
Dividends	$	13,102
Foreign taxes withheld		(417	)
Total investment income		12,685
Expenses
Investment advisory fees		5,562
Service fees, Class A		610
Distribution and service fees, Class C		325
Administration fees		842
Transfer agent fee and expenses		1,089
Custodian fees		170
Printing fees and expenses		53
Professional fees		46
Registration fees		46
Trustees’ fee and expenses		28
Miscellaneous expenses		117
Total expenses		8,888
Net investment income (loss)		3,797
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		34,632
Net realized gain (loss) on foreign currency transactions		(184	)
Net change in unrealized appreciation (depreciation) on investments		85,569
Net change in unrealized appreciation (depreciation) on foreign currency translation		(70	)
Net gain (loss) on investments		119,947
Net increase (decrease) in net assets resulting from operations	$	123,744

See Notes to Financial Statements

8

VIRTUS FOREIGN OPPORTUNITIES FUND

STATEMENT OF CHANGES IN NET ASSETS

(Reported in thousands)

	Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	3,797		$	14,245
Net realized gain (loss)		34,448			111,601
Net change in unrealized appreciation (depreciation)		85,499			104,734
Increase (decrease) in net assets resulting from operations		123,744			230,580
From Distributions to Shareholders
Net investment income, Class A		(3,205	)		(6,356	)
Net investment income, Class C		(237	)		(218	)
Net investment income, Class I		(6,023	)		(14,928	)
Decrease in net assets from distributions to shareholders		(9,465	)		(21,502	)
From Share Transactions
Sale of shares
Class A (8,916 and 4,161 shares, respectively)		237,015			98,265
Class C (1,054 and 374 shares, respectively)		28,030			8,914
Class I (11,865 and 11,066 shares, respectively)		316,831			259,528
Reinvestment of distributions
Class A (112 and 262 shares, respectively)		2,948			5,769
Class C (7 and 8 shares, respectively)		188			171
Class I (200 and 602 shares, respectively)		5,253			13,255
Shares repurchased
Class A (2,039 and 5,403 shares, respectively)		(53,865	)		(123,580	)
Class C (167 and 443 shares, respectively)		(4,381	)		(10,199	)
Class I (6,500 and 13,179 shares, respectively)		(173,976	)		(312,001	)
Increase (decrease) in net assets from share transactions		358,043			(59,878	)
Net increase (decrease) in net assets		472,322			149,200
Net Assets
Beginning of period		1,125,748			976,548
End of period	$	1,598,070		$	1,125,748
Accumulated undistributed net investment income (loss) at end of period	$	2,787		$	8,455

See Notes to Financial Statements

9

VIRTUS FOREIGN OPPORTUNITIES FUND

FINANCIAL HIGHLIGHTS

SELECTED DATA FOR A SHARE OUTSTANDING

THROUGHOUT EACH PERIOD

	Net Asset Value, Beginning of Period			Net Investment Income (Loss)(2)			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(4)			Ratio of Gross Expenses to Average Net Assets (before waivers and reimbursements)(4)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Class A
10/1/12 to 3/31/13(7)		$	25.42		0.07			2.38			2.45			(0.19	)		—			(0.19	)		2.26			$	27.68		9.66	%(6)		$	627,002		1.47	%(5)		1.47	%(5)		0.53	%(5)		17	%(6)
10/1/11 to 9/30/12			20.83		0.27			4.73			5.00			(0.41	)		—			(0.41	)		4.59				25.42		24.34				398,166		1.45			1.45			1.16			47
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	(3)		1.39			0.78			129
Class C
10/1/12 to 3/31/13(7)		$	25.27		(0.03	)		2.36			2.33			(0.10	)		—			(0.10	)		2.23			$	27.50		9.24	%(6)		$	84,061		2.22	%(5)		2.22	%(5)		(0.23	)%(5)		17	%(6)
10/1/11 to 9/30/12			20.57		0.10			4.70			4.80			(0.10	)		—			(0.10	)		4.70				25.27		23.43				54,634		2.20			2.20			0.42			47
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	(3)		2.15			0.03			129

See Notes to Financial Statements

10

VIRTUS FOREIGN OPPORTUNITIES FUND

FINANCIAL HIGHLIGHTS (Continued)

SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING

THROUGHOUT EACH PERIOD

	Net Asset Value, Beginning of Period			Net Investment Income (Loss)(2)		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(4)			Ratio of Gross Expenses to Average Net Assets (before waivers and reimbursements)(4)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Class I
10/1/12 to 3/31/13(7)		$	25.43		0.09		2.40			2.49			(0.22	)		—			(0.22	)		2.27			$	27.70		9.82	%(6)		$	887,007		1.21	%(5)		1.21	%(5)		0.68	%(5)		17	%(6)
10/1/11 to 9/30/12			20.89		0.34		4.72			5.06			(0.52	)		—			(0.52	)		4.54				25.43		24.64				672,948		1.20			1.20			1.46			47
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	(3)		1.15			1.01			129

⁽¹⁾ Sales charges, where applicable, are not reflected in the total return calculation.

⁽²⁾ Computed using average shares outstanding.

⁽³⁾ Blended net expense ratio.

⁽⁴⁾ The Fund may invest in other funds, and the annualized expense ratios do not reflect fees and expenses associated with the underlying funds.

⁽⁵⁾  Annualized

⁽⁶⁾  Not annualized

⁽⁷⁾  Unaudited

See Notes to Financial Statements

11

VIRTUS FOREIGN OPPORTUNITIES FUND

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013 (Unaudited)

Note 1. Organization

Virtus Opportunities Trust (the “Trust”) is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company.

As of the date of this report, 30 funds are offered for sale, of which the Foreign Opportunities Fund (the “Fund”) is reported in this semiannual report. The Fund is diversified and has an investment objective of long-term capital appreciation. There is no guarantee the Fund will achieve its objective.

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 a certain period following purchases on which a finder’s fee has been paid. The period for which the CDSC applies for the Fund 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, applicable if redeemed within one year of purchase. Class I shares are sold without a front-end sales charge or CDSC.

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 Rule 12b-1 and/or shareholder service plan (“12b-1 plan”) and has exclusive voting rights with respect to such plans. 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.

Note 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, which include, nightly price variance, as well as back-testing such as bi-weekly unchanged price, monthly secondary source and transaction analysis, have been approved by the Board of Trustees (the “Board” or the “Trustees”). All internally fair valued securities are approved by a valuation committee appointed by the Board. The valuation committee is comprised of the treasurer, assistant treasurer, and two other appropriate investment professionals of the Virtus

12

VIRTUS FOREIGN OPPORTUNITIES FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

Product Management team who previously have been identified to the Board. All internally fair valued securities, referred to below, are updated daily and reviewed in detail by the valuation committee monthly unless changes occur within the period. The valuation committee reviews the validity of the model inputs and any changes to the model. Fair valuations are ratified by the Board of Directors at least quarterly.

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 non-U.S. 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 non-U.S. markets close (where the security is principally traded) and the time that the Fund calculates its net asset value (“NAV”) (generally 4 p.m. Eastern time, the close of the New York Stock Exchange (“NYSE”)) that may impact the value of securities traded in these non-U.S. markets. In such cases the Fund fair values non-U.S. securities using an independent pricing service which considers the correlation of the trading patterns of the non-U.S. 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 non-U.S. 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 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 NAV determined as of the close of regular trading on the NYSE each business day and are categorized as Level 1 in the hierarchy.

13

VIRTUS FOREIGN OPPORTUNITIES FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

A summary of the inputs used to value the Fund’s net assets 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 Investment Income

Security transactions are recorded on the trade date. Realized gains and losses from the sale of securities are determined on the identified cost basis. Dividend income is recognized 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.

C. Income Taxes

The Fund is treated as a separate taxable entity. It is the intention 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 March 31, 2013, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2009 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 together by the Fund and other affiliated mutual funds are allocated in proportion to the net assets of each such 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 operating expenses that the Fund bears directly, the shareholders of the Fund indirectly bear the Fund’s pro-rata expenses of any underlying mutual funds in which the Fund invests.

14

VIRTUS FOREIGN OPPORTUNITIES FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

F. Foreign Currency Translation

Non U.S. investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at 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 non-U.S. 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 Fund does not isolate that portion of the results of operations arising from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Note 3. Investment Advisory Fees and Related Party Transactions

($ reported in thousands except as noted)

A. Adviser

Virtus Investment Advisers, Inc. (the “Adviser”), an indirect, wholly-owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”), is the Adviser to the Trust. The Adviser manages the Fund’s investment program and general operations of the Fund, including oversight of the Fund’s subadviser.

As compensation for its services to 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.

B. Subadviser

The subadviser manages the investments of the Fund for which it is paid a fee by the Adviser. Vontobel Asset Management, Inc. is the subadviser to the Fund.

C. Distributor

VP Distributors, LLC (“VP Distributors”), an indirect wholly-owned subsidiary of Virtus, serves as the distributor of the Fund’s shares and has advised the Fund that for the six-months (the “period”) ended March 31, 2013, it retained net commissions of $67 for Class A shares and deferred sales charges of $3 for Class C shares.

In addition, the Fund pays VP Distributors distribution and/or service fees under a 12b-1 plan, as a percentage of the average daily net assets of each respective class at the annual rates as follows: Class A shares 0.25% and 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 NAV 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.

15

VIRTUS FOREIGN OPPORTUNITIES FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

D. Administrator and Transfer Agent

Effective January 1, 2013, with the approval of the Board, VP Distributors LLC, the Fund’s former Administrator and Transfer Agent, assigned its rights and obligations under the Administration Agreements and Transfer Agency and Service Agreement to Virtus Fund Services LLC, an indirect wholly-owned subsidiary of Virtus. For the period of October 1, 2012 to December 31, 2012, VP Distributors LLC, served as the Administrator and Transfer Agent to the Fund. For the period of January 1, 2013 to March 31, 2013 Virtus Fund Services LLC, served as the Administrator and Transfer Agent to the Fund.

For the period ended March 31, 2013, the Fund incurred administration fees from the Trust totaling $640 which are included in the Statement of Operations.

For the period ended March 31, 2013, the Fund incurred transfer agent fees from the Trust totaling $1,037 which are included in the Statement of Operations. A portion of these fees was paid to outside entities that also provide services to the Trust.

E. Affiliated Shareholders

At March 31, 2013, Virtus and its affiliates, BMO Bankcorp. (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:

	Shares		Aggregate Net Asset Value
Class A shares		2,670	$	74
Class I shares		355,991		9,861

Note 4. Purchases and Sales of Securities

($ reported in thousands)

Purchases and sales of securities (excluding U.S. Government and agency securities, and short-term securities) during the period ended March 31, 2013, were as follows:

Purchases		Sales
$	539,091	$	210,732

There were no purchases or sales of long-term U.S. Government and agency securities.

Note 5. 10% Shareholders

As of March 31, 2013, the Fund had individual shareholder account(s) and/or omnibus shareholder account(s) (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 Outstanding			Number of Accounts
	24	%		2

The shareholders are not affiliated with Virtus.

16

VIRTUS FOREIGN OPPORTUNITIES FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

Note 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 the 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 March 31, 2013, the Fund held securities issued by various companies in the consumer staples sector, representing 37% of the total investments of the Fund.

Note 7. Indemnifications

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Fund. Each Trustee has also entered into an indemnification agreement with the Trust. In addition in the normal course of business, the Fund enters into contracts that provide a variety of indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund and that have not occurred. However, the Fund has not had prior claims or losses pursuant to these arrangements and expect the risk of loss to be remote.

Note 8. Federal Income Tax Information

($ reported in thousands)

At March 31, 2013, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Fund were as follows:

Federal Tax Cost	Unrealized Appreciation	Unrealized Depreciation	Net Unrealized Appreciation (Depreciation)
$1,226,617	$405,406	$(27,456)	$377,950

The Fund has capital loss carryovers available to offset future realized capital gains, through the indicated expiration dates shown below:

2017	2018	Total
$25,825	$224,240	$250,065

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.

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.

Note 9. Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-11 regarding “Disclosures about Offsetting Assets and Liabilities”.

17

VIRTUS FOREIGN OPPORTUNITIES FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

The amendments, which will be effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods, require an entity to disclose information about offsetting and related arrangements for assets and liabilities, financial instruments and derivatives that are either currently offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements. At this time, management is evaluating the implications of ASU No. 2011-11 and its impact on the financial statements has not yet been determined.

Note 10. 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 there are no subsequent events requiring recognition or disclosure in the financial statements.

18

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

BY THE BOARD OF TRUSTEES

The Board of Trustees (the “Board”) of Virtus Opportunities Trust (the “Trust”) is responsible for determining whether to approve the continuation of the investment advisory agreement (the “Advisory Agreement”) between the Trust and Virtus Investment Advisers, Inc. (“VIA”) and of the subadvisory agreement (the “Subadvisory Agreement”) (together with the Advisory Agreement, the “Agreements”) with respect to the funds of the Trust, including Virtus Foreign Opportunities Fund (the “Fund”). At an in-person meeting held on November 15, 2012, the Board, including a majority of the Trustees who are not interested persons of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, (the “Independent Trustees”), considered and approved the continuation of each Agreement due for renewal, as further discussed below.

In connection with the approval of the Agreements, the Board requested and evaluated information provided by VIA and the subadviser (the “Subadviser”) which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether the renewal of each of the Agreements would be in the best interests of the Fund and its shareholders. The Board also considered information furnished throughout the year at regular Board meetings with respect to the services provided by VIA and the Subadviser, including quarterly performance reports prepared by management containing reviews of investment results and periodic presentations from the Subadviser with respect to the Fund. The Board noted the affiliation of the Subadviser with VIA and any potential conflicts of interest.

The Board was separately advised by independent legal counsel throughout the process. For each Agreement, the Board considered all the criteria separately with respect to the Fund and its shareholders. In their deliberations, the Board 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 Agreements in private sessions with their independent legal counsel at which no representatives of management were present.

In considering whether to approve the renewal of the Agreements with respect to the Fund, the Board reviewed and analyzed the factors it deemed relevant, including: (1) the nature, extent and quality of the services to be provided to the Fund by VIA and the Subadviser; (2) the performance of the Fund as compared to an appropriate peer group and an appropriate index; (3) the level and method of computing the Fund’s advisory and subadvisory fees, and comparisons of the Fund’s advisory fee rates with those of a group of funds with similar investment objectives; (4) the profitability of VIA under the Advisory Agreement; (5) any “fall-out” benefits to VIA, the Subadviser and their affiliates (i.e., ancillary benefits realized by VIA, the Subadviser or their affiliates from VIA’s or the Subadviser’s relationship with the Trust); (6) the anticipated effect of growth in size on the Fund’s performance and expenses; (7) fees paid to VIA and the Subadviser by comparable accounts, as applicable; (8) possible conflicts of interest; and (9) the terms of the Agreements.

Nature, Extent and Quality of Services

The Trustees received in advance of the meeting information in the form of questionnaires completed by VIA and the Subadviser, each concerning a number of topics, including such company’s investment philosophy, resources, operations and compliance structure. The Trustees also received a presentation by VIA’s senior management personnel, during which among other items, VIA’s history, investment process, investment strategies, personnel, compliance procedures and the firm’s overall performance were reviewed and discussed. The Trustees noted that the Fund is managed using a “manager of managers” structure that generally involves the use of one or more subadvisers to manage some or all of a Fund’s

19

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

BY THE BOARD OF TRUSTEES (Continued)

portfolio. Under this structure, VIA is responsible for the management of the Fund’s investment programs and day-to-day operations and for evaluating and selecting subadvisers on an ongoing basis and making any recommendations to the Board regarding hiring, retaining or replacing subadvisers. In considering the Agreement with VIA, the Board considered VIA’s process for supervising and managing the Fund’s subadviser, including (a) VIA’s ability to select and monitor the subadviser; (b) VIA’s ability to provide the services necessary to monitor the subadvisers’ compliance with the Fund’s investment objectives, policies and restrictions as well as provide other oversight activities; and (c) VIA’s ability and willingness to identify instances in which a subadviser should be replaced and to carry out the required changes. The Trustees also considered: (a) the experience and capability of VIA’s management and other personnel; (b) the financial condition of VIA, and whether it had the financial wherewithal to provide a high level and quality of services to the Fund; (c) the quality of VIA’s own regulatory and legal compliance policies, procedures and systems; (d) the nature, extent and quality of administrative and other services provided by VIA and its affiliates to the Fund; (e) VIA’s supervision of the Fund’s other service providers; and (f) VIA’s risk management processes. It was noted that affiliates of VIA serve as administrator and distributor to the Fund. The Board also took into account its knowledge of VIA’s management and the quality of the performance of VIA’s duties through Board meetings, discussions and reports during the preceding year, as well as information from the Trust’s Chief Compliance Officer (“CCO”) regarding the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act.

With respect to the services provided by the Subadviser, the Board considered information provided to the Board by the Subadviser, including the Subadviser’s Form ADV, as well as information provided throughout the past year. With respect to the Subadvisory Agreement, the Board noted that the Subadviser provided portfolio management, compliance with the Fund’s investment policies and procedures, compliance with applicable securities laws and assurances thereof. The Board also noted that VIA’s and the Subadviser’s management of the Fund is subject to the oversight of the Board and must be carried out in accordance with the investment objectives, policies and restrictions set forth in the Fund’s prospectus and statement of additional information. In considering the renewal of the Subadvisory Agreement, the Board also considered the Subadviser’s investment management process, including (a) the experience and capability of the Subadviser’s management and other personnel committed by the Subadviser to the Fund; (b) the financial condition of the Subadviser; (c) the quality of the Subadviser’s regulatory and legal compliance policies, procedures and systems; and (d) the Subadviser’s brokerage and trading practices, including with respect to best execution and soft dollars. The Board also took into account the Subadviser’s risk assessment and monitoring process. The Board noted the Subadviser’s regulatory history, including whether it was currently involved in any regulatory actions or investigations as well as material litigation, and any settlements and amelioratory actions undertaken, as appropriate.

After considering all of the information provided to them, the Trustees concluded that the nature, extent and quality of the services provided by VIA and the Subadviser were satisfactory and that there was a reasonable basis on which to conclude that each would continue to provide a high quality of investment services to the Fund.

Investment Performance

The Board considered performance reports and discussions at Board meetings throughout the year, as well as a report (the “Lipper Report”) for the Fund prepared by Lipper Inc. (“Lipper”), an independent third party provider of investment company data, furnished in connection with the contract renewal process. The Lipper Report presented the Fund’s performance relative to a peer group of other mutual funds (the “Performance Universe”) and relevant indexes, as

20

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

BY THE BOARD OF TRUSTEES (Continued)

selected by Lipper. The Board also considered performance information presented by management and took into account management’s discussion of the same, including the effect of market conditions on the Fund’s performance. The Board evaluated the Fund’s performance in the context of the considerations that a “manager of managers” structure requires. The Board noted that it also reviews on a quarterly basis detailed information about both the Fund’s performance results and portfolio composition, as well as the Subadviser’s investment strategy. The Board noted VIA’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadviser. The Board also noted the Subadviser’s performance record with respect to a Fund. The Board was mindful of VIA’s focus on the Subadviser’s performance and noted VIA’s performance in monitoring and responding to any performance issues with respect to the Fund. The Board also took into account its discussions with management regarding factors that contributed to the performance of the Fund.

The Board considered, among other performance data, the information set forth below with respect to the performance of the Fund for the period ended September 30, 2012.

The Board noted that the Fund outperformed the median of its Performance Universe and outperformed its benchmark for the 1-, 3-, 5- and 10- year periods.

After reviewing these and related factors, the Board concluded that the Fund’s overall performance was satisfactory.

Management Fees and Total Expenses

The Board considered the fees charged to the Fund for advisory services as well as the total expense levels of the Fund. This information included comparisons of the Fund’s net management fee and total expense level to those of its peer group (the “Expense Group”). In comparing the Fund’s net management fee to that of comparable funds, the Board noted that such fee includes both advisory and administrative fees. The Board also noted that the subadvisory fee was paid by VIA out of its management fees rather than paid separately by the Fund. In this regard, the Board took into account management’s discussion with respect to the advisory/subadvisory fee structure, including the amount of the advisory fee retained by VIA after payment of the subadvisory fee. The Board also took into account the size of the Fund and the impact on expenses. The Subadviser provided, and the Board considered, expense information of comparable accounts managed by the Subadviser, as applicable.

In addition to the foregoing, the Board considered, among other data, the information set forth below with respect to the Fund’s fees and expenses. In each case, the Board took into account management’s discussion of the Fund’s expenses, including the type and size of the Fund relative to the other funds in its Expense Group.

The Board considered that the Fund’s net management fee and net total expenses were above the median of the Expense Group.

Based on the level and type of services provided, the Board determined that the Fund’s fees and expenses were reasonable. The Board concluded that the advisory and subadvisory fees for the Fund were fair and reasonable in light of the usual and customary charges made for services of the same nature and quality and the other factors considered.

Profitability

The Board also considered certain information relating to profitability that had been provided by VIA. In this regard, the Board considered information regarding the overall profitability, as well as on a Fund-by-Fund basis, of VIA for its management of the Trust, as well as its profits and those of its affiliates for managing and providing other services to the Trust, such as distribution and

21

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

BY THE BOARD OF TRUSTEES (Continued)

administrative services provided to the Funds by a VIA affiliate. In addition to the fees paid to VIA and its affiliates, including the Subadviser, the Board considered any other benefits derived by VIA or its affiliates from their relationship with the Fund. The Board reviewed the methodology used to allocate costs to the Fund, taking into account the fact that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. The Board concluded that the profitability to VIA and its affiliates from the Fund was reasonable in light of the quality of the services rendered to the Fund by VIA and its affiliates.

In considering the profitability to the Subadviser in connection with its relationship to the Fund, the Board noted that the fees under the Subadvisory Agreement are paid by VIA out of the fees that VIA receives under the Advisory Agreement, so that Fund shareholders are not directly impacted by those fees. In addition, because Vontobel Asset Management, Inc., is an unaffiliated Subadviser, the Board relied on the ability of VIA to negotiate the Subadvisory Agreement and the fees thereunder at arm’s length. For each of the above reasons, the Board concluded that the profitability to the Subadviser and its affiliates from their relationship with the Fund was not a material factor in approval of the Subadvisory Agreement.

Economies of Scale

The Board received and discussed information concerning whether VIA realizes economies of scale as the Fund’s assets grow. The Board noted that the management fees for the Fund included breakpoints based on assets under management. The Board also took into account management’s discussion of the Fund’s management fee and subadvisory fee structure. The Board also took into account the current size of the Fund. The Board concluded that no change to the advisory fee structure of the Fund was necessary at this time. The Board noted that VIA and the Fund may realize certain economies of scale if the assets of the Fund were to increase, particularly in relationship to certain fixed costs, and that shareholders of the Fund would have an opportunity to benefit from these economies of scale.

For similar reasons as stated above with respect to the Subadviser’s profitability, and based upon the current size of the Fund managed by the Subadviser, the Board concluded that the potential for economies of scale in the Subadviser’s management of the Fund was not a material factor in the approval of the Subadvisory Agreement at this time.

Other Factors. The Board considered other benefits that may be realized by VIA and the Subadviser and their respective affiliates from their relationships with the Fund. Among them, the Board recognized that VP Distributors, LLC, an affiliate of VIA, serves as the distributor for the Trust, and, as such, receives payments pursuant to Rule 12b-1 from the Fund to compensate it for providing shareholder services and selling activities, which could lead to growth in the Trust’s assets and corresponding benefits from such growth, including economies of scale. The Board noted that an affiliate of VIA also provides administrative services to the Trust. The Board noted management’s discussion of the fact that, while the Subadviser is an affiliates of VIA, there are no other direct 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 indirect benefits gained, including to the extent that serving the Fund could provide the opportunity to provide advisory services to additional portfolios of the Trust or certain reputational benefits.

Based on all of the foregoing considerations, the Board determined that approval of each Agreement was in the best interests of the Fund and its shareholders. Accordingly, the Board, and the Independent Trustees voting separately, approved the Agreements with respect to the Fund.

22

Virtus Foreign Opportunities Fund,

a series of Virtus Opportunities Trust

Supplement dated May 22, 2013

to the Prospectuses dated January 31, 2013

IMPORTANT NOTICE TO INVESTORS

The following corrects after-tax performance information for Class A Shares appearing under “Average Annual Total Returns” in the fund’s summary prospectus and the summary section of the statutory prospectus.

	1 Year		5 Years		10 Years		Class C Since Inception (10/10/03)		Class I Since Inception (5/15/06)
Class A
Return Before Taxes		12.94%		-1.95%		10.47%		—		—
Return After Taxes on Distributions		12.88%		-1.90%		10.14%		—		—
Return After Taxes on Distributions and Sale of Fund Shares		8.75%		-1.45%		9.36%		—		—
Class C
Return Before Taxes		18.97%		-1.53%		—		9.34%		—
Class I
Return Before Taxes		20.17%		-0.51%		—		—		4.45%
S&P 500® Index (reflects no deduction of fees, expenses or taxes)		16.00%		1.66%		7.10%		5.89%		3.67%
Morgan Stanley Capital International EAFE® Index (net) (reflects no deduction of fees, expenses or taxes)		17.32%		-3.69%		8.21%		6.24%		0.18%

Investors should retain this supplement with the

Prospectuses for future reference.

VOT 8020/ForeignOpps AfterTaxPerf (5/13)

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

Virtus Fund Services, LLC

100 Pearl Street

Hartford, CT 06103-4506

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10005-2588

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

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.

For more information about

Virtus Mutual Funds, please call

your financial representative, or

contact us at 1-800-243-1574

or Virtus.com

8025 05-13

P.O. Box 9874

Providence, RI 02940-8074

SEMIANNUAL REPORT

Virtus Multi-Sector Short Term Bond Fund*

March 31, 2013

TRUST NAME: VIRTUS OPPORTUNITIES TRUST

* Prospectus supplement applicable to the Fund

appears at the back of this Semiannual Report.

Not FDIC Insured

No Bank Guarantee

May Lose Value

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
Schedule of Investments	4
Statement of Assets and Liabilities	36
Statement of Operations	37
Statement of Changes in Net Assets	38
Financial Highlights	39
Notes to Financial Statements	40
Consideration of Advisory and Subadvisory Agreements by the Board of Trustees	49

PROXY VOTING PROCEDURES AND VOTING RECORD (FORM N-PX)

The adviser and subadviser vote proxies relating to portfolio securities in accordance with procedures that have been approved by the Board of 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 Multi-Sector Short Term Bond Fund unless preceded or accompanied by an effective prospectus which includes information concerning the sales charge, Fund’s record and other pertinent information.

MESSAGE TO SHAREHOLDERS

Dear Fellow Shareholders of Virtus Mutual Funds:

Investors were subject to the vagaries of the financial markets over the past six months. After getting off to a somewhat rocky start in the fourth quarter of 2012, the markets spent the remainder of the period in recovery, ending in positive territory. For the six-month-period ended March 31, 2013, broad equity markets surpassed fixed income markets by a large margin. The S&P 500® Index, a benchmark for U.S. equities, was up 10.2%, while international equities rose 9.6%, as measured by the MSCI All Country World Index (net). During that same period, the Barclays U.S. Aggregate Bond Index, which tracks the U.S. fixed income market, returned 0.1%. A consistent “flight to

quality” among global investors kept demand high for the 10-year U.S. Treasury, keeping its yield under 2%. The changing direction in investor sentiment is encouraging. While the economic situation in Europe and China remains tenuous, the U.S. economy appears to be on the mend, supported by signs of growth in hiring, consumer spending, and housing. In the months ahead, the onus is on the U.S. government to get the country on strong fiscal footing and on corporations to produce robust earnings, which will play a pivotal role in determining future market direction. Market uncertainty is a timely reminder of the importance of portfolio diversification. While diversification cannot guarantee a profit or prevent loss, owning a variety of asset classes may cushion your portfolio against inevitable market fluctuations. Your financial advisor can help you ensure that your portfolio is adequately diversified. Thank you for entrusting Virtus with your assets. We appreciate your business and remain committed to your long-term financial success.

Sincerely,

George R. Aylward

President, Virtus Mutual Funds

April 2013

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.

1

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

DISCLOSURE OF FUND EXPENSES (Unaudited)

FOR THE SIX-MONTH PERIOD OF OCTOBER 1, 2012 TO MARCH 31, 2013

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 in the first section 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 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.

2

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

DISCLOSURE OF FUND EXPENSES (Unaudited) (Continued)

FOR THE SIX-MONTH PERIOD OF OCTOBER 1, 2012 to MARCH 31, 2013

Expense Table
	Beginning Account Value October 1, 2012		Ending Account Value March 31, 2013		Annualized Expense Ratio			Expenses Paid During Period*
Multi-Sector Short Term Bond Fund
Actual
Class A	$	1,000.00	$	1,023.30		0.98	%	$	4.94
Class B		1,000.00		1,020.90		1.48			7.46
Class C		1,000.00		1,021.80		1.23			6.20
Class T		1,000.00		1,019.30		1.73			8.71
Class I		1,000.00		1,024.60		0.73			3.68
Hypothetical (5% return before expenses)
Class A		1,000.00		1,019.98		0.98			4.95
Class B		1,000.00		1,017.46		1.48			7.47
Class C		1,000.00		1,018.72		1.23			6.21
Class T		1,000.00		1,016.20		1.73			8.73
Class I		1,000.00		1,021.24		0.73			3.69

* Expenses are equal to the Fund’s annualized expense ratio which is net of fees waived and expenses reimbursed if any multiplied by the average account value over the period, multiplied by the number of days (182) expenses were accrued in the most recent fiscal half-year, then divided by 365 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.

3

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

Asset Allocations
The following table presents the asset allocations within certain sectors as a percentage of total investments at March 31, 2013.
Corporate Bonds	35	%
Mortgage-Backed Securities	22
Loan Agreements	16
Asset-Backed Securities	14
Foreign Government Securities	10
Other (includes short-term investments)	3
	100	%

	PAR VALUE		VALUE
U.S. GOVERNMENT SECURITIES—0.3%
U.S. Treasury Note
0.250%, 4/30/14	$	12,800	$	12,809
0.875%, 12/31/16		12,715		12,890
TOTAL U.S. GOVERNMENT SECURITIES
(Identified Cost $25,501)				25,699
MUNICIPAL BONDS—0.1%
Kentucky—0.1%
Commonwealth of Kentucky Taxable 3.165%, 4/1/18		7,100		7,381
Virginia—0.0%
Tobacco Settlement Financing Corp. Taxable Series 07-A1, 6.706%, 6/1/46		4,850		3,605
TOTAL MUNICIPAL BONDS (Identified Cost $11,568)				10,986
FOREIGN GOVERNMENT SECURITIES—10.5%
Argentine Republic
7.000%, 10/3/15		11,560		9,826
Provincia de Neuquen 144A 7.875%, 4/26/21(4)		6,544		5,562
PIK Interest Capitalization 8.280%, 12/31/33		32,909		17,935

	PAR VALUE			VALUE
FOREIGN GOVERNMENT SECURITIES (continued)
Bolivarian Republic of Venezuela
RegS 8.500%, 10/8/14(5)	$	20,840		$	21,257
RegS 5.750%, 2/26/16(5)		31,323			29,679
RegS 7.000%, 12/1/18(5)		8,350			7,828
Commonwealth of Australia
Series 118, 6.500%, 5/15/13		49,590	AUD		51,873
New South Wales Treasury Corp. 5.500%, 3/1/17		10,665	AUD		11,977
Commonwealth of Canada 2.000%, 3/1/14		103,515	CAD		102,804
Commonwealth of New Zealand
Series 413, 6.500%, 4/15/13		44,229	NZD		37,078
Series 415, 6.000%, 4/15/15		8,990	NZD		8,055
Federative Republic of Brazil
12.500%, 1/5/16		100,359	BRL		57,424
12.500%, 1/5/22		11,730	BRL		7,807
Kingdom of Norway
Series 470, 6.500%, 5/15/13		277,652	NOK		47,767
Treasury Bill, 0.000%, 12/18/13		134,200	NOK		22,708

See Notes to Financial Statements

4

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE			VALUE
FOREIGN GOVERNMENT SECURITIES (continued)
Mongolia 144A 4.125%, 1/5/18(4)	$	11,000		$	10,670
Portuguese Republic 4.450%, 6/15/18		9,500	EUR		11,694
Republic of Colombia 12.000%, 10/22/15		27,535,000	COP		18,153
Republic of Indonesia Series FR-30, 10.750%, 5/15/16		132,050,000	IDR		15,945
Republic of Korea Series 1312, 3.000%, 12/10/13		36,776,000	KRW		33,161
Republic of Lithuania 144A 6.750%, 1/15/15(4)		10,600			11,480
Republic of Peru 144A 7.840%, 8/12/20(4)		50,140	PEN		24,391
Republic of Serbia 144A 5.250%, 11/21/17(4)		8,900			9,212
Republic of South Africa Series R206, 7.500%, 1/15/14		310,470	ZAR		34,318
Republic of Turkey 9.000%, 3/5/14		97,260	TRY		55,100
Russian Federation
144A 3.250%, 4/4/17(4)		16,000			16,740
144A 7.850%, 3/10/18(4)		1,005,000	RUB		34,477
Series 6204, 7.500%, 3/15/18		740,650	RUB		25,089
RegS 7.500%, 3/31/30(3)(5)		1,550			1,920
State of Qatar 144A 3.125%, 1/20/17(4)		12,000			12,690
United Mexican States Series M, 6.000%, 6/18/15		1,096,623	MXN		92,020
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified Cost $845,477)					846,640
MORTGAGE-BACKED SECURITIES—22.4%
Agency—2.5%
FHLMC 6.000%, 8/1/34		693			767

	PAR VALUE		VALUE
Agency (continued)
FNMA
5.500%, 1/1/17	$	133	$	143
6.000%, 5/1/17		45		49
4.500%, 4/1/18		297		320
5.000%, 10/1/19		815		885
5.500%, 2/1/20		247		271
5.500%, 3/1/20		526		576
5.500%, 3/1/20		177		194
5.500%, 3/1/20		24		26
5.500%, 3/1/20		184		197
5.500%, 4/1/20		420		460
5.000%, 6/1/20		1,068		1,159
4.000%, 8/1/25		26,929		28,821
3.000%, 6/1/27		1,742		1,834
2.500%, 9/1/27		26,033		27,037
6.000%, 12/1/32		91		101
5.500%, 2/1/33		173		191
5.500%, 5/1/34		799		882
6.000%, 8/1/34		555		625
6.000%, 10/1/34		492		548
6.000%, 10/1/34		379		423
5.500%, 11/1/34		304		335
5.500%, 11/1/34		1,016		1,121
6.000%, 11/1/34		821		915
5.500%, 12/1/34		439		485
5.500%, 1/1/35		669		738
6.000%, 1/1/37		897		985
6.000%, 1/1/37		888		975
5.500%, 7/1/37		10		11
6.000%, 7/1/37		243		267
6.000%, 12/1/37		935		1,025
6.000%, 4/1/38		646		708
5.500%, 9/1/38		777		847
5.500%, 12/1/38		568		620
4.500%, 4/1/40		19,457		20,991
5.000%, 7/1/40		6,701		7,361
5.000%, 7/1/40		4,272		4,692
5.000%, 8/1/40		25,853		28,581
4.000%, 10/1/40		327		348
4.000%, 2/1/41		6,872		7,330
4.000%, 3/1/41		10,151		10,830
4.500%, 5/1/41		11,754		12,688
4.000%, 9/1/41		9,906		10,569
3.500%, 4/1/42		15,186		16,046
GNMA
6.500%, 7/15/31		18		22
6.500%, 8/15/31		50		57
6.500%, 11/15/31		32		36
6.500%, 2/15/32		25		30
6.500%, 4/15/32		69		81
6.500%, 4/15/32		70		82

See Notes to Financial Statements

5

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
MORTGAGE-BACKED SECURITIES (continued)
Agency (continued)
2.586%, 4/16/54	$	9,753	$	10,474
				204,759
Non-Agency—19.9%
JPMorgan Mortgage Trust 06-A4, 3A1 5.413%, 6/25/36(3)		7,938		7,117
ABN AMRO Mortgage Corp. 02-9, M 5.750%, 12/25/32		1,598		1,582
American General Mortgage Loan Trust
09-1, A6, 144A 5.750%, 9/25/48(3)(4)		13,850		14,364
09-1, A7 144A 5.750%, 9/25/48(3)(4)		17,220		18,321
10-1A, A1 144A 5.150%, 3/25/58(3)(4)		6,111		6,279
Americold LLC Trust 10-ARTA, A1 144A 3.847%, 1/14/29(4)		11,772		12,605
Banc of America (Merrill Lynch) Commercial Mortgage, Inc.
05-3, AJ 4.767%, 7/10/43(3)		6,800		6,851
05-2, B 5.114%, 7/10/43(3)		10,916		11,663
Banc of America Alternative Loan Trust
03-2, CB3 5.750%, 4/25/33		22,352		24,330
03-10, 2A1 6.000%, 12/25/33		5,303		5,647
Banc of America Funding Corp.
04-4, 3A1 4.750%, 10/25/19		6,910		7,072
04-B, 2A1 5.468%, 11/20/34(3)		1,747		1,754
Banc of America Mortgage Securities, Inc.
04-11, 2A1 5.750%, 1/25/35		4,594		4,709
05-1, 1A22 5.250%, 2/25/35		5		5

	PAR VALUE		VALUE
Non-Agency (continued)
05-3, 2A2 5.500%, 3/25/35	$	1,498	$	1,518
05-3, 1A15 5.500%, 4/25/35		5,125		5,385
Bank of America (Merrill Lynch) – Deutsche Bank 12-OSI, A2FX 144A 3.352%, 4/13/29(4)		19,916		20,823
Bank of America Funding Corp. 06-2, 3A1 6.000%, 3/25/36		4,883		5,007
Bank of America Re-Remic Trust 12-CLRN, E 144A 3.403%, 8/15/17(3)(4)		6,500		6,646
Bayview Commercial Asset Trust
08-1, A2A 144A 1.204%, 1/25/38(3)(4)		20,664		20,418
08-1, A3 144A 1.704%, 1/25/38(3)(4)		29,970		25,310
BCAP LLC Trust 06-RR1, PE 5.000%, 11/25/36		3,125		3,225
Bear Stearns Adjustable Rate Mortgage Trust 03-9, 4A1 4.823%, 2/25/34(3)		14,410		14,638
04-10, 14A1 5.163%, 1/25/35(3)		3,251		3,292
05-4, 2AA1 144A 5.141%, 8/25/35(3)(4)		1,451		1,478
Bear Stearns Alternate Loan Trust 05-4, 24A1 2.758%, 5/25/35(3)		22,871		22,186
Bear Stearns Asset Backed Securities Trust 03-AC4. A 5.500%, 9/25/33(3)		4,444		4,600
Bear Stearns Commercial Mortgage Securities, Inc.
06-T22, AM 5.581%, 4/12/38(3)		11,600		12,862
06-PW12, AM 5.757%, 9/11/38(3)		9,250		10,374

See Notes to Financial Statements

6

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
MORTGAGE-BACKED SECURITIES (continued)
Non-Agency (continued)
06-PW14, AM 5.243%, 12/11/38	$	10,000	$	11,238
05-PW10, AM 5.449%, 12/11/40(3)		14,200		15,628
04-PWR3, A4 4.715%, 2/11/41		6,225		6,335
06-PW13, AM 5.582%, 9/11/41(3)		3,272		3,672
04-PWR5, A5 4.978%, 7/11/42(3)		3,925		4,116
07-PW18, A4 5.700%, 6/11/50		16,950		19,864
07-PW18, AM 6.084%, 6/11/50(3)		12,400		14,200
Chase Mortgage Finance Corp. 07-A1, 1A1 2.962%, 2/25/37(3)		4,436		4,508
Citicorp Mortgage Securities, Inc.
07-1, A1 5.500%, 1/25/22		569		572
REMIC 03-9, A24 5.500%, 10/25/33		17,881		18,221
03-11, 2A10 5.500%, 12/25/33		2,369		2,387
04-4, A6 5.500%, 6/25/34		4,870		5,092
Citicorp Residential Mortgage Securities, Inc. 07-12, A6 6.265%, 6/25/37(3)		11,928		12,130
Citigroup – Deutsche Bank Commercial Mortgage Trust
05-CD1, AM 5.218%, 7/15/44(3)		6,410		7,040
06-CD2, A4 5.305%, 1/15/46(3)		2,659		2,935
07-CD4, A4 5.322%, 12/11/49		8,480		9,641
Citigroup Commercial Mortgage 2.110%, 1/12/18		6,600		6,759

	PAR VALUE		VALUE
Non-Agency (continued)
Commercial Mortgage Pass-Through Certificates
11-THL, B 144A 4.554%, 6/9/28(4)	$	5,900	$	6,051
11-THL, C ,144A 5.163%, 7/3/28(4)		20,000		20,481
07-C2, A3 5.542%, 1/15/49(3)		12,995		14,796
Countrywide Alternative Loan Trust
04-18CB, 1A1 6.000%, 9/25/34		17,550		18,192
04-36CBC, 2A1 5.500%, 2/25/35		10,400		9,823
Countrywide Home Loan Mortgage Pass-Through-Trust
02-35, 1A2 5.000%, 2/25/18		1,775		1,813
03-4, 1A15 5.500%, 4/25/33		3,434		3,580
03-28, A8 5.500%, 8/25/33		2,058		2,125
04-6, 1A2 2.983%, 5/25/34(3)		2,710		2,673
04-4, A6 5.500%, 5/25/34		1,808		1,868
Credit Suisse First Boston Mortgage Securities Corp.
03-27, 5A3 5.250%, 11/25/33		3,986		4,142
04-8, 7A1 6.000%, 12/25/34		10,751		10,816
03-CPN1, C 4.763%, 3/15/35		7,964		7,962
05-11, 8A10 5.500%, 12/25/35		4,054		4,162
Deutsche Bank – UBS Mortgage Trust 11-LC3A, A2 3.642%, 8/10/44		11,500		12,426
Extended Stay America Trust
13-ESH7, A17 144A 2.295%, 12/5/31(4)		29,200		29,150

See Notes to Financial Statements

7

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
MORTGAGE-BACKED SECURITIES (continued)
Non-Agency (continued)
13-ESH7, A27 144A 2.958%, 12/5/31(4)	$	8,340	$	8,441
First Horizon Asset Securities, Inc. 06-1, 1A8 6.000%, 5/25/36		1,378		1,379
GMAC Commercial Mortgage Securities, Inc.
03-C1, D 4.283%, 5/10/36		10,000		9,998
04-C2, A3 5.134%, 8/10/38		810		827
04-C3, A4 4.547%, 12/10/41		888		890
GMAC Mortgage Corp. Loan Trust
04-AR1, 12A 3.425%, 6/25/34(3)		10,697		11,033
05-AR1, 5A 5.268%, 3/18/35(3)		5,374		5,449
Goldman Sachs Mortgage Securities Corp. II
07-EOP, G 144A 2.790%, 3/6/20(3)(4)		8,870		8,917
07-EOP, H 144A 3.300%, 3/6/20(3)(4)		2,850		2,866
11-ALF, B, 144A 3.215%, 2/10/21(4)		8,000		8,090
05-5F, 2A8 5.500%, 6/25/35		5,160		5,214
07-GG10, A4 5.787%, 8/10/45(3)		9,170		10,495
Greenwich Capital Commercial Funding Corp. 04-GG1, A7 5.317%, 6/10/36(3)		7,723		7,939
GSR Mortgage Loan Trust
04-15F, 2A2 5.000%, 12/25/34		4,472		4,590
05-AR4, 6A1 5.250%, 7/25/35(3)		10,609		10,486
07-1F, 2A2 5.500%, 1/25/37		1,379		1,385

	PAR VALUE		VALUE
Non-Agency (continued)
Heller Financial Commercial Mortgage Asset 00-PH1, G, 144A 6.750%, 1/17/34(4)	$	2,205	$	2,270
JPMorgan Chase Commercial Mortgage Securities Corp.
09-IWST, A1, 144A 4.314%, 12/5/27(4)		13,951		15,104
10-CNTR, A1 144A 3.300%, 8/5/32(4)		13,145		14,035
10-CNTR, A2, 144A 4.311%, 8/5/32(4)		4,550		5,035
04-C1, A3 4.719%, 1/15/38		5,565		5,679
06-LDP7, AM 5.871%, 4/15/45(3)		22,312		25,269
06-LDP7, A4 5.871%, 4/15/45(3)		26,601		30,137
06-LDP9, A3 5.336%, 5/15/47		20,649		23,254
07-CB18, A3 5.447%, 6/12/47		3,328		3,437
07-LD12, A4 5.882%, 2/15/51(3)		8,029		9,345
JPMorgan Chase Commercial Mortgage Securities Trust 07-LDPX, AM 5.464%, 1/15/49(3)		12,209		13,031
JPMorgan Chase Mortgage Trust
03-A2, 3A1 2.340%, 11/25/33(3)		9,675		9,638
04-A4, 2A1 2.654%, 9/25/34(3)		6,578		6,718
05-A1, 4A1 4.749%, 2/25/35(3)		1,489		1,503
05-A2, 4A1 5.058%, 4/25/35(3)		1,906		1,909
05-A4, 3A1 2.584%, 7/25/35(3)		10,760		10,812
06-A6, 3A3L 5.200%, 10/25/36(3)		2,364		2,139

See Notes to Financial Statements

8

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
MORTGAGE-BACKED SECURITIES (continued)
Non-Agency (continued)
Lehman Brothers – UBS Commercial Mortgage Trust
04-C7, A6 4.786%, 10/15/29(3)	$	10,536	$	11,078
06-C3, AM 5.712%, 3/15/39(3)		7,615		8,522
06-C6, A4 5.372%, 9/15/39		13,750		15,573
07-C2, A2 5.303%, 2/15/40		1,214		1,215
07-C2, A3 5.430%, 2/15/40		7,825		8,819
07-C6, A2 5.845%, 7/15/40		5,320		5,338
07-C7, A3 5.866%, 9/15/45(3)		14,742		16,974
MASTR Adjustable Rate Mortgages Trust 04-12, 3A1 2.921%, 11/25/34(3)		3,586		3,598
MASTR Alternative Loans Trust
04-7, 4A1 4.500%, 7/25/19		7,690		7,951
04-6, 10A1 6.000%, 7/25/34		8,728		9,019
04-6, 7A1 6.000%, 7/25/34		9,034		9,188
05-2, 2A1 6.000%, 1/25/35		5,124		5,178
05-2, 1A1 6.500%, 3/25/35		14,255		14,849
MASTR Asset Securitization Trust
04-6, 4A1 5.000%, 7/25/19		2,363		2,458
05-1, 1A1 5.000%, 5/25/20		1,764		1,825
06-1, 1A2 5.750%, 5/25/36		315		315
Merrill Lynch Mortgage Investors, Inc. 98-C1, B
6.750%, 11/15/26(3)		10,000		11,443
Merrill Lynch Mortgage Trust
06-C1, AM 5.686%, 5/12/39(3)		7,520		8,424

	PAR VALUE		VALUE
Non-Agency (continued)
04-KEY2, A3 4.615%, 8/12/39	$	2,195	$	2,200
Merrill Lynch/Countrywide Commercial Mortgage Trust
06-3, A4 5.414%, 7/12/46(3)		11,700		13,231
06-4, A3 5.172%, 12/12/49(3)		10,300		11,524
Morgan Stanley Capital I Trust
04-HQ4, A6 4.830%, 4/14/40		236		236
06-T23, AM 5.819%, 8/12/41(3)		10,575		12,137
06-IQ12, A4 5.332%, 12/15/43		14,865		16,861
07-IQ14, AM 5.663%, 4/15/49(3)		13,683		14,414
07-IQ14, A4 5.692%, 4/15/49(3)		16,825		19,260
Morgan Stanley Mortgage Loan Trust
04-2AR, 3A 2.452%, 2/25/34(3)		2,408		2,433
04-2AR, 4A 4.760%, 2/25/34(3)		3,403		3,465
Motel 6 Trust 12-MTLB, D 144A 3.781%, 10/5/25(4)		20,790		20,757
Nomura Asset Acceptance Corp.
04-R1, A1 144A 6.500%, 3/25/34(4)		14,252		15,059
04-R3, A1 144A 6.500%, 2/25/35(4)		5,854		6,138
Northstar Mortgage Trust 12-1 144A 1.404%, 8/25/29(3)(4)		5,644		5,644
Opteum Mortgage Acceptance Corp. 06-1, 2APT 5.750%, 4/25/36(3)		2,781		2,743
ORES NPL LLC 12-LV1, A 144A 4.000%, 9/25/44(4)		9,842		9,850
Reperforming Loan REMIC Trust 03-R4, 2A 144A 6.500%, 1/25/34(3)(4)		3,807		3,942

See Notes to Financial Statements

9

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
MORTGAGE-BACKED SECURITIES (continued)
Non-Agency (continued)
Residential Accredit Loans, Inc.
03-QS6, A4 4.250%, 3/25/33	$	4,306	$	4,445
04-QS16, 1A5 5.500%, 12/25/34		790		767
Residential Asset Mortgage Products, Inc.
04-SL2, A3 7.000%, 10/25/31		4,101		4,283
04-SL1, A8 6.500%, 11/25/31		4,536		4,676
04-SL4, A3 6.500%, 7/25/32		2,371		2,454
Residential Asset Securitization Trust 03,A11, A9 5.750%, 11/25/33		4,489		4,726
Residential Funding Mortgage Securities I, Inc.
06-S12, 1A1 5.500%, 12/25/21		3,280		3,409
05-S1, 1A2 5.500%, 2/25/35		2,750		2,810
06-S4, A2 6.000%, 4/25/36		1,598		1,507
RIAL 13-LT2, A 2.833%, 5/22/28		22,445		22,445
Royal Bank of Scotland Group plc – Greenwich Capital Holdings, Inc. Mortgage Loan Trust 05- RP1, 2A 144A 3.248%, 3/25/34(3)(4)		3,301		3,229
S2 Hospitality LLC 12-LV1, A 144A 4.500%, 4/15/25(4)		4,838		4,839
SMA Issuer I LLC 12-LV1, A 144A 3.500%, 8/20/25(4)		15,845		15,914
Springleaf Mortgage Loan Trust
11-1A, A1, 144A 4.050%, 9/25/41(3)(4)		6,952		7,200
12-3A, A 144A 1.570%, 12/25/59(3)(4)		5,879		5,897

	PAR VALUE		VALUE
Non-Agency (continued)
Structured Adjustable Rate Mortgage Loan Trust
04-4, 3A4 2.718%, 4/25/34(3)	$	4,980	$	4,897
04-4, 3A2 2.718%, 4/25/34(3)		4,891		4,898
Structured Asset Securities Corp.
03-AL1, A 144A 3.357%, 4/25/31(4)		14,672		14,295
02-AL1, A3 3.450%, 2/25/32		6,854		6,794
04-21XS, 2A4A 4.900%, 12/25/34(3)		3,400		3,432
Structured Asset Securities Corp. Mortgage Pass- Through Certificates
03-14, 3A1 5.493%, 5/25/33(3)		2,736		2,801
03-21, 2A2 5.250%, 8/25/33		3,657		3,737
SunTrust Adjustable Rate Mortgage Loan Trust 07-S1, 5A1 4.776%, 1/25/37(3)		1,418		1,394
Timberstar Trust 06-1A, A, 144A 5.668%, 10/15/36(4)		10,240		11,693
Wachovia Bank Commercial Mortgage Trust
07-C33, A4 5.926%, 7/15/17(3)		19,100		21,901
03-C8, 5 5.184%, 11/15/35(3)		5,500		5,624
04-C15, B 4.892%, 10/15/41		14,875		15,618
05-C20, AMFX 5.179%, 7/15/42(3)		6,000		6,524
06-C25, AM 5.734%, 5/15/43(3)		18,625		21,093
07-C30, A5 5.342%, 12/15/43		39,765		45,007
07-C30, AM 5.383%, 12/15/43		5,500		6,046
07-C31, A4 5.509%, 4/15/47		31,952		36,177
07-31, AM 5.591%, 4/15/47(3)		25,000		27,652

See Notes to Financial Statements

10

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
MORTGAGE-BACKED SECURITIES (continued)
Non-Agency (continued)
07-C32, A3 5.732%, 6/15/49(3)	$	17,577	$	20,176
07-C33, A5 5.926%, 2/15/51(3)		1,265		1,458
Washington Mutual Commercial Mortgage Securities Trust
06-SL1, A, 144A 5.286%, 11/23/43(3)(4)		11,959		11,794
07-SL3, A, 144A 5.939%, 3/23/45(3)(4)		2,923		2,962
Washington Mutual Mortgage Pass-Through Certificates 04-CB1, 5A 5.000%, 6/25/19		3,064		3,169
Wells Fargo Mortgage Backed Securities Trust
06-17, A1 5.500%, 11/25/21		403		404
03-G, A1 4.100%, 6/25/33(3)		2,423		2,447
04-4, A9 5.500%, 5/25/34		3,860		3,982
04-Z, 2A1 2.624%, 12/25/34(3)		12,938		13,120
04-CC, A1 2.610%, 1/25/35(3)		5,225		5,206
05-12, 1A1 5.500%, 11/25/35		9,391		9,657
05-14, 2A1 5.500%, 12/25/35		6,880		7,300
06-6, 1A15 5.750%, 5/25/36		957		956
06-9, 1A15 6.000%, 8/25/36		147		147
07-16, 1A1 6.000%, 12/28/37		11,735		12,589
07-AR10, 2A1 6.172%, 1/25/38(3)		7,066		7,179
WFDB Commercial Mortgage Trust 11,BXR, B, 144A 4.786%, 7/5/16(4)		15,000		15,320
				1,599,484
TOTAL MORTGAGE-BACKED SECURITIES
(Identified Cost $1,717,408)				1,804,243

	PAR VALUE		VALUE
ASSET-BACKED SECURITIES—14.1%
1st Financial Bank USA
10-C, B, 144A 5.190%, 9/17/18(4)	$	6,000	$	6,056
10-D, C, 144A 5.920%, 6/17/19(4)		3,000		3,060
AABS Ltd. 13-1, A 0.000%, 1/10/38(3)		12,345		12,499
AmeriCredit Automobile Receivables Trust
11-3, C 2.860%, 1/9/17		23,000		23,846
11-1, D 4.260%, 2/8/17		11,119		11,765
11-5, D 5.050%, 12/8/17		5,010		5,447
12-1, C 2.670%, 1/8/18		4,625		4,817
12-3, C 2.420%, 5/8/18		16,750		17,238
12-3, D 3.030%, 7/9/18		19,762		20,423
12-4, D 2.680%, 10/9/18		7,150		7,354
Ameriquest Mortgage Securities, Inc. 03-10, AF6 5.210%, 11/25/33(3)		3,040		3,136
Asset Backed Funding Certificates 05-AQ1, A6 4.780%, 6/25/35(3)		6,098		6,281
Avis Budget Rental Car Funding (AESOP) LLC
11-3A, A 144A 3.410%, 11/20/17(4)		12,848		13,710
12-3A, A 144A 2.100%, 3/20/19(4)		23,085		23,569
13-1A, A 144A 1.920%, 9/20/19(4)		18,200		18,331
Bayview Financial Acquisition Trust 07-A, 1A2 6.205%, 5/28/37(3)		5,295		5,396

See Notes to Financial Statements

11

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
ASSET-BACKED SECURITIES (continued)
Bayview Financial Mortgage-Pass-Through Trust
06-B, 1A2 5.800%, 4/28/36(3)	$	434	$	440
06-A, 1A2 5.483%, 2/28/41(3)		247		254
06-A, 1A4 6.087%, 2/28/41(3)		15,978		17,420
Beacon Container Finance LLC 12-1A, A 144A 3.720%, 9/20/27(4)		4,599		4,795
Bush Truck Leasing LLC 11-44, A, 144A 5.000%, 9/25/18(4)		1,982		1,976
BXG Receivables Note Trust
10-A, A 144A 5.100%, 3/2/26(4)		4,034		4,253
12-A, A 144A 2.660%, 12/2/27(4)		7,949		7,949
California Republic Auto Receivables Trust 12-1, B 144A 1.760%, 1/16/18(4)		13,570		13,563
Capital Auto Receivables Asset Trust 13-1, C 1.740%, 10/22/18		5,425		5,436
CarNow Auto Receivables Trust
12-1A, B, 144A 3.240%, 3/15/16(4)		2,150		2,153
12-1A, C, 144A 4.940%, 3/15/16(4)		3,750		3,757
Centre Point Funding LLC 12-2A, 1 144A 2.610%, 8/20/21(4)		14,350		14,538
CIT Equipment Collateral 12-A1, B, 144A 4.120%, 10/21/19(4)		10,000		10,047
CIT Mortgage Loan Trust 10-VT1A, B 144A 1.454%, 10/25/37(3)(4)		12,781		12,639

	PAR VALUE		VALUE
ASSET-BACKED SECURITIES (continued)
Citicorp Residential Mortgage Securities, Inc.
07-1, A6 5.702%, 3/25/37(3)	$	4,757	$	4,965
07-2, A3 6.080%, 6/25/37(3)		8,838		9,013
07-2, A4 6.538%, 6/25/37(3)		7,000		6,929
CKE Restaurant Holdings, Inc. 13-1A, A2 144A 4.474%, 3/20/43(4)		21,755		22,136
CNH Equipment Trust
12-B, A4 1.160%, 6/15/20		10,000		10,095
12-B, B 1.780%, 6/15/20		4,000		4,039
Conseco Financial Corp.
94-1, A5 7.650%, 4/15/19		355		375
01-3, A4 6.910%, 5/1/33(3)		14,737		16,685
Countrywide Asset-Backed Certificates
04-10, AF6 4.485%, 12/25/34(3)		4,319		4,469
04-12, AF6 4.634%, 3/25/35(3)		2,121		2,182
Cronos Containers Program Ltd 12-2A, A 144A 3.810%, 9/18/27(4)		9,500		9,834
Direct Capital Funding IV LLC 13-1, D 144A 4.599%, 10/20/19(4)		3,555		3,555
Dominos Pizza Master Issuer LLC 12-1A, A2 144A 5.216%, 1/25/42(4)		32,948		36,997
Drug Royalty Corp., Inc.
12-1, A2 144A 5.800%, 7/15/24(4)		5,641		5,824
12-1, A2 144A 4.474%, 1/15/25(4)		13,129		13,179

See Notes to Financial Statements

12

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
ASSET-BACKED SECURITIES (continued)
DSC Floorplan Master Owner Trust 11-1, A, 144A 3.910%, 3/15/16(4)	$	8,500	$	8,629
DT Auto Owner Trust
11-2A, C, 144A 3.050%, 2/16/16(4)		4,523		4,534
12-1A, C, 144A 3.380%, 10/16/17(4)		9,975		10,104
Exeter Automobile Receivables Trust
12-1A, C 144A 5.270%, 10/16/17(4)		8,500		8,970
12-2A, C 144A 3.060%, 7/16/18(4)		4,050		4,106
Fairway Outdoor Funding LLC 12-1A, A2 144A 4.212%, 10/15/42(4)		13,553		14,250
GMAC Mortgage Corp. Loan Trust 06-HLTV, A4 5.810%, 10/25/29		7,682		7,615
Great America Leasing Receivables
09-1, B 144A 4.520%, 11/15/14(4)		3,000		3,004
13-1, A4 144A 1.160%, 5/15/18(4)		2,085		2,089
GSAA Home Equity Trust 05-12, AF3W 4.999%, 9/25/35(3)		17,047		17,214
Harley-Davidson Motorcycle Trust 10-1, C 2.590%, 4/15/18		8,500		8,661
Hertz Vehicle Financing LLC
13-1A, A1 144A 1.120%, 8/25/17(4)		18,325		18,349
11-1A, A2 144A 3.290%, 3/25/18(4)		12,290		13,181
Home Equity Loan Trust 07-FRE1, 2AV1 0.334%, 4/25/37(3)		7,884		6,960
Huntington Auto Trust 12-2, R 144A 0.000%, 5/15/19(4)		93,426		4,379

	PAR VALUE		VALUE
ASSET-BACKED SECURITIES (continued)
Hyundai Auto Receivables Trust 12-B, C 1.950%, 10/15/18	$	10,000	$	10,182
IMC Home Equity Loan Trust 97-5, A9 7.310%, 11/20/28		4,837		4,867
IndyMac Manufactured Housing Contract 98-1, A3 6.370%, 9/25/28		1,454		1,512
Leaf II Receivables Funding LLC 12-1, D 144A 4.680%, 9/15/20(4)		5,859		5,776
Lehman Brothers Manufactured Housing Contract Trust 01-B, A3 4.350%, 4/15/40		6,624		6,986
Lehman XS Trust 05-5, 3A2B 5.420%, 11/25/35(3)		7,886		7,785
Marriott Vacation Club Owner Trust
12-1A, A 144A 2.510%, 5/20/30(4)		21,529		21,987
10-1A, A 144A 3.540%, 10/20/32(4)		1,076		1,120
10-1A, B 144A 4.520%, 10/20/32(4)		2,099		2,172
Master Credit Card Trust 12-2A, A 144A 0.780%, 4/21/17(4)		49,460		49,519
Miramax LLC 11-1A, A, 144A 6.250%, 10/20/21(4)		14,829		15,607
MMCA Automobile Trust 11-A, B, 144A 2.720%, 10/17/16(4)		3,500		3,593
New Century Home Equity Loan Trust 05-A, A4W 5.002%, 8/25/35(3)		14,915		13,939

See Notes to Financial Statements

13

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
ASSET-BACKED SECURITIES (continued)
Orange Lake Timeshare Trust
12-AA, A 144A 3.450%, 3/10/27(4)	$	9,333	$	9,716
12-AA, B, 144A 4.870%, 3/10/27(4)		878		902
Popular ABS Mortgage Pass-Through-Trust 05-5, AF3 5.086%, 11/25/35(3)		11,072		10,987
Renaissance Home Equity Loan Trust 05-3, AF4 5.140%, 11/25/35(3)		5,405		4,335
Rental Car Finance Corp. 11-1A, B1, 144A 4.380%, 2/25/16(4)		4,000		4,167
Residential Asset Mortgage Products, Inc. 03-RS8, AI7 5.015%, 9/25/33(3)		2,118		2,165
Residential Funding Mortgage Securities II Home Loan Trust
06-HI2, A3 5.790%, 2/25/36		8,550		8,784
06-H11, M1 6.010%, 2/25/36(3)		6,661		6,661
07-HI1, A3 5.720%, 3/25/37		21,757		21,860
Santander Drive Auto Receivables Trust
11-2, B 2.660%, 1/15/16		9,560		9,720
10-B, C 144A 3.020%, 10/17/16(4)		20,925		21,251
12-2, D 3.870%, 2/15/18		26,045		27,424
12-6, C 1.940%, 3/15/18		9,645		9,761
12-5, C 2.700%, 8/15/18		4,850		5,062
12-6, D 2.520%, 10/15/18		12,000		12,191
13-1, D 2.270%, 1/15/19		13,305		13,308

	PAR VALUE		VALUE
ASSET-BACKED SECURITIES (continued)
Sierra Timeshare Receivables Funding, LLC
07-2A, A1 144A 5.370%, 9/20/19(4)	$	1,263	$	1,288
10-3A, B 144A 4.440%, 11/20/25(4)		6,840		7,150
11-1A, B, 144A 4.230%, 4/20/26(4)		6,229		6,495
12-2A, B, 144A 3.420%, 3/20/29(4)		9,598		9,766
12-3A, A 144A 1.870%, 8/20/29(4)		3,963		3,988
13-1A, A 144A 1.590%, 11/20/29(4)		14,470		14,470
Silverleaf Finance XV LLC 12-D, A 144A 3.000%, 3/17/25(4)		20,555		20,854
SLM Corp.
12-B, A2, 144A 3.480%, 10/15/30(4)		12,000		12,851
12-C, A2 144A 3.310%, 10/15/46(4)		11,700		12,493
SNAAC Auto Receivables Trust 12-1A, A 144A 1.780%, 6/15/16(4)		1,875		1,886
Soundview Home Loan Trust 05-OPT4, 2A3 0.464%, 12/25/35(3)		24,791		24,531
Structured Asset Securities Corp.
01-SB1, A2 3.375%, 8/25/31		3,314		3,271
05-S7, A2 144A 0.504%, 12/25/35(3)(4)		8,278		7,824
SVO VOI Mortgage Corp.
10-AA, A 144A 3.650%, 7/20/27(4)		7,470		7,750
12-AA, A 144A 2.000%, 9/20/29(4)		14,631		14,772
TAL Advantage I LLC
12-1A, A 144A 3.860%, 5/20/27(4)		15,400		15,858
13-1A, A 144A 2.830%, 2/22/38(4)		6,545		6,570

See Notes to Financial Statements

14

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE			VALUE
ASSET-BACKED SECURITIES (continued)
Terwin Mortgage Trust 04-15AL, A1 144A 5.778%, 7/25/34(3)(4)	$	7,672		$	7,678
Tidewater Auto Receivables Trust 12-AA, B 144A 2.430%, 4/15/19(4)		7,488			7,476
Trinity Rail Leasing LP 03-1A, A 144A 5.640%, 10/12/26(4)		5,033			5,697
Trip Rail Master Funding LLC 11-1A, A1A, 144A 4.370%, 7/15/41(4)		7,138			7,757
U-Haul S Fleet LLC 10-BT1A, 1 144A 4.899%, 10/25/23(4)		26,381			28,254
Volvo Financial Equipment LLLC 13-1A, B 144A 1.240%, 8/15/19(4)		15,835			15,835
Wachovia Asset Securitization Issuance II LLC 07-HE2A, A 144A 0.334%, 7/25/37(3)(4)		13,723			11,631
Westgate Resorts LLC 12-2A, A 144A 3.000%, 1/20/25(4)		1,299			1,310
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $1,109,564)					1,135,264
CORPORATE BONDS AND NOTES—35.6%
Consumer Discretionary—1.6%
Arcos Dorados Holdings, Inc. 144A 10.250%, 7/13/16(4)		14,225	BRL		7,353
Boyd Gaming Corp.
9.125%, 12/1/18		2,425			2,584
144A 9.000%, 7/1/20(4)		5,350			5,591

	PAR VALUE		VALUE
Consumer Discretionary (continued)
CCO Holdings LLC (CCO Holdings Capital Corp.) 7.375%, 6/1/20	$	6,700	$	7,462
Daimler Finance North America LLC
144A 2.625%, 9/15/16(4)		11,000		11,471
144A 1.875%, 1/11/18(4)		7,100		7,158
Dana Holding Corp. 6.500%, 2/15/19		3,973		4,281
DR Horton, Inc. 3.625%, 2/15/18		18,795		19,030
HD Supply, Inc. 10.500%, 1/15/21		7,500		7,828
Hyatt Hotels Corp. 3.875%, 8/15/16		7,000		7,461
Hyundai Motor Manufacturing 144A 4.500%, 4/15/15(4)		6,000		6,365
International Game Technology 7.500%, 6/15/19		1,115		1,332
Lynx I Corp. 144A 5.375%, 4/15/21(4)		5,035		5,261
MGM Resorts International
7.625%, 1/15/17		6,000		6,690
144A 6.750%, 10/1/20(4)		6,500		6,906
Nara Cable Funding Ltd. 144A 8.875%, 12/1/18(4)		4,885		5,141
Ono Finance II plc 144A 10.875%, 7/15/19(4)		1,035		1,076
Penn National Gaming, Inc. 8.750%, 8/15/19		6,615		7,508
Pittsburgh Glass Works LLC 144A 8.500%, 4/15/16(4)		4,135		4,228
Wyndham Worldwide Corp.
6.000%, 12/1/16		133		152
2.500%, 3/1/18		2,960		2,978
				127,856

See Notes to Financial Statements

15

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
CORPORATE BONDS AND NOTES (continued)
Consumer Staples—0.3%
Hawk Acquisition Sub, Inc. 144A 4.250%, 10/15/20(4)	$	15,720	$	15,759
Sigma Alimentos SA de CV 144A 5.625%, 4/14/18(4)		5,850		6,611
				22,370
Energy—3.6%
Afren plc 144A 11.500%, 2/1/16(4)		4,790		5,700
Carrizo Oil & Gas, Inc. 8.625%, 10/15/18		7,271		7,998
Chesapeake Energy Corp. 6.775%, 3/15/19		5,545		5,795
Compagnie Generale de Geophysique-Veritas 7.750%, 5/15/17		2,334		2,416
EP Energy LLC (Everest Acquisition Finance, Inc.) 6.875%, 5/1/19		4,000		4,400
Expro Finance Luxembourg SCA 144A 8.500%, 12/15/16(4)		4,529		4,823
Frontier Oil Corp. 6.875%, 11/15/18		2,550		2,773
Gazprom OAO (Gaz Capital SA)
144A 4.950%, 5/23/16(4)(6)		5,000		5,349
144A 6.212%, 11/22/16(4)		10,405		11,589
144A 8.146%, 4/11/18(4)		2,880		3,481
144A 6.510%, 3/7/22(4)(6)		3,235		3,736
Hercules Offshore, Inc. 144A 7.125%, 4/1/17(4)		7,250		7,848
Kinder Morgan Energy Partners LP 6.850%, 2/15/20		2,545		3,194

	PAR VALUE		VALUE
Energy (continued)
Korea National Oil Corp.
144A 5.375%, 7/30/14(4)	$	4,345	$	4,586
144A 2.875%, 11/9/15(4)		5,000		5,199
Lukoil International Finance BV 144A 6.375%, 11/5/14(4)		4,900		5,257
Midcontinent Express Pipeline LLC 144A 6.700%, 9/15/19(4)		7,500		8,040
MIE Holdings Corp. 144A 9.750%, 5/12/16(4)		2,985		3,246
OGX Austria GmbH 144A 8.500%, 6/1/18(4)		8,000		6,280
OJSC AK Transneft (TransCapitalInvest Ltd.) 144A 5.670%, 3/5/14(4)		5,715		5,938
Parker Drilling Co. 9.125%, 4/1/18		11,144		12,203
Petrobras International Finance Co.
3.875%, 1/27/16		12,430		13,009
3.500%, 2/6/17		2,000		2,066
Petroleos de Venezuela SA
Series 2014 4.900%, 10/28/14		16,540		15,961
RegS 8.500%, 11/2/17(5)		80,300		78,292
Plains Exploration & Production Co. 6.500%, 11/15/20		13,200		14,652
Pride International, Inc. 8.500%, 6/15/19		4,065		5,374
Quicksilver Resources, Inc. 7.125%, 4/1/16		3,190		2,712
Sabine Pass Liquefaction LLC 144A 5.625%, 2/1/21(4)		8,000		8,310

See Notes to Financial Statements

16

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE			VALUE
CORPORATE BONDS AND NOTES (continued)
Energy (continued)
TNK-BP Finance SA RegS 7.500%, 7/18/16(5)	$	13,235		$	15,165
Venoco, Inc. 8.875%, 2/15/19		5,675			5,533
Weatherford International Ltd. 9.625%, 3/1/19		4,110			5,370
					286,295
Financials—18.0%
Abbey National Treasury Services plc 144A 3.875%, 11/10/14(4)		11,599			12,025
ABN Amro Bank N.V.
144A 3.000%, 1/31/14(4)		9,000			9,140
144A 4.250%, 2/2/17(4)		4,425			4,820
ADCB Finance Cayman Ltd. 144A 4.750%, 10/8/14(4)		5,290			5,536
Air Lease Corp. 4.750%, 3/1/20		18,185			18,640
Aircastle Ltd. 6.250%, 12/1/19		10,400			11,414
Akbank TAS
144A 5.125%, 7/22/15(4)		8,900			9,378
144A 3.875%, 10/24/17(4)		6,150			6,265
144A 7.500%, 2/5/18(4)		12,140	TRY		6,606
Alfa Bank OJSC (Alfa Bond Issuance plc) RegS 7.875%, 9/25/17(5)(6)		19,275			21,804
Allstate Corp. 6.125%, 5/15/37(3)		4,730			5,049
Alta Mesa Holdings LP (Alta Mesa Finance Services Corp.) 9.625%, 10/15/18		8,150			8,639

	PAR VALUE		VALUE
Financials (continued)
American International Group, Inc.
2.375%, 8/24/15	$	5,825	$	5,975
4.875%, 9/15/16		8,850		9,849
American Tower Trust I 144A 1.551%, 3/15/18(4)		6,900		6,931
Anglo American Capital plc 144A 9.375%, 4/8/19(4)		1,950		2,607
Associated Banc Corp. 5.125%, 3/28/16		4,590		5,020
Assurant, Inc. 5.625%, 2/15/14		4,060		4,222
Avis Budget Car Rental LLC 144A 4.875%, 11/15/17(4)		13,470		13,891
Banco Bilbao Vizcaya Argentaria U.S. Senior S.A.U.
3.250%, 5/16/14		4,000		4,024
4.664%, 10/9/15		15,000		15,382
Banco Bilbao Vizcaya Argentaria Bancomer SA 144A 4.500%, 3/10/16(4)		5,000		5,312
Banco Bradesco SA
144A 4.125%, 5/16/16(4)		7,000		7,332
144A 4.500%, 1/12/17(4)		13,000		13,877
Banco Continental SA Via Continental Senior Trustees II Cayman Ltd. 144A 5.750%, 1/18/17(4)(6)		10,000		10,955
Banco de Credito del Peru 144A 4.750%, 3/16/16(4)		14,800		15,910
Banco de Credito e Inversiones 144A 3.000%, 9/13/17(4)		3,775		3,831
Banco Santander Brasil SA
144A 4.500%, 4/6/15(4)		7,500		7,800

See Notes to Financial Statements

17

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE			VALUE
CORPORATE BONDS AND NOTES (continued)
Financials (continued)
144A 8.000%, 3/18/16(4)		18,335	BRL	$	9,159
144A 4.625%, 2/13/17(4)	$	9,300			9,835
Banco Santander Chile SA 144A 3.750%, 9/22/15(4)		5,575			5,845
Banco Votorantim SA 144A 5.250%, 2/11/16(4)		10,500			11,156
Bangkok Bank plc 144A 2.750%, 3/27/18(4)		16,550			17,100
Bank of Georgia JSC 144A 7.750%, 7/5/17(4)		5,810			6,159
Bank of India 144A 3.625%, 9/21/18(4)		20,380			20,447
Barclays Bank plc
5.200%, 7/10/14		1,610			1,697
144A 6.050%, 12/4/17(4)		13,130			14,641
144A 5.926%,(3)(4)(7)(8)		3,773			3,787
BioMed Realty LP 3.850%, 4/15/16		9,375			9,954
Capital One Financial Corp. 6.150%, 9/1/16		5,364			6,167
Chubb Corp. (The) 6.375%, 3/29/67(3)		8,205			9,015
Citigroup, Inc.
4.875%, 5/7/15		12,075			12,874
0.551%, 6/9/16(3)		3,400			3,279
5.500%, 2/15/17		3,635			4,044
CNA Financial Corp. 5.850%, 12/15/14		7,575			8,156
Comerica Bank
5.700%, 6/1/14		1,900			2,004
4.800%, 5/1/15		1,828			1,958
5.750%, 11/21/16		5,940			6,875
Corporacion Andina de Fomento
5.200%, 5/21/13		1,000			1,005
3.750%, 1/15/16		10,000			10,578
Countrywide Financial Corp. 6.250%, 5/15/16		12,000			13,367

	PAR VALUE		VALUE
Financials (continued)
Danske Bank A/S 144A 3.875%, 4/14/16(4)	$	8,000	$	8,507
Deutsche Bank Financial LLC 5.375%, 3/2/15		2,933		3,128
Discover Bank 8.700%, 11/18/19		1,750		2,340
DNB Bank ASA 144A 3.200%, 4/3/17(4)		24,700		26,171
E*TRADE Financial Corp. 6.375%, 11/15/19		10,155		10,790
Fifth Third Bancorp 4.500%, 6/1/18		6,745		7,489
Fifth Third Bank 4.750%, 2/1/15		750		800
First Tennessee Bank N.A. 5.650%, 4/1/16		15,664		17,188
Ford Motor Credit Co. LLC 4.207%, 4/15/16		10,000		10,646
General Electric Capital Corp. 0.676%, 5/5/26(3)		8,000		7,240
General Motors Financial Co., Inc. 144A 4.750%, 8/15/17(4)		17,940		18,736
Genworth Financial, Inc. 7.625%, 9/24/21		4,375		5,264
Glen Meadow Pass-Through Trust 144A 6.505%, 2/12/67(3)(4)		10,345		9,983
Goldman Sachs Group, Inc. (The)
5.625%, 1/15/17		6,000		6,720
7.500%, 2/15/19		2,451		3,068
Hana Bank
144A 4.500%, 10/30/15(4)		11,000		11,872
144A 3.500%, 10/25/17(4)		5,535		5,926
HBOS plc 144A 6.750%, 5/21/18(4)		685		762

See Notes to Financial Statements

18

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
CORPORATE BONDS AND NOTES (continued)
Financials (continued)
HCP, Inc.
3.750%, 2/1/16	$	8,000	$	8,540
3.750%, 2/1/19		4,940		5,328
Health Care REIT, Inc.
4.700%, 9/15/17		8,565		9,605
4.125%, 4/1/19		4,100		4,447
Healthcare Realty Trust, Inc. 6.500%, 1/17/17		3,000		3,454
Hertz Corp. (The)
144A 4.250%, 4/1/18(4)		3,030		3,102
5.875%, 10/15/20		9,420		9,985
Hexion U.S. Finance Corp.
144A 8.875%, 2/1/18(4)		14,485		15,064
144A 6.625%, 4/15/20(4)		10,605		10,685
6.625%, 4/15/20		3,540		3,567
Huntington Bancshares, Inc. 7.000%, 12/15/20		1,025		1,281
Huntington National Bank (The) 4.900%, 1/15/14		1,400		1,436
Hutchison Whampoa International Ltd. Series 12 144A 6.000%(3)(4)(7)(8)		13,210		14,102
Hyundai Capital Services, Inc.
144A 6.000%, 5/5/15(4)		4,975		5,439
144A 3.750%, 4/6/16(4)		500		530
144A 4.375%, 7/27/16(4)		1,500		1,621
144A 3.500%, 9/13/17(4)		8,000		8,517
144A 2.125%, 10/2/17(4)		2,940		2,965
ICICI Bank RegS 4.700%, 2/21/18(5)		13,000		13,727
ING Bank NV
144A 2.375%, 6/9/14(4)		5,000		5,090

	PAR VALUE		VALUE
Financials (continued)
144A 1.375%, 3/7/16(4)	$	5,000	$	4,977
144A 4.000%, 3/15/16(4)		4,000		4,286
ING U.S., Inc. 144A 2.900%, 2/15/18(4)		22,250		22,578
International Lease Finance Corp.
5.650%, 6/1/14		5,820		6,104
3.875%, 4/15/18		12,360		12,345
Intesa San Paolo SpA 3.125%, 1/15/16		12,190		11,917
Jefferies Group, Inc. 5.125%, 4/13/18		6,541		7,130
JPMorgan Chase & Co. 6.125%, 6/27/17		8,850		10,389
Kazkommerts Bank International BV 144A 7.875%, 4/7/14(4)		4,135		4,230
Kazkommertsbank JSC RegS 8.000%, 11/3/15(5)		1,000		1,002
KeyBank N.A.
5.800%, 7/1/14		1,450		1,539
7.413%, 5/6/15		3,000		3,383
4.950%, 9/15/15		1,295		1,410
KeyCorp 6.500%, 5/14/13		2,925		2,945
Korea Development Bank
4.375%, 8/10/15		2,525		2,708
3.875%, 5/4/17		7,000		7,583
3.500%, 8/22/17		9,750		10,474
Legg Mason, Inc. 5.500%, 5/21/19		13,868		15,055
Lincoln National Corp.
8.750%, 7/1/19		2,340		3,173
6.050%, 4/20/67(3)(8)		2,885		2,899
Macquarie Bank Ltd. 144A 3.450%, 7/27/15(4)		7,920		8,252
Manufacturers & Traders Trust Co. 5.629%, 12/1/21(3)		5,000		5,137
Mercantile Bankshares Corp. Series B, 4.625%, 4/15/13		4,708		4,714

See Notes to Financial Statements

19

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE			VALUE
CORPORATE BONDS AND NOTES (continued)
Financials (continued)
MetLife, Inc. 6.750%, 6/1/16	$	910		$	1,070
Metropolitan Life Global Funding I 144A 1.700%, 6/29/15(4)		13,770			14,061
Morgan Stanley
5.550%, 4/27/17		10,200			11,537
144A 10.090%, 5/3/17(4)		22,595	BRL		11,964
Nordea Bank AB 144A 2.125%, 1/14/14(4)		5,000			5,058
ORIX Corp. 5.000%, 1/12/16		5,228			5,639
Penske Truck Leasing Co. LP (PTL Finance Corp.) 144A 2.875%, 7/17/18(4)		8,505			8,677
Phosagro OAO (Phosagro Bond Funding Ltd.) 144A 4.204%, 2/13/18(4)(6)		14,800			14,744
PNC Funding Corp. 5.625%, 2/1/17		3,130			3,576
Progressive Corp. (The) 6.700%, 6/15/37(3)		2,740			3,028
Prudential Financial, Inc.
4.750%, 9/17/15		4,770			5,197
8.875%, 6/15/38(3)(8)		11,200			13,762
QGOG Constellation S.A. 144A 6.250%, 11/9/19(4)		7,925			8,381
Regions Bank 7.500%, 5/15/18		12,001			14,761
Regions Financial Corp. 5.750%, 6/15/15		2,535			2,751
Reynolds Group Issuer, Inc. (Reynolds Group Issuer LLC)
7.875%, 8/15/19		2,500			2,769
5.750%, 10/15/20		12,945			13,220

	PAR VALUE		VALUE
Financials (continued)
Rosneft Oil Co. (Rosneft International Finance Ltd.) 144A 3.149%, 3/6/17(4)(6)	$	10,800	$	10,854
Royal Bank of Scotland plc (The) 6.400%, 10/21/19		3,130		3,739
Russian Agricultural Bank OJSC (RSHB Capital SA)
144A 6.299%, 5/15/17(4)		2,905		3,181
144A 5.298%, 12/27/17(4)		18,055		19,136
Ryder System, Inc. 2.500%, 3/1/17		11,980		12,345
Santander Holdings USA, Inc. 3.000%, 9/24/15		980		1,005
Santander U.S. Debt S.A.U. 144A 3.724%, 1/20/15(4)		8,100		8,188
Sberbank of Russia (Sberbank Capital SA)
144A 4.950%, 2/7/17(4)(6)		35,165		37,451
144A 5.125%, 10/29/22(4)(6)		9,170		9,159
Senior Housing Properties Trust 4.300%, 1/15/16		6,875		7,194
Shinhan Bank
144A 4.375%, 7/27/17(4)		11,700		12,958
144A 1.875%, 7/30/18(4)		1,000		998
Skandinaviska Enskilda Banken AB 144A 1.750%, 3/19/18(4)		6,775		6,775
SLM Corp. 4.625%, 9/25/17		24,805		25,803
Societe Generale S.A.
144A 3.100%, 9/14/15(4)		2,900		3,003
144A 3.500%, 1/15/16(4)		6,895		7,235

See Notes to Financial Statements

20

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
CORPORATE BONDS AND NOTES (continued)
Financials (continued)
144A 5.922%(3)(4)(7)(8)(9)	$	6,800	$	6,377
Spansion LLC 7.875%, 11/15/17		2,955		3,132
State Street Corp. 4.956%, 3/15/18(8)		5,000		5,683
SunTrust Bank, Inc.
6.000%, 9/11/17		4,925		5,816
5.450%, 12/1/17		3,750		4,283
Svenska Handelsbanken AB 3.125%, 7/12/16		10,000		10,616
Swedbank AB 144A 1.750%, 3/12/18(4)		19,200		19,133
Telecom Italia Capital SA
6.175%, 6/18/14		4,900		5,126
7.175%, 6/18/19		2,395		2,725
TMK OAO (TMK Capital SA) 144A 6.750%, 4/3/20(4)(6)		12,135		11,959
Turkiye Garanti Bankasi AS 144A 4.000%, 9/13/17(4)		12,500		12,844
Turkiye Is Bankasi 144A 3.875%, 11/7/17(4)		16,700		16,950
Turkiye Vakiflar Bankasi Tao 144A 5.750%, 4/24/17(4)		14,000		15,109
United Rentals North America, Inc. 5.750%, 7/15/18		7,895		8,596
Unum Group 7.125%, 9/30/16		6,620		7,808
Ventas Realty LP (Ventas Capital Corp.)
4.000%, 4/30/19		7,100		7,753
2.700%, 4/1/20		2,948		2,960
Vnesheconombank (VEB Finance plc)
144A 5.375%, 2/13/17(4)		12,915		13,882
144A 5.450%, 11/22/17(4)(6)		3,500		3,799
VTB Bank OJSC (VTB Capital SA)
144A 6.465%, 3/4/15(4)(6)		15,900		17,013

	PAR VALUE		VALUE
Financials (continued)
144A 6.000%, 4/12/17(4)(6)	$	16,175	$	17,307
Wachovia Corp. 5.625%, 10/15/16		2,500		2,853
Webster Financial Corp. 5.125%, 4/15/14		2,500		2,562
Wells Fargo & Co. 5.125%, 9/15/16		5,000		5,647
Willis Group Holdings plc 4.125%, 3/15/16		6,000		6,376
Willis North America, Inc. 6.200%, 3/28/17		4,960		5,653
Yapi ve Kredi Bankasi AS 144A 4.000%, 1/22/20(4)		18,650		18,417
Zions Bancorp
5.650%, 5/15/14		1,775		1,824
7.750%, 9/23/14		6,194		6,734
4.500%, 3/27/17		8,120		8,676
				1,447,513
Health Care—0.9%
Community Health Systems, Inc. (CHS) 5.125%, 8/15/18		9,320		9,786
7.125%, 7/15/20		3,185		3,460
Express Scripts Holding Co. 3.500%, 11/15/16		10,000		10,774
HCA, Inc. 6.500%, 2/15/20		18,765		21,216
inVentiv Health, Inc. 144A 9.000%, 1/15/18(4)		3,810		4,010
Symbion, Inc. 8.000%, 6/15/16		6,517		6,924
Tenet Healthcare Corp. 144A 4.750%, 6/1/20(4)		9,275		9,345
U.S. Oncology, Inc. 0.000%, 2/16/49(10)(11)		1,263		0
Vanguard Health Holding Co. II, LLC (Vanguard Holding Co. II, Inc.) 7.750%, 2/1/19		3,212		3,453
				68,968

See Notes to Financial Statements

21

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
CORPORATE BONDS AND NOTES (continued)
Industrials—5.4%
ADS Tactical, Inc. 144A 11.000%, 4/1/18(4)	$	7,416	$	7,397
America West Airlines, Inc. Pass-Through-Trust
98-1, A 6.870%, 1/2/17		2,197		2,296
Series 99-1, G 7.930%, 1/2/19		9,643		10,607
Series 00-1, G 8.057%, 7/2/20		9,170		10,224
Series 01-1, G 7.100%, 4/2/21		15,384		17,115
American Airlines Pass-Through-Trust 13-1, A 144A 4.000%, 7/15/25(4)		6,245		6,350
American Honda Finance Corp. 144A 6.700%, 10/1/13(4)		4,850		4,996
Atlas Air Pass-Through-Trust
98-1, A 7.380%, 1/2/18		9,197		9,450
99-1, A1 7.200%, 1/2/19		2,098		2,182
00-1. A 8.707%, 1/2/19		3,050		3,233
AWAS Aviation Capital Ltd. 144A 7.000%, 10/15/16(4)		10,468		11,096
Continental Airlines Pass-Through-Trust
98-1, A 6.648%, 9/15/17		4,298		4,588
97-4, A 6.900%, 1/2/18		5,212		5,655
99-1, A 6.545%, 2/2/19		10,064		11,121
09-2, A 7.250%, 11/10/19		812		948
00-1, A-1 8.048%, 11/1/20		7,613		8,823
01-A1 6.703%, 6/15/21		13,467		14,578

	PAR VALUE			VALUE
Industrials (continued)
Delta Air Lines Pass-Through-Trust
11-1, A 5.300%, 4/15/19	$	15,293		$	16,899
09-1, A 7.750%, 12/17/19		3,443			3,976
12-1A, 1A 4.750%, 5/7/20		26,242			28,407
Deluxe Corp. 7.000%, 3/15/19		7,490			8,164
Hd Supply, Inc. 8.125%, 4/15/19		2,935			3,331
Hellenic Railways Organization SA 5.460%, 1/30/14		7,900	EUR		9,114
IPIC GMTN Ltd. RegS 3.750%, 3/1/17(5)		14,800			15,835
Kratos Defense & Security Solutions, Inc. 10.000%, 6/1/17		8,570			9,470
NCL Corp. Ltd. 144A 5.000%, 2/15/18(4)		740			758
Northwest Airlines Pass-Through-Trust
01-1, B 7.691%, 4/1/17		12,069			12,673
02-1, G2 6.264%, 11/20/21		20,609			21,845
Owens Corning, Inc. 6.500%, 12/1/16		2,262			2,547
Rexel SA 144A 5.250%, 6/15/20(4)		15,970			16,249
Sappi Papier Holding GmbH
144A 7.750%, 7/15/17(4)		12,830			14,241
144A 8.375%, 6/15/19(4)		7,770			8,654
ServiceMaster Co. 144A 7.000%, 8/15/20(4)		7,845			8,159
Spirit Aerosystems, Inc. 7.500%, 10/1/17		6,330			6,757
Toledo Edison Co. (The) 7.250%, 5/1/20		1,360			1,747

See Notes to Financial Statements

22

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
CORPORATE BONDS AND NOTES (continued)
Industrials (continued)
Transnet SOC Ltd. 144A 4.500%, 2/10/16(4)	$	9,000	$	9,455
U.S. Airways Pass-Through-Trust
98-1 6.850%, 1/30/18		5,108		5,415
98-1B 7.350%, 1/30/18		11,957		12,226
01-1G 7.076%, 3/20/21		25,415		27,448
11-1 A 7.125%, 10/22/23		7,845		9,002
12-1A 5.900%, 10/1/24		11,500		12,851
UAL Pass-Through-Trust
09-2 9.750%, 1/15/17		27,534		31,939
07-01A 6.636%, 7/2/22		11,434		12,420
Zoetis, Inc. 144A 1.875%, 2/1/18(4)		1,975		1,989
				442,230
Information Technology—0.8%
Avaya, Inc. 144A 7.000%, 4/1/19(4)		2,935		2,884
Ceridian Corp. 144A 11.000%, 3/15/21(4)		280		302
Digicel Ltd. 144A 8.250%, 9/1/17(4)		7,886		8,418
Dun & Bradstreet Corp. (The) 3.250%, 12/1/17		16,800		17,280
EarthLink, Inc. 8.875%, 5/15/19		5,100		5,176
Fidelity National Financial, Inc. 6.600%, 5/15/17		6,475		7,345
First Data Corp. 11.250%, 3/31/16		11,765		11,883
MDC-GMTN B.V. 144A 3.750%, 4/20/16(4)		4,000		4,222
NXP BV (NXP Funding LLC) 144A 5.750%, 2/15/21(4)		1,740		1,814

	PAR VALUE		VALUE
Information Technology (continued)
Tech Data Corp. 3.750%, 9/21/17	$	790	$	823
Xerox Corp. 4.250%, 2/15/15		4,000		4,213
				64,360
Materials—2.2%
Allegheny Technologies, Inc. 9.375%, 6/1/19		7,245		9,332
Ardagh Packaging Finance plc (Ardagh Packaging Holdings, Inc.) 144A 7.375%, 10/15/17(4)		8,145		8,949
Calumet Specialty Products Partners LP 9.375%, 5/1/19		8,441		9,496
Cemex SAB de CV 144A 9.500%, 6/15/18(4)		9,754		11,388
CRH America, Inc.
4.125%, 1/15/16		4,000		4,229
8.125%, 7/15/18		4,770		5,931
EuroChem Mineral & Chemical Co. OJSC (EuroChem GI Ltd.) 144A 5.125%, 12/12/17(4)(6)		11,920		12,158
FMG Resources Property Ltd.
144A 6.000%, 4/1/17(4)		2,485		2,566
144A 8.250%, 11/1/19(4)		8,600		9,320
Gerdau Holdings, Inc. 144A 7.000%, 1/20/20(4)		1,950		2,222
Huntsman International LLC 144A 4.875%, 11/15/20(4)		3,910		3,954
International Paper Co. 9.375%, 5/15/19		5,330		7,329
JMC Steel Group 144A 8.250%, 3/15/18(4)		6,030		6,422

See Notes to Financial Statements

23

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
CORPORATE BONDS AND NOTES (continued)
Materials (continued)
Libbey Glass, Inc. 6.875%, 5/15/20	$	8,135	$	8,816
Methanex Corp. 3.250%, 12/15/19		10,800		10,900
Nufarm Australia Ltd. 144A 6.375%, 10/15/19(4)		16,010		16,490
Sealed Air Corp. 144A 6.500%, 12/1/20(4)		2,355		2,591
Severstal OAO (Steel Capital SA) 144A 6.700%, 10/25/17(4)(6)		5,975		6,528
Sinopec Group Overseas Development Ltd. 144A 2.750%, 5/17/17(4)		10,000		10,430
Tronox Finance LLC 144A 6.375%, 8/15/20(4)		10,840		10,556
Vedanta Resources plc 144A 9.500%, 7/18/18(4)		13,090		15,446
				175,053
Telecommunication Services—1.9%
America Movil SAB de CV 2.375%, 9/8/16		11,000		11,316
CenturyLink, Inc. 6.000%, 4/1/17		10,050		10,883
Crown Castle Towers LLC
144A 4.523%, 1/15/15(4)		4,925		5,232
144A 3.214%, 8/15/15(4)		4,950		5,165
144A 5.495%, 1/15/17(4)		5,915		6,773
Equinix, Inc. 4.875%, 4/1/20		8,062		8,163
France Telecom SA 2.750%, 9/14/16		1,000		1,045
Frontier Communications Corp. 7.125%, 3/15/19		12,200		13,237

	PAR VALUE		VALUE
Telecommunication Services (continued)
GTP Acquisition Partners I LLC 144A 4.347%, 6/15/16(4)	$	3,000	$	3,186
Intelsat Luxembourg SA 144A 7.750%, 6/1/21(4)		8,000		8,160
SBA Tower Trust
144A 4.254%, 4/15/15(4)		13,535		14,322
144A 2.933%, 12/15/17(4)		13,275		13,870
Sprint Nextel Corp. 6.000%, 12/1/16		14,550		15,823
Telefonica Emisiones SAU 6.421%, 6/20/16		7,500		8,319
Wind Acquisition Finance S.A.
144A 11.750%, 7/15/17(4)		6,425		6,842
144A 7.250%, 2/15/18(4)		7,000		7,324
Windstream Corp. 7.750%, 10/15/20		12,125		13,216
				152,876
Utilities—0.9%
Abu Dhabi National Energy Co. 144A 2.500%, 1/12/18(4)		13,930		14,007
AmeriGas Partners LP (AmeriGas Finance Corp.)
6.250%, 8/20/19		5,670		6,067
6.750%, 5/20/20		4,000		4,370
Centrais Eletricas Brasileiras SA 144A 6.875%, 7/30/19(4)		10,875		12,397
Enel Finance International N.V. 144A 3.875%, 10/7/14(4)		2,000		2,056
Korea Electric Power Corp. 144A 5.500%, 7/21/14(4)		3,420		3,613
Korea Gas Corp. 144A 6.000%, 7/15/14(4)		2,000		2,124

See Notes to Financial Statements

24

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
CORPORATE BONDS AND NOTES (continued)
Utilities (continued)
Korea Hydro & Nuclear Power Co., Ltd. 144A 3.125%, 9/16/15(4)	$	1,000	$	1,043
Korea Western Power Co., Ltd. 144A 3.125%, 5/10/17(4)		9,800		10,266
NRG Energy, Inc.
7.625%, 1/15/18		1,485		1,696
8.500%, 6/15/19		6,050		6,670
PPL WEM Holdings plc 144A 3.900%, 5/1/16(4)		5,495		5,805
TransAlta Corp. 4.750%, 1/15/15		2,220		2,343
				72,457
TOTAL CORPORATE BONDS AND NOTES
(Identified Cost $2,725,184)				2,859,978
LOAN AGREEMENTS(3)—15.9%
Consumer Discretionary—3.7%
Acosta, Inc. Tranche D, 5.000%, 3/2/18		7,980		8,107
Acquisitions Cogeco Cable II L.P. (Atlantic Broadband (Penn) Holdings, Inc.) Tranche B, 0.000%, 12/2/19(12)		4,070		4,135
Advantage Sales & Marketing First Lien, 4.250%, 12/18/17		2,459		2,491
Allison Transmission, Inc. Tranche B-3 4.250%, 8/23/19		7,716		7,840
Boyd Gaming Corp. 5.000%, 12/17/15		4,688		4,756
Caesars Entertainment Operating Co., Inc. (Harrah’s Operating Company, Inc.)
Tranche B-4, 9.500%, 10/31/16		5,935		6,070

	PAR VALUE			VALUE
Consumer Discretionary (continued)
Tranche B-6, 5.454%, 1/28/18	$	10,226		$	9,502
Charter Communications Operating LLC
Tranche C, 3.450%, 9/6/16		760			766
Tranche D, 4.000%, 5/15/19		4,950			5,004
Chrysler Group LLC Tranche B, 6.000%, 5/24/17		8,253			8,419
Cumulus Media Holdings, Inc. First Lien, 4.500%, 9/17/18		9,867			10,019
Entercom Radio LLC Tranche B, 5.333%, 11/23/18		5,573			5,683
Estado de Santa Catarina 0.000%, 12/27/22(12)		15,000			15,982
Fram Group Holdings, Inc. (Prestone Holdings, Inc.) First Lien, 6.500%, 7/29/17		4,808			4,882
Gateway Casinos & Entertainment Ltd. Tranche B, 6.750%, 5/12/16		3,196	CAD		3,152
Getty Images, Inc. 4.750%, 10/18/19		6,384			6,481
HD Supply, Inc. 4.500%, 10/12/17		11,811			11,948
Hostess Brands Acquisition LLC 0.000%, 3/21/20(12)		5,251			5,382
Hubbard Radio LLC Tranche 1, 4.500%, 4/28/17		4,679			4,737
Landry’s, Inc. (Landry’s Restaurants, Inc.) Tranche B, 0.000%, 4/24/18(12)		10,776			10,884

See Notes to Financial Statements

25

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
LOAN AGREEMENTS (continued)
Consumer Discretionary (continued)
MedAssets, Inc. Tranche B, 4.000%, 12/13/19	$	729	$	739
MGM Resorts International (MGM Grand Detroit LLC)
Tranche A, 3.836%, 12/20/17		2,993		3,003
Tranche B, 4.250%, 12/20/19		1,804		1,837
MTL Publishing LLC (EMI Music Publishing Group North America Holdings, Inc.) Tranche B, 4.250%, 6/29/18		7,333		7,427
Neiman Marcus Group, Inc. (The) 4.000%, 5/16/18		5,402		5,458
Nine Entertainment Group Ltd. (fPBL Media Group Limited) Tranche B, 0.000%, 2/5/20(12)		14,265		14,336
Ozburn-Hessey Holding Co., LLC First Lien, 8.250%, 4/8/16		1,066		1,071
Penn National Gaming, Inc. Tranche B, 0.000%, 7/16/18(12)		12,175		12,299
Pilot Travel Centers LLC
Refinancing Tranche B, 3.750%, 3/30/18		3,175		3,216
First Amendment Tranche B, 4.250%, 8/7/19		416		422
PVH Corp. (Phillips-Van Heusen Corp.) Tranche B, 3.250%, 2/13/20		3,395		3,435
Radio One, Inc. 7.500%, 3/31/16		1,889		1,941

	PAR VALUE		VALUE
Consumer Discretionary (continued)
ServiceMaster Co. (The)
Tranche C, 4.250%, 1/31/17	$	3,990	$	4,039
Tranche B, 4.460%, 1/31/17		4,221		4,269
Seven Sea Cruises S. DE R.L. Tranche B-1, 4.750%, 12/21/18		5,128		5,205
Sports Authority, Inc. (The) Tranche B, 7.500%, 11/16/17		2,248		2,271
SRAM LLC First Lien, 5.750%, 6/7/18		2,165		2,171
Station Casinos LLC 0.000%, 3/2/20(12)		12,568		12,735
TCW Group 0.000%, 2/6/20(12)		6,362		6,452
TI Group Auto Systems LLC 0.000%, 3/28/19(12)		6,695		6,762
Tribune Co. Tranche B, 4.000%, 12/31/19		4,601		4,654
Virgin Media Investment Holdings Ltd. 0.000%, 2/15/20(12)		16,968		16,921
VWR Funding, Inc.
Tranche B-1, 4.204%, 4/3/17		831		841
4.454%, 4/3/17		3,186		3,226
WideOpenWest Finance LLC
0.000%, 7/17/17(12)		1,213		1,225
0.000%, 7/17/18(12)		9,131		9,244
0.000%, 4/1/19(12)		8,891		8,993
WMG Acqusition Corp. 5.250%, 11/1/18		5,096		5,184
Zuffa LLC 0.000%, 2/25/20(12)		10,991		11,156
				296,772

See Notes to Financial Statements

26

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
LOAN AGREEMENTS (continued)
Consumer Staples—0.9%
AdvancePierre Foods, Inc. First Lien, 5.750%, 7/10/17	$	212	$	216
American Rock Salt Co. LLC 5.500%, 4/25/17		10,732		10,753
Aramark Corp. Tranche D, 0.000%, 8/22/19(12)		10,099		10,211
Del Monte Foods Co. 0.000%, 3/8/18(12)		18,827		19,029
Heinz (H.J.) Co.
Tranche B1, 0.000%, 3/27/19(12)		5,705		5,737
Tranche B2, 0.000%, 3/27/19(12)		5,704		5,760
Pinnacle Foods Finance LLC
Tranche F, 4.750%, 10/17/18		7,067		7,158
Tranche E, 4.750%, 10/17/18		2,168		2,195
Reynolds Group Holdings, Inc. 4.750%, 9/28/18		6,115		6,213
Rite Aid Corp.
Tranche 6, 0.000%, 2/21/20(12)		7,000		7,093
Tranche 1, Second Lien 5.750%, 8/21/20		720		748
				75,113
Energy—0.8%
Buffalo Gulf Coast Terminals LLC 5.250%, 10/31/17		3,283		3,357
Chesapeake Energy Corp. 5.750%, 12/2/17		19,495		20,126
CITGO Petroleum Corp. Tranche C, 9.000%, 6/24/17		1,891		1,935

	PAR VALUE		VALUE
Energy (continued)
EP Energy LLC (Everest Acquisition LLC)
Tranche B-1, 5.000%, 5/24/18	$	6,150	$	6,240
Tranche B-2, 4.500%, 4/30/19		2,047		2,077
FTS International, Inc. (Frac Tech International LLC) 8.500%, 5/6/16		11,340		10,772
Gibson Energy ULC Tranche B, 4.750%, 6/15/18		3,819		3,879
NGPL Pipeco LLC 6.750%, 9/15/17		6,335		6,438
Plains Exploration & Production Co. 4.000%, 11/30/19		2,834		2,841
Samson Investment Co. Second Lien, 6.000%, 9/25/18		8,366		8,479
				66,144
Financials—1.8%
Alitsource Portfolio Solutions S.A.R.L Tranche B, 5.750%, 11/27/19		9,975		10,125
Asurion LLC (Asurion Corp.) 4.500%, 5/24/19		10,352		10,480
Capital Automotive LP Tranche B, 0.000%, 3/11/17(12)		4,822		4,854
iPayment, Inc . 5.750%, 5/8/17		6,546		6,587
iStar Financial, Inc.
Tranche A-2, 7.000%,3/19/17		4,000		4,274
4.500%, 10/15/17		15,073		15,237
MIP Delaware LLC Tranche B-1, 0.000%, 3/9/20(12)		7,952		8,025

See Notes to Financial Statements

27

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
LOAN AGREEMENTS (continued)
Financials (continued)
Nuveen Investments, Inc.
Tranche A, First Lien 6.204%, 5/13/17	$	9,700	$	9,903
Second Lien, 8.250%, 2/28/19		6,981		7,127
Ocwen Financial Corp. 5.000%, 2/15/18		6,159		6,276
Realogy Corp.
Extended LOC, 4.400%, 10/10/16		745		756
Tranche B, 4.500%, 3/5/20		18,052		18,331
RPI Finance Trust 4.000%, 11/9/18		11,047		11,171
Springleaf Financial Funding Co. (American General Finance Corp.) 5.500%, 5/10/17		9,025		9,095
Trans Union LLC 0.000%, 2/8/19(12)		2,801		2,844
Walter Investment Management Corp. Tranche B, 5.750%, 11/28/17		17,860		18,205
				143,290
Health Care—2.2%
Alere, Inc. Tranche B-2, 4.750%, 6/30/17		4,950		5,000
Alere, Inc. (IM US Holdings LLC)
Tranche B-1, 4.750%, 6/30/17		2,466		2,491
Tranche B, 5.500%, 6/30/17		1,333		1,347
American Renal Holdings, Inc. Tranche B, First Lien, 4.500%, 8/20/19		9,463		9,504

	PAR VALUE		VALUE
Health Care (continued)
Aptalis Pharma, Inc. (Axcan Intermediate Holdings, Inc.) Tranche B-1, 5.500%, 2/10/17	$	3,055	$	3,087
Ardent Medical Services, Inc. First Lien, 6.750%, 7/2/18		4,361		4,448
Capsugel Holdings U.S., Inc. 4.750%, 8/1/18		2,787		2,838
Catalent Pharma Solutions, Inc. (Cardinal Health 409, Inc.) Tranche 2, 4.250%, 9/15/17		3,687		3,726
ConvaTec, Inc. 5.000%, 12/22/16		1,433		1,461
DaVita, Inc. (DaVita, Inc.) Tranche B-2 4.000%, 11/1/19		10,757		10,886
Emdeon, Inc. Tranche B-1, 5.000%, 11/2/18		2,467		2,504
Health Management Associates, Inc. Tranche B, 0.000%, 11/16/18(12)		8,528		8,621
Hologic, Inc. Tranche B, 4.500%, 8/1/19		14,428		14,646
Iasis Healthcare LLC Tranche B-2, 4.500%, 5/3/18		5,848		5,936
InVentiv Health, Inc. (Ventive Health, Inc.) 7.500%, 8/4/16		8,750		8,714
Kinetic Concepts, Inc.
Tranche C-2, 5.000%, 11/4/16		6,771		6,874
Tranche C-1, 5.500%, 5/4/18		592		604
Multiplan, Inc. Tranche B-1, 4.000%, 8/26/17		6,647		6,731

See Notes to Financial Statements

28

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
LOAN AGREEMENTS (continued)
Health Care (continued)
NBTY, Inc. Tranche B-2, 3.500%, 10/1/17	$	2,334	$	2,367
Par Pharmaceutical Cos, Inc. (Par Pharmaceutical, Inc.) Tranche B-1, 4.250%, 9/30/19		10,799		10,928
Quintiles Transnational Corp. Tranche B-2, 0.000%, 6/8/18(12)		4,429		4,494
Rural/Metro Operating Co. LLC First Lien, 5.750%, 6/30/18		4,450		4,482
Sheridan Holdings, Inc. 4.500%, 6/29/18		8,610		8,692
Surgery Center Holdings, Inc. 0.000%, 2/6/17(12)		4,048		4,058
U.S. Renal Care, Inc. First Lien, 6.250%, 7/3/19		2,742		2,790
United Surgical Partners International, Inc. Tranche B, 0.000%, 4/3/19(12)		3,817		3,849
Universal Health Services, Inc. Tranche B, 3.750%, 11/15/16		1,934		1,960
Valeant Pharmaceuticals International, Inc.
Tranche D-1, 3.500%, 2/13/19		14,268		14,457
Tranche C-1, 3.500%, 12/11/19		3,940		3,991
Vanguard Health Holding Company II LLC (Vanguard Health System, Inc.) Tranche B, 0.000%, 1/29/16(12)		5,328		5,403

	PAR VALUE		VALUE
Health Care (continued)
Warner Chilcott Co. LLC Tranche B-2, 4.250%, 3/15/18	$	1,170	$	1,191
Warner Chilcott Corp.
Tranche B-1, 4.250%, 3/15/18		1,438		1,463
Tranche B-1, 4.250%, 3/15/18		3,302		3,361
(WC Luxco S.A.R.L.) Tranche B-3, 4.250%, 3/15/18		2,602		2,649
				175,553
Industrials—1.9%
ADS Waste Holdings Tranche B, 0.000%, 10/9/19(12)		14,872		15,059
Aluma Systems, Inc. (Brand Energy & Infrastructure) Tranche-1 6.250%, 10/23/18		1,868		1,890
AWAS Finance Luxemborg S.A. 4.750%, 7/16/18		10,520		10,603
Brand Energy & Infrastructure Services, Inc. (FR Brand Acquisition Corp.) Tranche B-1, First Lien, 6.250%, 10/23/18		7,783		7,874
Brickman Group Holdings, Inc. Tranche B-1, 5.500%, 10/14/16		5,774		5,885
Brock Holdings Ill, Inc. First Lien, 6.375%, 3/16/17		1,491		1,510
Ceridian Corp. Extended, 5.953%, 5/9/17		13,415		13,677
CHG Buyer Corp. First Lien, 5.000%, 11/19/19		10,121		10,272

See Notes to Financial Statements

29

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
LOAN AGREEMENTS (continued)
Industrials (continued)
Delta Air Lines, Inc. Tranche B-1, 5.250%, 10/18/18	$	6,444	$	6,561
DigitalGlobe, Inc. 3.750%, 1/31/20		839		852
Edwards Ltd. 0.000%, 3/26/20(12)		8,100		8,140
Emergency Medical Services Corp. 4.000%, 5/25/18		6,782		6,869
Garda Security Group, Inc. Tranche B 4.500%, 11/13/19		4,239		4,300
Harland Clarke Holdings Corp. (Clarke American Corp.) Tranche B-2 5.454%, 6/30/17		5,539		5,489
Husky Injection Molding System (Yukon Acquisition, Inc.) 4.250%, 7/2/18		5,258		5,328
McJunkin Red Man Corp. 6.250%, 11/8/19		7,019		7,128
Mirror Bidco, Inc. 5.250%, 12/28/19		4,364		4,419
Sequa Corp. 5.250%, 6/19/17		5,237		5,332
Spirit Aerosystems, Inc. Tranche B 3.750%, 4/18/19		13,860		14,029
Swift Transportation Co. LLC Tranche B-2, 5.000%, 12/21/17		815		826
Terex Corp. 4.500%, 4/28/17		6,304		6,430
WCA Waste Corp. (WCA Waste Systems, Inc.) 5.500%, 3/23/18		9,417		9,500

	PAR VALUE		VALUE
Industrials (continued)
WireCo Worldgroup, Inc. 6.000%, 2/15/17	$	2,502	$	2,537
				154,510
Information Technology—2.5%
Alcatel-Lucent U.S.A., Inc.
6.250%, 8/1/16		1,444		1,468
7.250%, 1/30/19		15,893		16,162
Avaya, Inc.
Tranche B-3, 4.788%, 10/26/17		3,042		2,879
Tranche B-5, 8.000%, 3/31/18		2,517		2,537
Blue Coat Systems, Inc. 5.750%, 2/15/18		6,533		6,602
CCC Holdings, Inc. Tranche B 0.000%, 12/20/19(12)		5,930		6,009
CDW LLC (CDW Corp.) Extended, 4.000%, 7/15/17		6,625		6,664
Commscope, Inc. Tranche 2, 3.750%, 1/14/18		1,686		1,706
Deltek, Inc. First Lien, 5.000%, 10/10/18		9,601		9,693
DynCorp International, Inc. 6.250%, 7/7/16		5,886		5,942
Eze Castle Software, Inc. 0.000%, 3/31/19(12)		609		619
First Data Corp.
Tranche B, 5.204%, 3/24/17		7,935		8,016
5.204%, 3/24/17		6,045		6,106
5.204%, 3/23/18		14,000		13,976
Freescale Seminconductor, Inc.
0.000%, 12/1/16(12)		2,000		2,020
Tranche B-1 0.000%, 3/1/20(12)		10,853		10,911

See Notes to Financial Statements

30

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
LOAN AGREEMENTS (continued)
Information Technology (continued)
Genpact Ltd. 4.250%, 8/30/19	$	2,438	$	2,477
IMS Health, Inc. Tranche B-1, 3.750%, 9/1/17		7,915		8,011
Infor (US), Inc. (Lawson Software, Inc.) Tranche B-2 5.250%, 4/5/18		8,223		8,367
Interactive Data Corp. 0.000%, 2/11/18(12)		5,279		5,347
Moneygram International, Inc. 0.000%, 3/28/20(12)		4,685		4,735
Mood Media Corp. First Lien, 7.000%, 5/6/18		2,735		2,754
Novell, Inc. (Attachmate Corp.) First Lien, 7.500%, 11/22/17		9,787		9,919
NuSil Technology LLC 5.000%, 4/7/17		1,035		1,044
Presidio, Inc. 5.750%, 3/31/17		11,223		11,349
Riverbed Technology, Inc. 4.000%, 12/18/19		3,972		4,019
RP Crown Parent LLC First Lien 6.750%, 12/21/18		3,325		3,396
Scitor Corp. 5.000%, 2/15/17		742		746
Sophia LP Tranche B, 4.500%, 7/19/18		6,599		6,703
Spansion LLC 0.000%, 12/13/18(12)		4,242		4,299
SRA International, Inc. 6.500%, 7/20/18		6,905		6,905
SSI Investments II Ltd. (Skillsoft) 5.000%, 5/26/17		3,348		3,395

	PAR VALUE		VALUE
Information Technology (continued)
SunGard Data Systems, Inc. (Solar Capital Corp.)
Tranche E, 0.000%, 3/8/20(12)	$	3,379	$	3,419
Wall Street Systems Holdings, Inc. First Lien, 5.750%, 10/25/19		6,539		6,625
				194,820
Materials—1.0%
Ameriforge Group, Inc. First Lien, 6.000%, 12/19/19		2,803		2,846
Avantor Performance Materials Holdings, Inc. 5.250%, 6/24/17		2,316		2,322
AZ Chem US, Inc. 6.250%, 12/22/17		5,196		5,293
Berry Plastics Group, Inc. Tranche D, 3.500%, 2/10/20		5,953		5,950
CPG International I, Inc. 5.750%, 9/21/19		2,651		2,680
Flash Dutch 2 B.V. & U.S Coatings Acquisition, Inc. Tranche B, 4.750%, 2/1/20		3,020		3,065
Fortescue Metals Group Ltd. 5.250%, 10/18/17		7,034		7,130
General Chemical Corp. Tranche B, 5.375%, 10/6/15		4,653		4,689
Houghton International, Inc. Holding Corp. First Lien, 5.000%, 12/20/19		14,434		14,682
Huntsman International LLC Extended Tranche B, 2.743%, 4/19/17		8,065		8,136
Ineos US Finance LLC 6.500%, 5/4/18		8,925		9,091

See Notes to Financial Statements

31

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	PAR VALUE		VALUE
LOAN AGREEMENTS (continued)
Materials (continued)
JMC Steel Group, Inc. 4.750%, 4/1/17	$	627	$	635
Kronos, Inc. First Lien, 4.500%, 10/30/19		3,142		3,192
Novelis, Inc. 0.000%, 3/10/17(12)		2,794		2,837
QS0001 Corp. (Tomkins Air) First Lien, 0.000%, 11/9/18(12)		3,864		3,927
Tronox, Inc. 0.000%, 3/19/20(12)		3,985		4,049
				80,524
Telecommunication Services—0.7%
Cricket Communications, Inc. 0.000%, 3/8/20(12)		15,400		15,514
Intelsat Jackson Holding S.A. (Intelsat Jackson Holding Ltd.)
3.205%, 2/1/14		2,335		2,337
Tranche B-1, 4.500%, 4/2/18		13,431		13,648
Level 3 Financing, Inc.
Tranche B 2016, 4.750%, 2/1/16		1,426		1,449
Tranche B-II 2019, 4.750%, 8/1/19		9,850		9,983
Tranche B 2019, 5.250%, 8/1/19		6,319		6,416
West Corp. 4.250%, 6/30/18		6,363		6,478
Windstream Corp. Tranche B-4, 3.500%, 1/23/20		3,686		3,730
				59,555
Utilities—0.4%
Calpine Corp. 4.000%, 10/9/19		6,716		6,818
NRG Energy, Inc. 0.000%, 7/1/18(12)		4,421		4,487

	PAR VALUE		VALUE
Utilities (continued)
Silver II Borrower SCA 0.000%, 12/13/19(12)	$	13,211	$	13,339
Texas Compeptitive Electric Holdings Co. LLC Extended, 4.747%, 10/10/17		5,925		4,215
				28,859
TOTAL LOAN AGREEMENTS
(Identified Cost $1,256,205)				1,275,140
	SHARES
PREFERRED STOCK—0.5%
Financials—0.5%
Ally Financial, Inc. 144A 7.000%(4)		702		694
Banco Bilbao Vizcaya Argentaria S.A. International S.A. Unipersonal 5.919%(3)		5,835,000		5,135
Banco do Brasil S.A. 144A 8.500%(3)(4)		700,000		836
JPMorgan Chase & Co.(3)		3,360,000		3,862
Wells Fargo & Co.(3)		16,155,000		18,639
Zions Bancorp, Series C, ADR 9.500%		251,925		6,512
TOTAL PREFERRED STOCK
(Identified Cost $34,430)				35,678
COMMON STOCKS—0.0%
Financials—0.0%
CIT Group, Inc.(2)		26,344		1,146
Materials—0.0%
Catalyst Paper Corp.(2)		133,375		307
Catalyst Paper Corp.		2,284,459		1,827
				2,134
TOTAL COMMON STOCKS
(Identified Cost $4,782)				3,280
TOTAL LONG TERM INVESTMENTS—99.4%
(Identified cost $7,730,119)				7,996,908

See Notes to Financial Statements

32

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
SHORT-TERM INVESTMENTS—2.8%
Money Market Mutual Funds—2.8%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		229,236,226	$	229,236
TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $229,236)				229,236
TOTAL INVESTMENTS—102.2% (Identified Cost $7,959,355)				8,226,144	(1)
Other assets and liabilities, net—(2.2)%				(174,032	)
NET ASSETS—100.0%			$	8,052,112

Abbreviations:

ADR American Depositary Receipt

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

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

GNMA Government National Mortgage Association (“Ginnie Mae”)

PIK Payment-in-Kind Security

REIT Real Estate Investment Trust

REMIC Real Estate Mortgage Investment Conduit

Footnote Legend:

⁽¹⁾ Federal Income Tax Information: For tax information at March 31, 2013, 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 March 31, 2013.

⁽⁴⁾  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At March 31, 2013, these securities amounted to a value of $2,519,147 or 31.3% 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⁾  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.

⁽⁷⁾  No contractual maturity date

⁽⁸⁾  Interest payments may be deferred.

⁽⁹⁾  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.

⁽¹⁰⁾  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.

⁽¹¹⁾  Illiquid security.

⁽¹²⁾  This loan will settle after March 31, 2013, at which time the interest rate will be determined.

See Notes to Financial Statements

33

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

Foreign Currencies:

AUD Australian Dollar

BRL Brazilian Real

CAD Canadian Dollar

COP Colombian Peso

EUR European Currency Unit

IDR Indonesian Rupiah

KRW South Korean Won

MXN Mexican Peso

NOK Norwegian Krone

NZD New Zealand Dollar

PEN Peruvian Nuevo Sol

RUB Russian Rubble

TRY Turkish Lira

ZAR South African Rand

Country Weightings†
United States	71	%
Luxembourg	3
Brazil	2
Canada	2
South Korea	2
Turkey	2
Venezuela	2
Other	16
Total	100	%
† % of total investments as of March 31, 2013

KEY INVESTMENT TERMS:

Barclays U.S. Aggregate Bond Index

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

MSCI All Country World Index (Net)

The MSCI AC World Index (Net) is a free float-adjusted market capitalization-weighted index that measures equity performance of developed and emerging markets. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged and not available for direct investment.

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.

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.

See Notes to Financial Statements

34

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (see Security Valuation Note 2A in the Notes to Financial Statements):

Investments in Securities:	Total Value at March 31, 2013		Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Debt Securities:
Asset-Backed Securities	$	1,135,264	$	—	$	1,106,689	$	28,575
Corporate Bonds And Notes		2,859,978		—		2,859,978		—
Foreign Government Securities		846,640		—		846,640		—
Loan Agreements		1,275,140		—		1,259,158		15,982
Mortgage-Backed Securities		1,804,243		—		1,804,243		—
Municipal Bonds		10,986		—		10,986		—
U.S. Government Securities		25,699		—		25,699		—
Equity Securities:
Preferred Stock		35,678		6,512		29,166		—
Common Stocks		3,280		1,146		1,827		307
Short-term Investments		229,236		229,236		—		—
Total Investments	$	8,226,144	$	236,894	$	7,944,386	$	44,864

There were no 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:

	Total			Asset-Backed Securities			Corporate Bonds and Notes			Loan Agreements			Common Stocks
Investments in Securities
Balance as of September 30, 2012:	$	133		$	—		$	21		$	—		$	112
Accrued discount/(premium)		(15	)		7			—			(22	)		—
Realized gain (loss)		(942	)		(1	)		(941	)					—
Change in unrealized appreciation/(depreciation)		499			(270	)		921			(346	)		194
Purchases		45,255			28,904			—			16,350			1
Sales(b)		(66	)		(65	)		(1	)					—
Transfers into Level 3 (a)		—			—			—						—
Transfers from Level 3 (a)		—			—			—						—
Balance as of March 31, 2013	$	44,864		$	28,575		$	0	(c)	$	15,982		$	307

^(a) “Transfers into and/or from” represent the ending value as of March 31, 2013, for any investment security where a change in the pricing level occurred from the beginning to the end of the period.

^(b)  Includes paydowns on securities.

^(c) Includes internally fair valued security currently priced at zero $0. See the last paragraph under “Note 2A Security Valuation” for a description of the valuation process in place and a qualitative discussion about sensitive inputs used in Level 3 internally fair valued measurements.

See Notes to Financial Statements

35

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

STATEMENTS OF ASSETS AND LIABILITIES

MARCH 31, 2013 (Unaudited)

(Reported in thousands except shares and per share amounts)

Assets
Investment in securities at value(1)	$	8,226,144
Foreign currency at value(2)		891
Cash		8,686
Receivables
Investment securities sold		43,031
Fund shares sold		62,745
Dividends and interest receivable		70,250
Prepaid trustee retainer		48
Prepaid expenses		285
Total assets		8,412,080
Liabilities
Payables
Fund shares repurchased		28,493
Investment securities purchased		320,072
Dividend distributions		3,492
Investment advisory fee		3,141
Distribution and service fees		2,013
Administration fee		867
Transfer agent fees and expenses		1,461
Trustees’ fee and expenses		12
Professional fee		33
Other accrued expenses		384
Total liabilities		359,968
Net Assets	$	8,052,112
Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	7,829,665
Accumulated undistributed net investment income (loss)		(351	)
Accumulated undistributed net realized gain (loss)		(43,917	)
Net unrealized appreciation (depreciation) on investments		266,715
Net Assets	$	8,052,112
Class A
Net asset value (net assets/shares outstanding) per share	$	4.96
Maximum offering price per share NAV/(1-2.25%)	$	5.07
Shares of beneficial interest outstanding, no par value, unlimited authorization		708,294,241
Net Assets	$	3,511,732
Class B
Net asset value (net assets/shares outstanding) and offering price per share	$	4.93
Shares of beneficial interest outstanding, no par value, unlimited authorization		576,668
Net Assets	$	2,843
Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	5.01
Shares of beneficial interest outstanding, no par value, unlimited authorization		305,380,269
Net Assets	$	1,531,245
Class T
Net asset value (net assets/shares outstanding) and offering price per share	$	5.00
Shares of beneficial interest outstanding, no par value, unlimited authorization		152,726,324
Net Assets	$	763,879
Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	4.96
Shares of beneficial interest outstanding, no par value, unlimited authorization		451,762,406
Net Assets	$	2,242,413
(1) Investment in securities at cost	$	7,959,355
(2) Foreign currency at cost	$	891

See Notes to Financial Statements

36

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

STATEMENT OF OPERATIONS

SIX MONTHS ENDED MARCH 31, 2013 (Unaudited)

($ reported in thousands)

Investment Income
Interest	$	169,970
Dividends		246
Foreign taxes withheld		(67	)
Total investment income		170,149
Expenses
Investment advisory fees		16,784
Service fees, Class A		4,071
Distribution and service fees, Class B		12
Distribution and service fees, Class C		3,182
Distribution and service fees, Class T		3,664
Administration fees		4,587
Transfer agent fee and expenses		3,662
Registration fees		227
Printing fees and expenses		161
Trustees’ fee and expenses		155
Custodian fees		119
Professional fees		57
Miscellaneous expenses		362
Total expenses		37,043
Net investment income (loss)		133,106
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		11,312
Net realized gain (loss) on foreign currency transactions		(710	)
Capital gain distributions from underlying funds		—	(1)
Net change in unrealized appreciation (depreciation) on investments		19,543
Net change in unrealized appreciation (depreciation) on foreign currency translation		(198	)
Net gain (loss) on investments		29,947
Net increase (decrease) in net assets resulting from operations	$	163,053

⁽¹⁾  Amount is less than $500.

See Notes to Financial Statements

37

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

STATEMENT OF CHANGES IN NET ASSETS

(Reported in thousands)

	Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	133,106		$	223,198
Net realized gain (loss)		10,602			43,775
Net change in unrealized appreciation (depreciation)		19,345			252,207
Increase (decrease) in net assets resulting from operations		163,053			519,180
From Distributions to Shareholders
Net investment income, Class A		(61,959	)		(117,018	)
Net investment income, Class B		(53	)		(178	)
Net investment income, Class C		(22,192	)		(31,198	)
Net investment income, Class T		(11,086	)		(22,443	)
Net investment income, Class I		(37,648	)		(59,595	)
Decrease in net assets from distributions to shareholders		(132,938	)		(230,432	)
From Share Transactions
Sale of shares
Class A (187,484 and 243,732 shares, respectively)		929,152			1,174,129
Class B (9 and 55 shares, respectively)		45			263
Class C (130,691 and 124,342 shares, respectively)		654,895			608,471
Class T (20,818 and 45,372 shares, respectively)		104,027			220,411
Class I (183,345 and 211,432 shares, respectively)		910,057			1,017,729
Reinvestment of distributions
Class A (11,796 and 22,479 shares, respectively)		58,445			108,432
Class B (10 and 33 shares, respectively)		50			157
Class C (4,221 and 5,808 shares, respectively)		21,126			28,350
Class T (1,469 and 2,957 shares, respectively)		7,337			14,392
Class I (5,146 and 7,492 shares, respectively)		25,499			36,212
Shares repurchased
Class A (106,515 and 178,092 shares, respectively)		(527,941	)		(852,783	)
Class B (174 and 551 shares, respectively)		(857	)		(2,626	)
Class C (43,404 and 46,855 shares, respectively)		(217,470	)		(227,897	)
Class T (11,003 and 19,463 shares, respectively)		(55,050	)		(94,472	)
Class I (61,959 and 86,490 shares, respectively)		(307,459	)		(416,145	)
Increase (decrease) in net assets from share transactions		1,601,856			1,614,623
Net increase (decrease) in net assets		1,631,971			1,903,371
Net Assets
Beginning of period		6,420,141			4,516,770
End of period	$	8,052,112		$	6,420,141
Accumulated undistributed net investment income (loss) at end of period	$	(351	)	$	(519	)

See Notes to Financial Statements

38

VIRTUS MULTI-SECTOR SHORT TERM BOND 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)(2)		Net Realized and Unrealized Gain (Loss)			Total from Investment Operations			Dividends from Net Investment Income			Total Distributions			Change in Net Asset Value			Net Asset Value, End Period			Total Return(1)			Net Assets, End of Period (000's)			Ratio of Expenses to Average Net Assets(6)			Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
Class A
10/1/12 to 3/31/13(7)		$	4.94		0.09		0.02			0.11			(0.09	)		(0.09	)		0.02			$	4.96		2.33	%(4)		$	3,511,732		0.98	%(3)		3.79	%(3)		23	%(4)
10/1/11 to 9/30/12			4.67		0.21		0.27			0.48			(0.21	)		(0.21	)		0.27				4.94		10.58				3,038,093		1.01			4.31			52
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
Class B
10/1/12 to 3/31/13(7)		$	4.91		0.08		0.02			0.10			(0.08	)		(0.08	)		0.02			$	4.93		2.09	%(4)		$	2,843		1.48	%(3)		3.29	%(3)		23	%(4)
10/1/11 to 9/30/12			4.65		0.18		0.27			0.45			(0.19	)		(0.19	)		0.26				4.91		9.87				3,590		1.51			3.86			52
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
Class C
10/1/12 to 3/31/13(7)		$	4.99		0.09		0.02			0.11			(0.09	)		(0.09	)		0.02			$	5.01		2.18	%(4)		$	1,531,245		1.23	%(3)		3.54	%(3)		23	%(4)
10/1/11 to 9/30/12			4.72		0.20		0.27			0.47			(0.20	)		(0.20	)		0.27				4.99		10.19				1,067,276		1.27			4.04			52
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
Class T
10/1/12 to 3/31/13(7)		$	4.98		0.08		0.02			0.10			(0.08	)		(0.08	)		0.02			$	5.00		1.93	%(4)		$	763,879		1.73	%(3)		3.04	%(3)		23	%(4)
10/1/11 to 9/30/12			4.71		0.17		0.28			0.45			(0.18	)		(0.18	)		0.27				4.98		9.67				704,225		1.76			3.56			52
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
Class I
10/1/12 to 3/31/13(7)		$	4.94		0.10		0.02			0.12			(0.10	)		(0.10	)		0.02			$	4.96		2.46	%(4)		$	2,242,413		0.73	%(3)		4.04	%(3)		23	%(4)
10/1/11 to 9/30/12			4.68		0.22		0.27			0.49			(0.23	)		(0.23	)		0.26				4.94		10.62				1,606,957		0.77			4.55			52
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⁾  Unaudited.

See Notes to Financial Statements

39

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013 (Unaudited)

Note 1. Organization

Virtus Opportunities Trust (the “Trust”) is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company.

As of the date of this report, 30 funds are offered for sale, of which the Virtus Multi-Sector Short Term Bond Fund (the “Fund”) is reported in this semiannual report. The Fund is diversified and has an investment objective 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 the Fund will achieve its objective.

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 certain period following purchases on which a finder’s fee has been paid. The period for which the CDSC applies for the Fund 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 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, applicable, if redeemed within one year of purchase. Class I shares are sold without a front-end sales charge or CDSC.

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 Rule 12b-1 and/or shareholder service plan (“12b-1 plan”) and has exclusive voting rights with respect to such plans. 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.

Note 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.

40

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

A. Security Valuation

Security valuation procedures for the Fund, which include, nightly price variance, as well as back-testing such as bi-weekly unchanged price, monthly secondary source and transaction analysis, have been approved by the Board of Trustees (the “Board” or the “Trustees”). All internally fair valued securities are approved by a valuation committee appointed by the Board. The valuation committee is comprised of the treasurer, assistant treasurer, and two other appropriate investment professionals of the Virtus Product Management team who previously have been identified to the Board. All internally fair valued securities, referred to below, are updated daily and reviewed in detail by the valuation committee monthly unless changes occur within the period. The valuation committee reviews the validity of the model inputs and any changes to the model. Fair valuations are ratified by the Board of Directors at least quarterly.

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 non-U.S. 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 non-U.S. markets close (where the security is principally traded) and the time that the Fund calculates its net asset value (“NAV”) (generally 4 p.m. Eastern time, the close of the New York Stock Exchange (“NYSE”)) that may impact the value of securities traded in these non-U.S. markets. In such cases the Fund fair values non-U.S. securities using an independent pricing service which considers the correlation of the trading patterns of the non-U.S. 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 non-U.S. 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

41

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

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 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 NAV determined as of the close of regular trading on the NYSE each business day and are categorized as Level 1 in the hierarchy.

A summary of the inputs used to value the Fund’s net assets 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 Investment Income

Security transactions are recorded on the trade date. Realized gains and losses from the sale of securities are determined on the identified cost basis. Dividend income is recognized 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.

C. Income Taxes

The Fund is treated as a separate taxable entity. It is the intention 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 March 31, 2013, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the year 2009 forward (with limited exceptions).

42

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

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.

E. Expenses

Expenses incurred together by the Fund and other affiliated mutual funds are allocated in proportion to the net assets of each such 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 Fund bears directly, the shareholders of a fund indirectly bear the Fund’s pro-rata expenses of any underlying mutual funds in which the Fund invests.

F. Foreign Currency Translation

Non U.S. investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at 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 non-U.S. 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 Fund does not isolate that portion of the results of operations arising from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

G. When-issued Purchases and Forward Commitments (Delayed Delivery)

The Fund may engage in when-issued or forward commitment 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.

43

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

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 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.

Note 3. Investment Advisory Fees and Related Party Transactions

($ reported in thousands except as noted)

A. Adviser

Virtus Investment Advisers, Inc. (the “Adviser”), an indirect, wholly-owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”), is the Adviser to the Trust. The Adviser manages the Fund’s investment program and general operations of the Fund, including oversight of the Fund’s subadviser.

As compensation for its services to 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.

B. Subadviser

The subadviser manages the investments of the Fund for which it is paid a fee by the Adviser. Newfleet Asset Management, LLC, an indirect, wholly-owned subsidiary of Virtus, is the subadviser to the Fund.

C. Expense Limitations

The Adviser has voluntarily agreed to limit the Fund’s total operating expenses (excluding interest, taxes, extraordinary expenses and acquired fund fees and

44

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

expenses, if any) so that such expenses do not exceed, on an annualized basis the following percentages of the Fund’s average net asset values: 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. The Adviser may discontinue these voluntary expense caps 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, serves as the distributor of the Fund’s shares and has advised the Fund for the six-months (the “period”) ended March 31, 2013, it retained net commissions of $71 Class A shares and deferred sales charges of $88, $0, $0 and $52 for Class A shares, Class B shares, Class C shares and Class T shares, respectively.

In addition, the Fund pays VP Distributors distribution and/or service fees under a 12b-1 plan as a percentage of the daily average net assets of each respective class, 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. 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. Administrator and Transfer Agent

Effective January 1, 2013, with the approval of the Board, VP Distributors LLC, the Fund’s former Administrator and Transfer Agent, assigned its rights and obligations under the Administration Agreements and Transfer Agency and Service Agreement to Virtus Fund Services, LLC an indirect wholly-owned subsidiary of Virtus. For the period of October 1, 2012 to December 31, 2012, VP Distributors LLC served as the Administrator and Transfer Agent to the Fund. For the period of January 1, 2013 to March 31, 2013 Virtus Fund Services LLC, served as Administrator and Transfer Agent to the Fund.

For the period ended March 31, 2013, the Fund incurred administration fees from the Trust totaling $3,484 which are included in the Statement of Operations.

For the period ended March 31, 2013, the Fund incurred transfer agent fees from the Trust totaling $3,579 which are included in the Statement of Operations. A portion of these fees is paid to outside entities that also provide services to the Trust.

F. Affiliated Shareholders

At March 31, 2013, Virtus and its affiliates, BMO Bankcorp (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.

	Shares		Aggregate Net Asset Value
Class A Shares		26		—	(1)
Class C Shares		26,821	$	134
Class I Shares		395,361		1,961

⁽¹⁾  Amount less than $500.

45

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

Note 4. Purchases and Sales of Securities

Purchases and sales of securities for the Fund (excluding U.S. Government and agency securities, and short-term securities) during the period ended March 31, 2013, were as follows:

Purchases		Sales
$	3,114,403	$	1,500,040

Purchases and sales of long-term U.S. Government and agency securities for the Fund during the period ended March 31, 2013, were as follows:

Purchases		Sales
$	39,936	$	117,440

Note 5. 10% Shareholders

As of March 31, 2013, the Fund had individual shareholder account(s) and/or omnibus shareholder account(s) (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 Outstanding			Number of Accounts
	20	%		1

The shareholder is not affiliated with Virtus.

Note 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 the 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.

Note 7. Illiquid and Restricted Securities

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

46

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

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 illiquid securities, as defined above not registered under the Securities Act of 1933 (the “1933 Act”), as amended. 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 1933 Act, in connection with the disposition of such securities.

At March 31, 2013, the Fund did not hold any illiquid and restricted securities.

Note 8. Indemnifications

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Fund. Each Trustee has also entered into an indemnification agreement with the Trust. In addition, in the normal course of business the Fund enters into contracts that provide a variety of indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund and that have not occurred. However, the Fund has not had prior claims or losses pursuant to these arrangements and expect the risk of loss to be remote.

Note 9. Federal Income Tax Information

($ reported in thousands)

At March 31, 2013, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Fund were as follows:

Federal Tax Cost	Unrealized Appreciation	Unrealized (Depreciation)	Net Unrealized Appreciation (Depreciation)
$7,960,640	$296,822	$(31,318)	$265,504

The Fund has capital loss carryovers available which may be used to offset future realized capital gains, through the indicated expiration dates shown below:

2018	Total
$53,778	$53,778

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.

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.

47

VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

Note 10. Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-11 regarding “Disclosures about Offsetting Assets and Liabilities”. The amendments, which will be effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods, require an entity to disclose information about offsetting and related arrangements for assets and liabilities, financial instruments and derivatives that are either currently offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements. At this time, management is evaluating the implications of ASU No. 2011-11 and its impact on the financial statements has not yet been determined.

Note 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 there are no subsequent events requiring recognition or disclosure in the financial statements.

48

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

BY THE BOARD OF TRUSTEES

The Board of Trustees (the “Board”) of Virtus Opportunities Trust (the “Trust”) is responsible for determining whether to approve the continuation of the investment advisory agreement (the “Advisory Agreement”) between the Trust and Virtus Investment Advisers, Inc. (“VIA”) and of the subadvisory agreement (the “Subadvisory Agreement”) (together with the Advisory Agreement, the “Agreements”) with respect to the funds of the Trust, including Virtus Multi-Sector Short Term Bond Fund (the “Fund”). At an in-person meeting held on November 15, 2012, the Board, including a majority of the Trustees who are not interested persons of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, (the “Independent Trustees”), considered and approved the continuation of each Agreement due for renewal, as further discussed below.

In connection with the approval of the Agreements, the Board requested and evaluated information provided by VIA and the subadviser (the “Subadviser”) which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether the renewal of each of the Agreements would be in the best interests of the Fund and its shareholders. The Board also considered information furnished throughout the year at regular Board meetings with respect to the services provided by VIA and the Subadviser, including quarterly performance reports prepared by management containing reviews of investment results and periodic presentations from the Subadviser with respect to the Fund. The Board noted the affiliation of the Subadviser with VIA and any potential conflicts of interest.

The Board was separately advised by independent legal counsel throughout the process. For each Agreement, the Board considered all the criteria separately with respect to the Fund and its shareholders. In their deliberations, the Board 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 Agreements in private sessions with their independent legal counsel at which no representatives of management were present.

In considering whether to approve the renewal of the Agreements with respect to the Fund, the Board reviewed and analyzed the factors it deemed relevant, including: (1) the nature, extent and quality of the services to be provided to the Fund by VIA and the Subadviser; (2) the performance of the Fund as compared to an appropriate peer group and an appropriate index; (3) the level and method of computing the Fund’s advisory and subadvisory fees, and comparisons of the Fund’s advisory fee rates with those of a group of funds with similar investment objectives; (4) the profitability of VIA under the Advisory Agreement; (5) any “fall-out” benefits to VIA, the Subadviser and their affiliates (i.e., ancillary benefits realized by VIA, the Subadviser or their affiliates from VIA’s or the Subadviser’s relationship with the Trust); (6) the anticipated effect of growth in size on the Fund’s performance and expenses; (7) fees paid to VIA and the Subadviser by comparable accounts, as applicable; (8) possible conflicts of interest; and (9) the terms of the Agreements.

Nature, Extent and Quality of Services

The Trustees received in advance of the meeting information in the form of questionnaires completed by VIA and the Subadviser, each concerning a number of topics, including such company’s investment philosophy, resources, operations and compliance structure. The Trustees also received a presentation by VIA’s senior management personnel, during which among other items, VIA’s history, investment process, investment strategies, personnel, compliance procedures and the firm’s overall performance were reviewed and discussed. The Trustees noted that the Fund is managed using a “manager of managers” structure that generally involves the use of one or more subadvisers to manage some or all of a Fund’s

49

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

BY THE BOARD OF TRUSTEES (Continued)

portfolio. Under this structure, VIA is responsible for the management of the Fund’s investment programs and day-to-day operations and for evaluating and selecting subadvisers on an ongoing basis and making any recommendations to the Board regarding hiring, retaining or replacing subadvisers. In considering the Agreement with VIA, the Board considered VIA’s process for supervising and managing the Fund’s subadviser, including (a) VIA’s ability to select and monitor the subadviser; (b) VIA’s ability to provide the services necessary to monitor the subadvisers’ compliance with the Fund’s investment objectives, policies and restrictions as well as provide other oversight activities; and (c) VIA’s ability and willingness to identify instances in which a subadviser should be replaced and to carry out the required changes. The Trustees also considered: (a) the experience and capability of VIA’s management and other personnel; (b) the financial condition of VIA, and whether it had the financial wherewithal to provide a high level and quality of services to the Fund; (c) the quality of VIA’s own regulatory and legal compliance policies, procedures and systems; (d) the nature, extent and quality of administrative and other services provided by VIA and its affiliates to the Fund; (e) VIA’s supervision of the Fund’s other service providers; and (f) VIA’s risk management processes. It was noted that affiliates of VIA serve as administrator and distributor to the Fund. The Board also took into account its knowledge of VIA’s management and the quality of the performance of VIA’s duties through Board meetings, discussions and reports during the preceding year, as well as information from the Trust’s Chief Compliance Officer (“CCO”) regarding the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act.

With respect to the services provided by the Subadviser, the Board considered information provided to the Board by the Subadviser, including the Subadviser’s Form ADV, as well as information provided throughout the past year. With respect to the Subadvisory Agreement, the Board noted that the Subadviser provided portfolio management, compliance with the Fund’s investment policies and procedures, compliance with applicable securities laws and assurances thereof. The Board also noted that VIA’s and the Subadviser’s management of the Fund is subject to the oversight of the Board and must be carried out in accordance with the investment objectives, policies and restrictions set forth in the Fund’s prospectus and statement of additional information. In considering the renewal of the Subadvisory Agreement, the Board also considered the Subadviser’s investment management process, including (a) the experience and capability of the Subadviser’s management and other personnel committed by the Subadviser to the Fund; (b) the financial condition of the Subadviser; (c) the quality of the Subadviser’s regulatory and legal compliance policies, procedures and systems; and (d) the Subadviser’s brokerage and trading practices, including with respect to best execution and soft dollars. The Board also took into account the Subadviser’s risk assessment and monitoring process. The Board noted the Subadviser’s regulatory history, including whether it was currently involved in any regulatory actions or investigations as well as material litigation, and any settlements and amelioratory actions undertaken, as appropriate.

After considering all of the information provided to them, the Trustees concluded that the nature, extent and quality of the services provided by VIA and the Subadviser were satisfactory and that there was a reasonable basis on which to conclude that each would continue to provide a high quality of investment services to the Fund.

Investment Performance

The Board considered performance reports and discussions at Board meetings throughout the year, as well as a report (the “Lipper Report”) for the Fund prepared by Lipper Inc. (“Lipper”), an independent third party provider of investment company data, furnished in connection with the contract renewal process. The Lipper Report presented the Fund’s performance relative to a

50

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

BY THE BOARD OF TRUSTEES (Continued)

peer group of other mutual funds (the “Performance Universe”) and relevant indexes, as selected by Lipper. The Board also considered performance information presented by management and took into account management’s discussion of the same, including the effect of market conditions on the Fund’s performance. The Board evaluated the Fund’s performance in the context of the considerations that a “manager of managers” structure requires. The Board noted that it also reviews on a quarterly basis detailed information about both the Fund’s performance results and portfolio composition, as well as the Subadviser’s investment strategy. The Board noted VIA’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadviser. The Board also noted the Subadviser’s performance record with respect to a Fund. The Board was mindful of VIA’s focus on the Subadviser’s performance and noted VIA’s performance in monitoring and responding to any performance issues with respect to the Fund. The Board also took into account its discussions with management regarding factors that contributed to the performance of the Fund.

The Board considered, among other performance data, the information set forth below with respect to the performance of the Fund for the period ended September 30, 2012.

The Board noted that the Fund outperformed the median of its Performance Universe and outperformed its benchmark for the 1-, 3-, 5- and 10- year periods.

After reviewing these and related factors, the Board concluded that the Fund’s overall performance was satisfactory.

Management Fees and Total Expenses

The Board considered the fees charged to the Fund for advisory services as well as the total expense levels of the Fund. This information included comparisons of the Fund’s net management fee and total expense level to those of its peer group (the “Expense Group”). In comparing the Fund’s net management fee to that of comparable funds, the Board noted that such fee includes both advisory and administrative fees. The Board also noted that the subadvisory fee was paid by VIA out of its management fees rather than paid separately by the Fund. In this regard, the Board took into account management’s discussion with respect to the advisory/subadvisory fee structure, including the amount of the advisory fee retained by VIA after payment of the subadvisory fee. The Board also took into account the size of the Fund and the impact on expenses. The Subadviser provided, and the Board considered, expense information of comparable accounts managed by the Subadviser, as applicable.

In addition to the foregoing, the Board considered, among other data, the information set forth below with respect to the Fund’s fees and expenses. In each case, the Board took into account management’s discussion of the Fund’s expenses, including the type and size of the Fund relative to the other funds in its Expense Group.

The Board considered that the Fund’s net management fee and net total expenses were above the median of the Expense Group.

Based on the level and type of services provided, the Board determined that the Fund’s fees and expenses were reasonable. The Board concluded that the advisory and subadvisory fees for the Fund were fair and reasonable in light of the usual and customary charges made for services of the same nature and quality and the other factors considered.

Profitability

The Board also considered certain information relating to profitability that had been provided by VIA. In this regard, the Board considered information regarding the overall profitability, as well as on a Fund-by-Fund basis, of VIA for its management of the Trust, as well as its profits and those

51

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

BY THE BOARD OF TRUSTEES (Continued)

of its affiliates for managing and providing other services to the Trust, such as distribution and administrative services provided to the Funds by a VIA affiliate. In addition to the fees paid to VIA and its affiliates, including the Subadviser, the Board considered any other benefits derived by VIA or its affiliates from their relationship with the Fund. The Board reviewed the methodology used to allocate costs to the Fund, taking into account the fact that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. The Board concluded that the profitability to VIA and its affiliates from the Fund was reasonable in light of the quality of the services rendered to the Fund by VIA and its affiliates.

In considering the profitability to the Subadviser in connection with its relationship to the Fund, the Board noted that the fees under the Subadvisory Agreement are paid by VIA out of the fees that VIA receives under the Advisory Agreement, so that Fund shareholders are not directly impacted by those fees. In considering the reasonableness of the fees payable by VIA to the affiliated Subadviser, the Board noted that, because such Subadviser is an affiliate of VIA, such profitability might be directly or indirectly shared by VIA. For each of the above reasons, the Board concluded that the profitability to the Subadviser and its affiliates from their relationship with the Fund was not a material factor in approval of the Subadvisory Agreement.

Economies of Scale

The Board received and discussed information concerning whether VIA realizes economies of scale as the Fund’s assets grow. The Board noted that the management fees for the Fund included breakpoints based on assets under management and that fee waivers and/or expense caps were also in place for the Fund. The Board also took into account management’s discussion of the Fund’s management fee and subadvisory fee structure. The Board also took into account the current size of the Fund. The Board concluded that no changes to the advisory fee structure of the Fund were necessary at this time. The Board noted that VIA and the Fund may realize certain economies of scale if the assets of the Fund were to increase, particularly in relationship to certain fixed costs, and that shareholders of the Fund would have an opportunity to benefit from these economies of scale.

For similar reasons as stated above with respect to the Subadviser’s profitability, and based upon the current size of the Fund managed by the Subadviser, the Board concluded that the potential for economies of scale in the Subadviser’s management of the Fund was not a material factor in the approval of the Subadvisory Agreement at this time.

Other Factors. The Board considered other benefits that may be realized by VIA and the Subadviser and their respective affiliates from their relationships with the Fund. Among them, the Board recognized that VP Distributors, LLC, an affiliate of VIA, serves as the distributor for the Trust, and, as such, receives payments pursuant to Rule 12b-1 from the Fund to compensate it for providing shareholder services and selling activities, which could lead to growth in the Trust’s assets and corresponding benefits from such growth, including economies of scale. The Board noted that an affiliate of VIA also provides administrative services to the Trust. The Board noted management’s discussion of the fact that, while the Subadviser is an affiliates of VIA, there are no other direct 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 indirect benefits gained, including to the extent that serving the Fund could provide the opportunity to provide advisory services to additional portfolios of the Trust or certain reputational benefits.

52

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

BY THE BOARD OF TRUSTEES (Continued)

Based on all of the foregoing considerations, the Board determined that approval of each Agreement was in the best interests of the Fund and its shareholders. Accordingly, the Board, and the Independent Trustees voting separately, approved the Agreements with respect to the Fund.

53

Virtus Multi-Sector Short Term Bond Fund,

a series of Virtus Opportunities Trust

Supplement dated May 22, 2013

to the Prospectuses dated January 31, 2013

IMPORTANT NOTICE TO INVESTORS

The following corrects after-tax performance information for Class A Shares appearing under “Average Annual Total Returns” in the fund’s summary prospectus and the summary section of the statutory prospectus.

	1 Year		5 Years		10 Years		Class I Since Inception (6/6/08)		Class T Since Inception (6/2/03)
Class A
Return Before Taxes		6.93%		6.30%		5.52%		—		—
Return After Taxes on Distributions		5.36%		4.36%		3.73%		—		—
Return After Taxes on Distributions and Sale of Fund Shares		4.47%		4.21%		3.65%		—		—
Class B
Return Before Taxes		7.37%		6.24%		5.24%		—		—
Class C
Return Before Taxes		9.01%		6.49%		5.54%		—		—
Class I
Return Before Taxes		9.66%		—		—		7.76%		—
Class T
Return Before Taxes		8.49%		5.98%		—		—		4.65%
Barclays U.S. Aggregate Bond Index (reflects no deduction of fees, expenses or taxes)		4.22%		5.95%		5.18%		6.17%		4.99%
B of A Merrill Lynch 1-2.99 Year Medium Quality Corporate Bond Index (reflects no deduction of fees, expenses or taxes)		4.90%		4.53%		4.23%		4.47%		3.99%

Investors should retain this supplement with the Prospectuses for future reference.

VOT 8020/MSSTBF AfterTaxPerf (5/13)

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

Virtus Fund Services

100 Pearl Street

Hartford, CT 06103-4506

Custodian

JPMorgan Chase Bank NA

1 Chase Manhattan Plaza

New York, NY 10005-1401

How to Contact Us

Mutual Fund Services1-800-243-1574

Adviser Consulting Group1-800-243-4361

Telephone Orders1-800-367-5877

Text Telephone1-800-243-1926

Web siteVirtus.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.

For more information about

Virtus Mutual Funds, please call

your financial representative, or

contact us at 1-800-243-1574

or Virtus.com

8024 05-13

P.O. Box 9874

Providence, RI 02940-8074

SEMIANNUAL REPORT

Virtus Real Estate Securities Fund*

March 31, 2013

TRUST NAME: VIRTUS OPPORTUNITIES TRUST

* Prospectus supplement applicable to the Fund appears at the back of this Semiannual Report.

Not FDIC Insured

No Bank Guarantee

May Lose Value

Table of Contents

Virtus Real Estate Securities Fund

(“Real Estate Securities Fund”)

Message to Shareholders	1
Disclosure of Fund Expenses	2
Schedule of Investments	4
Statement of Assets and Liabilities	6
Statement of Operations	7
Statement of Changes in Net Assets	8
Financial Highlights	9
Notes to Financial Statements	11
Consideration of Advisory and Subadvisory Agreements by the Board of Trustees	17

PROXY VOTING PROCEDURES AND VOTING RECORD (FORM N-PX)

The adviser and subadviser vote proxies relating to portfolio securities in accordance with procedures that have been approved by the Board of 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 (“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 Real Estate Securities 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 were subject to the vagaries of the financial markets over the past six months. After getting off to a somewhat rocky start in the fourth quarter of 2012, the markets spent the remainder of the period in recovery, ending in positive territory. For the six-month-period ended March 31, 2013, broad equity markets surpassed fixed income markets by a large margin. The S&P 500® Index, a benchmark for U.S. equities, was up 10.2%, while international equities rose 9.6%, as measured by the MSCI All Country World Index (net). During that same period, the Barclays U.S. Aggregate Bond Index, which tracks the U.S. fixed income market, returned 0.1%. A consistent “flight to

quality” among global investors kept demand high for the 10-year U.S. Treasury, keeping its yield under 2%. The changing direction in investor sentiment is encouraging. While the economic situation in Europe and China remains tenuous, the U.S. economy appears to be on the mend, supported by signs of growth in hiring, consumer spending, and housing. In the months ahead, the onus is on the U.S. government to get the country on strong fiscal footing and on corporations to produce robust earnings, which will play a pivotal role in determining future market direction. Market uncertainty is a timely reminder of the importance of portfolio diversification. While diversification cannot guarantee a profit or prevent loss, owning a variety of asset classes may cushion your portfolio against inevitable market fluctuations. Your financial advisor can help you ensure that your portfolio is adequately diversified. Thank you for entrusting Virtus with your assets. We appreciate your business and remain committed to your long-term financial success. Sincerely, 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. George R. Aylward President, Virtus Mutual Funds April 2013 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.

1

VIRTUS REAL ESTATE SECURITIES FUND

DISCLOSURE OF FUND EXPENSES (UNAUDITED)

FOR THE SIX-MONTH PERIOD OF OCTOBER 1, 2012 TO MARCH 31, 2013

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 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 in the first section under the heading entitled “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 timing of any purchases or redemptions.

2

VIRTUS REAL ESTATE SECURITIES FUND

DISCLOSURE OF FUND EXPENSES (UNAUDITED) (CONTINUED)

FOR THE SIX-MONTH PERIOD OF OCTOBER 1, 2012 TO MARCH 31, 2013

Expense Table
	Beginning Account Value October 1, 2012		Ending Account Value March 31, 2013		Annualized Expense Ratio			Expenses Paid During Period*
Actual
Class A	$	1,000.00	$	1,076.80		1.40	%	$	7.25
Class B		1,000.00		1,073.10		2.15			11.11
Class C		1,000.00		1,072.90		2.15			11.11
Class I		1,000.00		1,078.30		1.15			5.96
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.86		1.40			7.07
Class B		1,000.00		1,014.08		2.15			10.85
Class C		1,000.00		1,014.08		2.15			10.85
Class I		1,000.00		1,019.12		1.15			5.81

* Expenses are equal to the Fund’s annualized expense ratio, which is net of waived fees and reimbursed expenses, if applicable, multiplied by the average account value over the period, multiplied by the number of days (182) expenses were accrued in the most recent fiscal half-year, then divided by 365 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.

3

VIRTUS REAL ESTATE SECURITIES FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

ASSET ALLOCATIONS
The following table presents asset allocations within certain sectors as a percentage of total investments at March 31, 2013.
Regional Malls	21	%
Apartments	17
Office	12
Health Care	10
Self Storage	10
Industrials	9
Shopping Centers	8
Other (includes short-term investments)	13
Total	100	%

	SHARES		VALUE
COMMON STOCKS—97.7%
REAL ESTATE INVESTMENT TRUSTS—97.7%
DIVERSIFIED—2.7%
Digital Realty Trust, Inc.		265,503	$	17,765
Vornado Realty Trust		243,047		20,328
				38,093
HEALTH CARE—9.8%
HCP, Inc.		531,971		26,524
Health Care REIT, Inc.		710,305		48,237
Ventas, Inc.		891,181		65,234
				139,995
INDUSTRIAL/OFFICE—21.1%
Industrial—8.8%
DCT Industrial Trust, Inc.		5,031,796		37,235
Eastgroup Properties, Inc.		122,300		7,118
Prologis, Inc.		2,032,225		81,248
				125,601
Office—12.3%
BioMed Realty Trust, Inc.		1,016,818		21,964
Boston Properties, Inc.		601,783		60,816
Kilroy Realty Corp.		993,856		52,078
SL Green Realty Corp.		462,991		39,868
				174,726
				300,327

	SHARES		VALUE
LODGING/RESORTS—6.2%
Host Hotels & Resorts, Inc.		3,431,552	$	60,018
LaSalle Hotel Properties		923,174		23,430
Pebblebrook Hotel Trust		206,619		5,329
				88,777
RESIDENTIAL—18.8%
Apartments—17.3%
American Campus Communities, Inc.		512,016		23,215
AvalonBay Communities, Inc.		430,656		54,551
Camden Property Trust		582,600		40,013
Equity Residential		1,382,148		76,101
Essex Property Trust, Inc.		256,241		38,585
UDR, Inc.		603,905		14,608
				247,073
Manufactured Homes—1.5%
Equity Lifestyle Properties, Inc.		283,664		21,786
				268,859
RETAIL—29.3%
Regional Malls—21.2%
General Growth Properties, Inc.		2,059,475		40,942
Macerich Co. (The)		798,975		51,438

See Notes to Financial Statements

4

VIRTUS REAL ESTATE SECURITIES FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
Regional Malls (continued)
Simon Property Group, Inc.		1,027,091	$	162,856
Taubman Centers, Inc.		597,880		46,431
				301,667
Shopping Centers—8.1%
DDR Corp.		1,556,926		27,121
Kimco Realty Corp.		1,154,275		25,856
Retail Opportunity Investments Corp.		269,000		3,769
Tanger Factory Outlet Centers		1,113,900		40,301
Weingarten Realty Investors		594,700		18,763
				115,810
				417,477
SELF STORAGE—9.8%
Extra Space Storage, Inc.		1,274,558		50,052
Public Storage		585,351		89,161
				139,213
TOTAL COMMON STOCKS (Identified Cost $832,840)				1,392,741
TOTAL LONG TERM INVESTMENTS—97.7%
(Identified cost $832,840)				1,392,741
SHORT-TERM INVESTMENTS—1.8%
Money Market Mutual Funds—1.8%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		25,573,496		25,573
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $25,573)				25,573
TOTAL INVESTMENTS—99.5% (Identified Cost $858,413)				1,418,314	(1)
Other assets and liabilities, net—0.5%				7,644
NET ASSETS—100.0%			$	1,425,958

Abbreviations:

REIT Real Estate Investment Trust

Footnote Legend

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 7 Federal Income Tax Information in the Notes to Financial Statements.

KEY INVESTMENT TERMS

Barclays U.S. Aggregate Bond Index

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

MSCI All Country World Index (Net)

The MSCI AC World Index (Net) is a free float-adjusted market capitalization-weighted index that measures equity performance of developed and emerging markets. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged and not available for direct investment.

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.

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices
Equity Securities
Common Stocks	$	1,392,741	$	1,392,741
Short-term Investments		25,573		25,573
Total Investments	$	1,418,314	$	1,418,314

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

5

VIRTUS REAL ESTATE SECURITIES FUND

STATEMENT OF ASSETS AND LIABILITIES

MARCH 31, 2013 (Unaudited)

(Reported in thousands except shares and per share amounts)

Assets
Investment in securities at value(1)	$	1,418,314
Cash		1,459
Receivables
Investment securities sold		10,523
Fund shares sold		3,615
Dividends and interest receivable		3,821
Prepaid trustee retainer		9
Prepaid expenses		90
Total assets		1,437,831
Liabilities
Payables
Fund shares repurchased		1,654
Investment securities purchased		8,354
Investment advisory fee		878
Distribution and service fees		239
Administration fee		154
Transfer agent fees and expenses		529
Trustees’ fee and expenses		2
Professional fee		17
Other accrued expenses		46
Total liabilities		11,873
Net Assets	$	1,425,958
Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	889,845
Accumulated undistributed net investment income (loss)		3,887
Accumulated undistributed net realized gain (loss)		(27,675	)
Net unrealized appreciation (depreciation) on investments		559,901
Net Assets	$	1,425,958
Class A
Net asset value (net assets/shares outstanding) per share	$	36.64
Maximum offering price per share NAV/(1-5.75%)	$	38.88
Shares of beneficial interest outstanding, no par value, unlimited authorization		23,086,894
Net Assets	$	845,946
Class B
Net asset value (net assets/shares outstanding) and offering price per share	$	36.14
Shares of beneficial interest outstanding, no par value, unlimited authorization		145,983
Net Assets	$	5,275
Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	36.57
Shares of beneficial interest outstanding, no par value, unlimited authorization		1,860,620
Net Assets	$	68,047
Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	36.62
Shares of beneficial interest outstanding, no par value, unlimited authorization		13,836,253
Net Assets	$	506,690
(1)Investment in securities at cost	$	858,413

See Notes to Financial Statements

6

VIRTUS REAL ESTATE SECURITIES FUND

STATEMENT OF OPERATIONS

SIX MONTHS ENDED MARCH 31, 2013 (Unaudited)

($ reported in thousands)

Investment Income
Dividends	$	19,584
Total investment income		19,584
Expenses
Investment advisory fees		4,863
Service fees, Class A		998
Distribution and service fees, Class B		29
Distribution and service fees, Class C		316
Administration fees		848
Transfer agent fee and expenses		1,610
Custodian fees		11
Printing fees and expenses		73
Professional fees		19
Registration fees		71
Trustees’ fee and expenses		30
Miscellaneous expenses		39
Total expenses		8,907
Net investment income (loss)		10,677
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		35,955
Net change in unrealized appreciation (depreciation) on investments		52,320
Net gain (loss) on investments		88,275
Net increase (decrease) in net assets resulting from operations	$	98,952

See Notes to Financial Statements

7

VIRTUS REAL ESTATE SECURITIES FUND

STATEMENT OF CHANGES IN NET ASSETS

(Reported in thousands)

	Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	10,677		$	8,629
Net realized gain (loss)		35,955			36,859
Net change in unrealized appreciation (depreciation)		52,320			266,599
Increase (decrease) in net assets resulting from operations		98,952			312,087
From Distributions to Shareholders
Net investment income, Class A		(3,899	)		(7,015	)
Net investment income, Class B		(7	)		(17	)
Net investment income, Class C		(102	)		(122	)
Net investment income, Class I		(2,782	)		(4,844	)
Decrease in net assets from distributions to shareholders		(6,790	)		(11,998	)
From Share Transactions
Sale of shares
Class A (3,693 and 9,636 shares, respectively)		130,150			314,117
Class B (—(1) and 1 shares, respectively)		12			42
Class C (254 and 355 shares, respectively)		8,937			11,063
Class I (3,107 and 4,347 shares, respectively)		109,389			142,058
Reinvestment of distributions
Class A (103 and 198 shares, respectively)		3,656			6,493
Class B (—(1) and —(1) shares, respectively)		6			14
Class C (2 and 3 shares, respectively)		87			102
Class I (69 and 128 shares, respectively)		2,444			4,194
Shares repurchased
Class A (3,816 and 9,953 shares, respectively)		(133,122	)		(319,749	)
Class B (55 and 169 shares, respectively)		(1,890	)		(5,317	)
Class C (181 and 277 shares, respectively)		(6,307	)		(8,823	)
Class I (1,704 and 4,406 shares, respectively)		(59,567	)		(143,728	)
Increase (decrease) in net assets from share transactions		53,795			466
Net increase (decrease) in net assets		145,957			300,555
Net Assets
Beginning of period		1,280,001			979,446
End of period	$	1,425,958		$	1,280,001
Accumulated undistributed net investment income (loss) at end of period	$	3,887		$	—

⁽¹⁾  Amount less than 500.

See Notes to Financial Statements

8

VIRTUS REAL ESTATE SECURITIES 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)(2)			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(4)			Ratio of Gross Expenses to Average Net Assets (before waivers and reimbursements)(4)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Class A
10/1/12 to 3/31/13(7)		$	34.19		0.27			2.35			2.62			(0.17	)		—			(0.17	)		2.45			$	36.64		7.68	%(6)		$	845,946		1.40	%(5)		1.40	%(5)		1.57	%(5)		12	%(6)
10/1/11 to 9/30/12			26.05		0.21			8.24			8.45			(0.31	)		—			(0.31	)		8.14				34.19		32.49				789,925		1.41			1.41			0.67			24
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	(3)		1.45			1.51			32
Class B
10/1/12 to 3/31/13(7)		$	33.72		0.13			2.34			2.47			(0.05	)		—			(0.05	)		2.42			$	36.14		7.31	%(6)		$	5,275		2.15	%(5)		2.15	%(5)		0.76	%(5)		12	%(6)
10/1/11 to 9/30/12			25.71		0.02			8.06			8.08			(0.07	)		—			(0.07	)		8.01				33.72		31.49				6,761		2.16			2.16			0.07			24
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	(3)		2.20			0.76			32

See Notes to Financial Statements

9

VIRTUS REAL ESTATE SECURITIES FUND

FINANCIAL HIGHLIGHTS (Continued)

SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING

THROUGHOUT EACH PERIOD

	Net Asset Value, Beginning of Period			Net Investment Income (Loss)(2)			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(4)			Ratio of Gross Expenses to Average Net Assets (before waivers and reimbursements)(4)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Class C
10/1/12 to 3/31/13(7)		$	34.14		0.14			2.35			2.49			(0.06	)		—			(0.06	)		2.43			$	36.57		7.29	%(6)		$	68,047		2.15	%(5)		2.15	%(5)		0.83	%(5)		12	%(6)
10/1/11 to 9/30/12			26.02		(0.03	)		8.22			8.19			(0.07	)		—			(0.07	)		8.12				34.14		31.48				60,941		2.16			2.16			(0.10	)		24
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	(3)		2.20			0.76			32
Class I
10/1/12 to 3/31/13(7)		$	34.16		0.32			2.35			2.67			(0.21	)		—			(0.21	)		2.46			$	36.62		7.83	%(6)		$	506,690		1.15	%(5)		1.15	%(5)		1.83	%(5)		12	%(6)
10/1/11 to 9/30/12			26.03		0.30			8.22			8.52			(0.39	)		—			(0.39	)		8.13				34.16		32.80				422,374		1.16			1.16			0.93			24
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	(3)		1.20			2.11			32

Footnote Legend

⁽¹⁾  Sales charges, where applicable, are not reflected in the total return calculation.

⁽²⁾  Computed using average shares outstanding.

⁽³⁾  Blended net expense ratio.

⁽⁴⁾  The Fund may invest in other funds, and the annualized expense ratios do not reflect fees and expenses associated with the underlying funds.

⁽⁵⁾  Annualized.

⁽⁶⁾  Not annualized.

⁽⁷⁾  Unaudited.

See Notes to Financial Statements

10

VIRTUS REAL ESTATE SECURITIES FUND

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013 (Unaudited)

Note 1. Organization

Virtus Opportunities Trust (the “Trust”) is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company.

As of the date of this report, 30 funds are offered for sale, of which the Real Estate Securities Fund (the “Fund”) is reported in this semiannual report. The Fund is non-diversified and has an investment objective of capital appreciation and income with approximately equal emphasis. There is no guarantee the Fund will achieve its objective.

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 a certain period following purchases on which a finder’s fee has been paid. The period for which the CDSC applies for the Fund 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 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, applicable if redeemed within one year of purchase. Class I shares are sold without a front-end sales charge or CDSC.

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 Rule 12b-1 and/or shareholder service plan (“12b-1 plan”) and has exclusive voting rights with respect to such plans. 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.

Note 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.

11

VIRTUS REAL ESTATE SECURITIES FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

A. Security Valuation

Security valuation procedures for the Fund, which include, nightly price variance, as well as back-testing such as bi-weekly unchanged price, monthly secondary source and transaction analysis, have been approved by the Board of Trustees (the “Board” or the “Trustees”). All internally fair valued securities are approved by a valuation committee appointed by the Board. The valuation committee is comprised of the treasurer, assistant treasurer, and two other appropriate investment professionals of the Virtus Product Management team who previously have been identified to the Board. All internally fair valued securities, referred to below, are updated daily and reviewed in detail by the valuation committee monthly unless changes occur within the period. The valuation committee reviews the validity of the model inputs and any changes to the model. Fair valuations are ratified by the Board of Directors at least quarterly.

The Fund utilizes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

Ÿ    Level 1 – quoted prices in active markets for identical securities

Ÿ    Level 2 – prices determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Ÿ    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 non-U.S. 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 non-U.S. markets close (where the security is principally traded) and the time that the Fund calculates its net asset value (“NAV”) (generally 4 p.m. Eastern time, the close of the New York Stock Exchange (“NYSE”)) that may impact the value of securities traded in these non-U.S. markets. In such cases the Fund fair values non-U.S. securities using an independent pricing service which considers the correlation of the trading patterns of the non-U.S. 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 non-U.S. 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 derivative

12

VIRTUS REAL ESTATE SECURITIES FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

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 NAV determined as of the close of regular trading on the NYSE each business day and are categorized as Level 1 in the hierarchy.

A summary of the inputs used to value the Fund’s net assets 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 Investment Income

Security transactions are recorded on the trade date. Realized gains and losses from the sale of securities are determined on the identified cost basis. Dividend income is recognized 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.

Dividend income from REIT investments 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 intention 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 March 31, 2013, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the year 2009 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.

13

VIRTUS REAL ESTATE SECURITIES FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

E. Expenses

Expenses incurred together by the Fund and other affiliated mutual funds are allocated in proportion to the net assets of each such 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 operating expenses that a Fund bears directly, the shareholders of the Fund indirectly bear the Fund’s pro-rata expenses of any underlying mutual funds in which the Fund invests.

Note 3. Investment Advisory Fees and Related Party Transactions

($ reported in thousands except as noted)

A. Adviser

Virtus Investment Advisers, Inc. (the “Adviser”), an indirect, wholly-owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”), is the Adviser to the Trust. The Adviser manages the Fund’s investment program and general operations of the Fund, including oversight of the Fund’s subadviser.

As compensation for its services to 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.

B. Subadviser

The subadviser manages the investments of the Fund for which it is paid a fee by the Adviser. Duff & Phelps Investment Management Co., an indirect wholly-owned subsidiary of Virtus, is the subadviser to the Fund.

C. Distributor

VP Distributors, LLC (“VP Distributors”), an indirect wholly-owned subsidiary of Virtus, serves as the distributor of the Fund’s shares and has advised the Fund that for the six months (the “period”) ended March 31, 2013, it retained net commissions of $36 for Class A shares and deferred sales charges of $1, $1 and $3 for Class A shares, Class B shares and Class C shares respectively.

In addition, the Fund pays VP Distributors distribution and/or service fees under a 12b-1 plan as a percentage of the daily net assets of each respective class at the annual rates as follows: 0.25% for Class A shares, 1.00% for Class B shares, and 1.00% for Class C shares. 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 NAV 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.

D. Administrator and Transfer Agent

Effective January 1, 2013, with the approval of the Board, VP Distributors LLC, the Fund’s former Administrator and Transfer Agent, assigned its rights and obligations

14

VIRTUS REAL ESTATE SECURITIES FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

under the Administration Agreements and Transfer Agency and Service Agreement to Virtus Fund Services, LLC an indirect wholly-owned subsidiary of Virtus. For the period of October 1, 2012 to December 31, 2012, VP Distributors LLC served as the Administrator and Transfer Agent to the Fund. For the period of January 1, 2013 to March 31, 2013 Virtus Fund Services LLC served as Administrator and Transfer Agent to the Fund.

For the period ended March 31, 2013, the Fund incurred administration fees from the Trust totaling $644 which are included in the Statement of Operations.

For the period ended March 31, 2013, the Fund incurred transfer agent fees from the Trust totaling $1,561 which are included in the Statement of Operations. A portion of these fees was paid to outside entities that also provide services to the Trust.

E. Affiliated Shareholders

At March 31, 2013, Virtus and its affiliates, BMO Bankcorp. (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:

	Shares		Aggregate Net Asset Value
Class I shares		633,414	$	23,196

Note 4. Purchases and Sales of Securities

($ reported in thousands)

Purchases and sales of securities (excluding U.S. Government and agency securities and short-term securities) during the period ended March 31, 2013, were as follows:

Purchases		Sales
$	188,744	$	152,192

There were no purchases or sales of long-term U.S. Government or agency securities.

Note 5. 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.

Note 6. Indemnifications

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Fund. Each Trustee has also entered into an indemnification agreement with the Trust. In addition in the normal course of business, the Fund enters into contracts that provide a variety of indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund and that have not occurred. However, the Fund has not had prior claims or losses pursuant to these arrangements and expect the risk of loss to be remote.

15

VIRTUS REAL ESTATE SECURITIES FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

Note 7. Federal Income Tax Information

($ reported in thousands)

At March 31, 2013, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Fund were as follows:

Federal Tax Cost	Unrealized Appreciation	Unrealized (Depreciation)	Net Unrealized Appreciation (Depreciation)
$893,783	$524,531	$—	$524,531

The Fund has capital loss carryovers available to offset future realized capital gains, through the indicated expiration date shown below:

2018	Total
$25,358	$25,358

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.

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.

Note 8. Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-11 regarding “Disclosures about Offsetting Assets and Liabilities”. The amendments, which will be effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods, require an entity to disclose information about offsetting and related arrangements for assets and liabilities, financial instruments and derivatives that are either currently offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements. At this time, management is evaluating the implications of ASU No. 2011-11 and its impact on the financial statements has not yet been determined.

Note 9. 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 there are no subsequent events requiring recognition or disclosure in the financial statements.

16

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

BY THE BOARD OF TRUSTEES

The Board of Trustees (the “Board”) of Virtus Opportunities Trust (the “Trust”) is responsible for determining whether to approve the continuation of the investment advisory agreement (the “Advisory Agreement”) between the Trust and Virtus Investment Advisers, Inc. (“VIA”) and of the subadvisory agreement (the “Subadvisory Agreement”) (together with the Advisory Agreement, the “Agreements”) with respect to the funds of the Trust, including Virtus Real Estate Securities Fund (the “Fund”). At an in-person meeting held on November 15, 2012, the Board, including a majority of the Trustees who are not interested persons of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, (the “Independent Trustees”), considered and approved the continuation of each Agreement due for renewal, as further discussed below.

In connection with the approval of the Agreements, the Board requested and evaluated information provided by VIA and the subadviser (the “Subadviser”) which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether the renewal of each of the Agreements would be in the best interests of the Fund and its shareholders. The Board also considered information furnished throughout the year at regular Board meetings with respect to the services provided by VIA and the Subadviser, including quarterly performance reports prepared by management containing reviews of investment results and periodic presentations from the Subadviser with respect to the Fund. The Board noted the affiliation of the Subadviser with VIA and any potential conflicts of interest.

The Board was separately advised by independent legal counsel throughout the process. For each Agreement, the Board considered all the criteria separately with respect to the Fund and its shareholders. In their deliberations, the Board 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 Agreements in private sessions with their independent legal counsel at which no representatives of management were present.

In considering whether to approve the renewal of the Agreements with respect to the Fund, the Board reviewed and analyzed the factors it deemed relevant, including: (1) the nature, extent and quality of the services to be provided to the Fund by VIA and the Subadviser; (2) the performance of the Fund as compared to an appropriate peer group and an appropriate index; (3) the level and method of computing the Fund’s advisory and subadvisory fees, and comparisons of the Fund’s advisory fee rates with those of a group of funds with similar investment objectives; (4) the profitability of VIA under the Advisory Agreement; (5) any “fall-out” benefits to VIA, the Subadviser and their affiliates (i.e., ancillary benefits realized by VIA, the Subadviser or their affiliates from VIA’s or the Subadviser’s relationship with the Trust); (6) the anticipated effect of growth in size on the Fund’s performance and expenses; (7) fees paid to VIA and the Subadviser by comparable accounts, as applicable; (8) possible conflicts of interest; and (9) the terms of the Agreements.

Nature, Extent and Quality of Services

The Trustees received in advance of the meeting information in the form of questionnaires completed by VIA and the Subadviser, each concerning a number of topics, including such company’s investment philosophy, resources, operations and compliance structure. The Trustees also received a presentation by VIA’s senior management personnel, during which among other items, VIA’s history, investment process, investment strategies, personnel, compliance procedures and the firm’s overall performance were reviewed and discussed. The Trustees noted that the Fund is managed using a “manager of managers” structure that generally involves the use of one or more subadvisers to manage some or all of a Fund’s

17

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

BY THE BOARD OF TRUSTEES (Continued)

portfolio. Under this structure, VIA is responsible for the management of the Fund’s investment programs and day-to-day operations and for evaluating and selecting subadvisers on an ongoing basis and making any recommendations to the Board regarding hiring, retaining or replacing subadvisers. In considering the Agreement with VIA, the Board considered VIA’s process for supervising and managing the Fund’s subadviser, including (a) VIA’s ability to select and monitor the subadviser; (b) VIA’s ability to provide the services necessary to monitor the subadvisers’ compliance with the Fund’s investment objectives, policies and restrictions as well as provide other oversight activities; and (c) VIA’s ability and willingness to identify instances in which a subadviser should be replaced and to carry out the required changes. The Trustees also considered: (a) the experience and capability of VIA’s management and other personnel; (b) the financial condition of VIA, and whether it had the financial wherewithal to provide a high level and quality of services to the Fund; (c) the quality of VIA’s own regulatory and legal compliance policies, procedures and systems; (d) the nature, extent and quality of administrative and other services provided by VIA and its affiliates to the Fund; (e) VIA’s supervision of the Fund’s other service providers; and (f) VIA’s risk management processes. It was noted that affiliates of VIA serve as administrator and distributor to the Fund. The Board also took into account its knowledge of VIA’s management and the quality of the performance of VIA’s duties through Board meetings, discussions and reports during the preceding year, as well as information from the Trust’s Chief Compliance Officer (“CCO”) regarding the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act.

With respect to the services provided by the Subadviser, the Board considered information provided to the Board by the Subadviser, including the Subadviser’s Form ADV, as well as information provided throughout the past year. With respect to the Subadvisory Agreement, the Board noted that the Subadviser provided portfolio management, compliance with the Fund’s investment policies and procedures, compliance with applicable securities laws and assurances thereof. The Board also noted that VIA’s and the Subadviser’s management of the Fund is subject to the oversight of the Board and must be carried out in accordance with the investment objectives, policies and restrictions set forth in the Fund’s prospectus and statement of additional information. In considering the renewal of the Subadvisory Agreement, the Board also considered the Subadviser’s investment management process, including (a) the experience and capability of the Subadviser’s management and other personnel committed by the Subadviser to the Fund; (b) the financial condition of the Subadviser; (c) the quality of the Subadviser’s regulatory and legal compliance policies, procedures and systems; and (d) the Subadviser’s brokerage and trading practices, including with respect to best execution and soft dollars. The Board also took into account the Subadviser’s risk assessment and monitoring process. The Board noted the Subadviser’s regulatory history, including whether it was currently involved in any regulatory actions or investigations as well as material litigation, and any settlements and amelioratory actions undertaken, as appropriate.

After considering all of the information provided to them, the Trustees concluded that the nature, extent and quality of the services provided by VIA and the Subadviser were satisfactory and that there was a reasonable basis on which to conclude that each would continue to provide a high quality of investment services to the Fund.

Investment Performance

The Board considered performance reports and discussions at Board meetings throughout the year, as well as a report (the “Lipper Report”) for the Fund prepared by Lipper Inc. (“Lipper”), an independent third party provider of investment company data, furnished in connection with the contract renewal process. The Lipper Report presented the Fund’s performance relative to a

18

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

BY THE BOARD OF TRUSTEES (Continued)

peer group of other mutual funds (the “Performance Universe”) and relevant indexes, as selected by Lipper. The Board also considered performance information presented by management and took into account management’s discussion of the same, including the effect of market conditions on the Fund’s performance. The Board evaluated the Fund’s performance in the context of the considerations that a “manager of managers” structure requires. The Board noted that it also reviews on a quarterly basis detailed information about both the Fund’s performance results and portfolio composition, as well as the Subadviser’s investment strategy. The Board noted VIA’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadviser. The Board also noted the Subadviser’s performance record with respect to a Fund. The Board was mindful of VIA’s focus on the Subadviser’s performance and noted VIA’s performance in monitoring and responding to any performance issues with respect to the Fund. The Board also took into account its discussions with management regarding factors that contributed to the performance of the Fund.

The Board considered, among other performance data, the information set forth below with respect to the performance of the Fund for the period ended September 30, 2012.

The Board noted that the Fund outperformed the median of its Performance Universe for the 1-, 3, 5- and 10- year periods. The Board also noted that the Fund outperformed its benchmark for the 3-, 5- and 10- year periods and underperformed its benchmark for the 1-year period.

After reviewing these and related factors, the Board concluded that the Fund’s overall performance was satisfactory.

Management Fees and Total Expenses

The Board considered the fees charged to the Fund for advisory services as well as the total expense levels of the Fund. This information included comparisons of the Fund’s net management fee and total expense level to those of its peer group (the “Expense Group”). In comparing the Fund’s net management fee to that of comparable funds, the Board noted that such fee includes both advisory and administrative fees. The Board also noted that the subadvisory fee was paid by VIA out of its management fees rather than paid separately by the Fund. In this regard, the Board took into account management’s discussion with respect to the advisory/subadvisory fee structure, including the amount of the advisory fee retained by VIA after payment of the subadvisory fee. The Board also took into account the size of the Fund and the impact on expenses. The Subadviser provided, and the Board considered, expense information of comparable accounts managed by the Subadviser, as applicable.

In addition to the foregoing, the Board considered, among other data, the information set forth below with respect to the Fund’s fees and expenses. In each case, the Board took into account management’s discussion of the Fund’s expenses, including the type and size of the Fund relative to the other funds in its Expense Group.

The Board considered that the Fund’s net management and net total expenses were below the median of the Expense Group.

Based on the level and type of services provided, the Board determined that the Fund’s fees and expenses were reasonable. The Board concluded that the advisory and subadvisory fees for the Fund were fair and reasonable in light of the usual and customary charges made for services of the same nature and quality and the other factors considered.

Profitability

The Board also considered certain information relating to profitability that had been provided by VIA. In this regard, the Board considered information regarding the overall profitability, as well as

19

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

BY THE BOARD OF TRUSTEES (Continued)

on a Fund-by-Fund basis, of VIA for its management of the Trust, as well as its profits and those of its affiliates for managing and providing other services to the Trust, such as distribution and administrative services provided to the Funds by a VIA affiliate. In addition to the fees paid to VIA and its affiliates, including the Subadviser, the Board considered any other benefits derived by VIA or its affiliates from their relationship with the Fund. The Board reviewed the methodology used to allocate costs to the Fund, taking into account the fact that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. The Board concluded that the profitability to VIA and its affiliates from the Fund was reasonable in light of the quality of the services rendered to the Fund by VIA and its affiliates.

In considering the profitability to the Subadviser in connection with its relationship to the Fund, the Board noted that the fees under the Subadvisory Agreement are paid by VIA out of the fees that VIA receives under the Advisory Agreement, so that Fund shareholders are not directly impacted by those fees. In considering the reasonableness of the fees payable by VIA to the affiliated Subadviser, the Board noted that, because the Subadviser is an affiliate of VIA, such profitability might be directly or indirectly shared by VIA. For each of the above reasons, the Board concluded that the profitability to the Subadviser and its affiliates from their relationship with the Fund was not a material factor in approval of the Subadvisory Agreement.

Economies of Scale

The Board received and discussed information concerning whether VIA realizes economies of scale as the Fund’s assets grow. The Board noted that the management fees for the Fund included breakpoints based on assets under management. The Board also took into account management’s discussion of the Fund’s management fee and subadvisory fee structure. The Board also took into account the current size of the Fund. The Board concluded that no changes to the advisory fee structure of the Fund was necessary at this time. The Board noted that VIA and the Fund may realize certain economies of scale if the assets of the Fund was to increase, particularly in relationship to certain fixed costs, and that shareholders of the Fund would have an opportunity to benefit from these economies of scale.

For similar reasons as stated above with respect to the Subadviser’s profitability, and based upon the current size of the Fund managed by the Subadviser, the Board concluded that the potential for economies of scale in the Subadviser’s management of the Fund were not a material factor in the approval of the Subadvisory Agreement at this time.

Other Factors. The Board considered other benefits that may be realized by VIA and the Subadviser and their respective affiliates from their relationships with the Fund. Among them, the Board recognized that VP Distributors, LLC, an affiliate of VIA, serves as the distributor for the Trust, and, as such, receives payments pursuant to Rule 12b-1 from the Fund to compensate it for providing shareholder services and selling activities, which could lead to growth in the Trust’s assets and corresponding benefits from such growth, including economies of scale. The Board noted that an affiliate of VIA also provides administrative services to the Trust. The Board noted management’s discussion of the fact that, while the Subadviser is an affiliates of VIA, there are no other direct 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 indirect benefits gained, including to the extent that serving the Fund could provide the opportunity to provide advisory services to additional portfolios of the Trust or certain reputational benefits.

Based on all of the foregoing considerations, the Board determined that approval of each Agreement was in the best interests of the Fund and its shareholders. Accordingly, the Board, and the Independent Trustees voting separately, approved the Agreements with respect to the Fund.

20

Virtus Real Estate Securities Fund,

a series of Virtus Opportunities Trust

Supplement dated May 22, 2013

to the Prospectuses dated January 31, 2013

IMPORTANT NOTICE TO INVESTORS

The following corrects after-tax performance information for Class A Shares appearing under “Average Annual Total Returns” in the fund’s summary prospectus and the summary section of the statutory prospectus.

	1 Year		5 Years		10 Years		Class C Since Inception (7/25/03)		Class I Since Inception (12/28/06)
Class A
Return Before Taxes		9.82%		4.28%		11.44%		—		—
Return After Taxes on Distributions		9.46%		3.71%		10.49%		—		—
Return After Taxes on Distributions and Sale of Fund Shares		6.37%		3.29%		9.69%		—		—
Class B
Return Before Taxes		11.63%		4.72%		11.25%		—		—
Class C
Return Before Taxes		15.63%		4.73%		—		10.11%		—
Class I
Return Before Taxes		16.80%		5.79%		—		—		1.81%
S&P 500® Index (reflects no deduction of fees, expenses or taxes)		16.00%		1.66%		7.10%		5.99%		2.29%
FTSE NAREIT Equity REITs Index (reflects no deduction of fees, expenses or taxes)		18.06%		5.45%		11.63%		10.23%		1.59%

Investors should retain this supplement with the

Prospectuses for future reference.

VOT 8020/RESF AfterTaxPerf (5/13)

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

Virtus Fund Services, LLC

100 Pearl Street

Hartford, CT 06103-4506

Custodian

JPMorgan Chase Bank NA

1 Chase Manhattan Plaza

New York, NY 10005-1401

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

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.

For more information about

Virtus Mutual Funds, please call

your financial representative, or

contact us at 1-800-243-1574

or Virtus.com

8023 05-13

P.O. Box 9874

Providence, RI 02940-8074

SEMIANNUAL REPORT

Virtus Allocator Premium AlphaSector^™ Fund*

Virtus AlphaSector^™ Rotation Fund*

Virtus Alternatives Diversifier Fund*

Virtus Dynamic AlphaSector^™ Fund*

Virtus Global Premium AlphaSector^™ Fund*

Virtus Premium AlphaSector^™ Fund*

March 31, 2013

TRUST NAME: VIRTUS OPPORTUNITIES TRUST

* Prospectus Supplement applicable to this fund appears at the back of this Semi-Annual Report.

Not FDIC Insured

No Bank Guarantee

May Lose Value

Table of Contents

Message to Shareholders			1
Disclosure of Fund Expenses			2
Key Investment Terms			5
Portfolio Holdings Summary Weightings			6
Fund	Schedule of Investments
Virtus Allocator Premium AlphaSector™ Fund (“Allocator Premium AlphaSector™ Fund”)		8
Virtus AlphaSector™ Rotation Fund (“AlphaSector ™ Rotation Fund”)		10
Virtus Alternatives Diversifier Fund (“Alternatives Diversifier Fund”)		17
Virtus Dynamic AlphaSector™ Fund (“Dynamic AlphaSector ™ Fund”)		18
Virtus Global Premium AlphaSector™ Fund (“Global Premium AlphaSector™ Fund”)		19
Virtus Premium AlphaSector™ Fund (“Premium AlphaSector ™ Fund”)		20
Statements of Assets and Liabilities			28
Statements of Operations			30
Statements of Changes in Net Assets			32
Statement of Cash Flows			36
Financial Highlights			37
Notes to Financial Statements			43
Consideration of Advisory and Subadvisory Agreements by the Board of Trustees			58

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 Board of Trustees (“Trustees” or the “Board”) of the Trust. 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:

Investors were subject to the vagaries of the financial markets over the past six months. After getting off to a somewhat rocky start in the fourth quarter of 2012, the markets spent the remainder of the period in recovery, ending in positive territory. For the six-month-period ended March 31, 2013, broad equity markets surpassed fixed income markets by a large margin. The S&P 500® Index, a benchmark for U.S. equities, was up 10.2%, while international equities rose 9.6%, as measured by the MSCI All Country World Index (net). During that same period, the Barclays U.S. Aggregate Bond Index, which tracks the U.S. fixed income market, returned 0.1%. A consistent “flight to

quality” among global investors kept demand high for the 10-year U.S. Treasury, keeping its yield under 2%. The changing direction in investor sentiment is encouraging. While the economic situation in Europe and China remains tenuous, the U.S. economy appears to be on the mend, supported by signs of growth in hiring, consumer spending, and housing. In the months ahead, the onus is on the U.S. government to get the country on strong fiscal footing and on corporations to produce robust earnings, which will play a pivotal role in determining future market direction. Market uncertainty is a timely reminder of the importance of portfolio diversification. While diversification cannot guarantee a profit or prevent loss, owning a variety of asset classes may cushion your portfolio against inevitable market fluctuations. Your financial advisor can help you ensure that your portfolio is adequately diversified. Thank you for entrusting Virtus with your assets. We appreciate your business and remain committed to your long-term financial success. Sincerely, George R. Aylward President, Virtus Mutual Funds April 2013 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.

1

VIRTUS OPPORTUNITIES TRUST

DISCLOSURE OF FUND EXPENSES (Unaudited)

FOR THE SIX-MONTH PERIOD OF OCTOBER 1, 2012 TO MARCH 31, 2013

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

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 in the first section 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.

2

VIRTUS OPPORTUNITIES TRUST

DISCLOSURE OF FUND EXPENSES (Unaudited) (Continued)

FOR THE SIX-MONTH PERIOD OF OCTOBER 1, 2012 TO MARCH 31, 2013

Expense Table
	Beginning Account Value October 1, 2012		Ending Account Value March 31, 2013		Annualized Expense Ratio			Expenses Paid During Period*
Allocator Premium AlphaSector™ Fund
Actual
Class A	$	1,000.00	$	1,047.00		1.64	%		$8.37
Class C		1,000.00		1,043.80		2.37			12.08
Class I		1,000.00		1,049.00		1.39			7.10
Hypothetical (5% return before expenses)
Class A		1,000.00		1,016.65		1.64			8.28
Class C		1,000.00		1,012.97		2.37			11.96
Class I		1,000.00		1,017.91		1.39			7.02
AlphaSector™ Rotation Fund
Actual
Class A	$	1,000.00	$	1,113.80		1.00	%		$5.27
Class C		1,000.00		1,109.80		1.74			9.15
Class I		1,000.00		1,115.30		0.75			3.96
Hypothetical (5% return before expenses)
Class A		1,000.00		1,019.88		1.00			5.05
Class C		1,000.00		1,016.15		1.74			8.78
Class I		1,000.00		1,021.14		0.75			3.79
Alternatives Diversifier Fund
Actual
Class A	$	1,000.00	$	1,038.50		0.52	%	$	2.64
Class C		1,000.00		1,034.60		1.27			6.44
Class I		1,000.00		1,040.30		0.29			1.48
Hypothetical (5% return before expenses)
Class A		1,000.00		1,022.30		0.52			2.63
Class C		1,000.00		1,018.52		1.27			6.41
Class I		1,000.00		1,023.47		0.29			1.46
Dynamic AlphaSector™ Fund**
Actual
Class A	$	1,000.00	$	1,109.40		2.64	%		$13.88
Class B		1,000.00		1,105.00		3.38			17.74
Class C		1,000.00		1,106.00		3.38			17.75
Class I		1,000.00		1,111.60		2.38			12.53
Hypothetical (5% return before expenses)
Class A		1,000.00		1,011.60		2.64			13.33
Class B		1,000.00		1,007.87		3.38			17.06
Class C		1,000.00		1,007.87		3.38			17.06
Class I		1,000.00		1,012.91		2.38			12.02

3

VIRTUS OPPORTUNITIES TRUST

DISCLOSURE OF FUND EXPENSES (Unaudited) (Continued)

FOR THE SIX-MONTH PERIOD OF OCTOBER 1, 2012 TO MARCH 31, 2013

Expense Table
	Beginning Account Value October 1, 2012		Ending Account Value March 31, 2013		Annualized Expense Ratio			Expenses Paid During Period*
Global Premium AlphaSector™ Fund
Actual
Class A	$	1,000.00	$	1,075.50		1.75	%		$9.03
Class C		1,000.00		1,071.20		2.50			12.91
Class I		1,000.00		1,076.30		1.50			7.74
Hypothetical (5% return before expenses)
Class A		1,000.00		1,016.05		1.75			8.81
Class C		1,000.00		1,012.22		2.50			12.62
Class I		1,000.00		1,017.31		1.50			7.55
Premium AlphaSector™ Fund
Actual
Class A	$	1,000.00	$	1,095.10		1.62	%	$	8.46
Class C		1,000.00		1,090.20		2.37			12.35
Class I		1,000.00		1,096.30		1.37			7.16
Hypothetical (5% return before expenses)
Class A		1,000.00		1,016.75		1.62			8.18
Class C		1,000.00		1,012.97		2.37			11.96
Class I		1,000.00		1,018.01		1.37			6.92

* Expenses are equal to the relevant Fund’s annualized expense ratio, which is net of 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 (182) expenses were accrued in the most recent fiscal half-year, then divided by 365 to reflect the one-half year period.

** Dynamic AlphaSector Fund’s annualized expense ratios include 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.

4

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.

Barclays U.S. Aggregate Bond Index

The Barclays 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.

iShares^®

Represents shares of an open-end exchange-traded fund.

Morgan Stanley Capital International (MSCI)

A company that constructs a variety of indices covering many different asset classes, countries and regions.

MSCI All Country World Index (Net)

The MSCI AC World Index (Net) is a free float-adjusted market capitalization-weighted index that measures equity performance of developed and emerging markets. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged and not available for direct investment.

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.

SPDR^®

Represents shares of an open-end exchange-traded fund.

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

5

VIRTUS OPPORTUNITIES TRUST

PORTFOLIO HOLDINGS SUMMARY WEIGHTINGS

MARCH 31, 2013 (Unaudited)

For each Fund, the following tables present portfolio holdings within certain sectors or countries and as a percentage of total investments attributable to each sector.

Allocator Premium AlphaSector™ Fund
Financials	10	%
Consumer Staples	5
Health Care	5
Consumer Discretionary	4
Energy	4
Utilities	4
Industrials	4
Other (includes short-term investments)	64
Total	100	%

AlphaSector™ Rotation Fund
Utilities	12	%
Consumer Discretionary	11
Consumer Staples	11
Energy	11
Health Care	11
Industrials	11
Materials	11
Other (includes short-term investments)	22
Total	100	%

Alternatives Diversifier Fund
Affiliated Mutual Funds	67	%
Exchange-Traded Funds	32
Other (includes short-term investments)	1
Total	100	%

Dynamic AlphaSector™ Fund
Consumer Staples	12	%
Health Care	12
Consumer Discretionary	11
Energy	11
Financials	11
Industrials	11
Utilities	11
Other	21
Total	100	%

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 5.

6

VIRTUS OPPORTUNITIES TRUST

PORTFOLIO HOLDINGS SUMMARY WEIGHTINGS (Continued)

MARCH 31, 2013 (Unaudited)

Global Premium AlphaSector™ Fund
Consumer Discretionary	8	%
Consumer Staples	8
Energy	8
Health Care	8
Utilities	8
Financials	7
Other	53
Total	100	%

Premium AlphaSector™ Fund
Consumer Discretionary	12	%
Consumer Staples	11
Energy	11
Health Care	11
Industrials	11
Materials	11
Utilities	11
Other (includes short-term investments)	22
Total	100	%

For information regarding the indexes and certain investment terms, see the Key Investment Terms on page 5.

7

VIRTUS ALLOCATOR PREMIUM ALPHASECTOR^™ FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
EXCHANGE-TRADED FUNDS—85.8%
Consumer Discretionary Select Sector SPDR Fund		355,585	$	18,832
Consumer Staples Select Sector SPDR Fund		483,587		19,227
Energy Select Sector SPDR Fund		236,680		18,773
Financial Select Sector SPDR Fund		1,026,270		18,668
Health Care Select Sector SPDR Fund		423,970		19,481
Industrial Select Sector SPDR Fund		444,990		18,569
iShares Barclays Treasury Inflation Protected Securities Bond Fund		268,980		32,614
iShares Dow Jones U.S. Real Estate Index Fund		334,915		23,270
iShares iBoxx $ High Yield Corporate Bond Fund		344,380		32,492
iShares iBoxx Investment Grade Corporate Bond Fund		271,370		32,537
iShares MSCI Canada Index Fund		201,150		5,735
iShares MSCI Emerging Markets Index Fund		207,420		8,873
iShares MSCI Japan Index Fund		1,170,950		12,646
Ishares MSCI Pacific Ex-Japan Index Fund		244,700		12,162
Materials Select Sector SPDR Fund		452,060		17,712
SPDR S&P 500(R) ETF Trust Series 1		152,470		23,869
Technology Select Sector SPDR Fund		582,640		17,637
Utilities Select Sector SPDR Fund		485,680		18,966
Vanguard MSCI European Fund		714,650		35,112
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $355,626)				387,175
TOTAL LONG TERM INVESTMENTS—85.8%
(Identified cost $355,626)				387,175

	SHARES		VALUE
SHORT-TERM INVESTMENTS—7.1%
Money Market Mutual Funds—7.1%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		32,156,829	$	32,157
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $32,157)				32,157
TOTAL INVESTMENTS—92.9% (Identified Cost $387,783)				419,332	(1)
Other assets and liabilities, net—7.1%				32,016
NET ASSETS—100.0%			$	451,348

Abbreviations:

ETF Exchange-Traded Fund

MSCI Morgan Stanley Capital International

SPDR S&P Depositary Receipt

FOOTNOTE LEGEND:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

See Notes to Financial Statements

8

VIRTUS ALLOCATOR PREMIUM ALPHASECTOR^™ FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices
Equity Securities:
Exchange-Traded Funds	$	387,175	$	387,175
Short-Term Investments		32,157		32,157
Total Investments	$	419,332	$	419,332

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

9

VIRTUS ALPHASECTOR^™ ROTATION FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
COMMON STOCKS—76.9%
Consumer Discretionary—11.1%
Abercrombie & Fitch Co. Class A		2,810	$	130
Amazon.com, Inc.(2)		12,860		3,427
Apollo Group, Inc. Class A(2)		3,510		61
AutoNation, Inc.(2)		1,370		60
AutoZone, Inc.(2)		1,300		516
Bed Bath & Beyond, Inc.(2)		7,910		510
Best Buy Co., Inc.		9,240		205
BorgWarner, Inc.(2)		4,110		318
Cablevision Systems Corp. Class A		7,510		112
CarMax, Inc.(2)		7,990		333
Carnival Corp.		15,700		539
CBS Corp. Class B		20,680		966
Chipotle Mexican Grill, Inc.(2)		1,110		362
Coach, Inc.		9,930		496
Comcast Corp. Class A		93,970		3,948
Darden Restaurants, Inc.		4,520		234
Delphi Automotive plc(2)		10,360		460
DIRECTV Class A(2)		20,340		1,151
Discovery Communications, Inc. Class A(2)		8,590		676
Dollar General Corp.(2)		10,720		542
Dollar Tree, Inc.(2)		7,950		385
DR Horton, Inc.		9,910		241
Expedia, Inc.		3,290		197
Family Dollar Stores, Inc.		3,320		196
Ford Motor Co.		139,650		1,836
Fossil, Inc.(2)		1,900		184
GameStop Corp. Class A		4,310		121
Gannett Co., Inc.		8,010		175
Gap, Inc. (The)		10,460		370
Garmin Ltd.		3,840		127
Genuine Parts Co.		5,450		425
Goodyear Tire & Rubber Co. (The)(2)		8,600		108
H&R Block, Inc.		9,530		280
Harley-Davidson, Inc.		7,930		423
Harman International Industries, Inc.		2,380		106
Hasbro, Inc.		4,010		176
Home Depot, Inc. (The)		53,220		3,714

	SHARES		VALUE
Consumer Discretionary (continued)
Host Hotels & Resorts, Inc.		18,530	$	324
International Game Technology		9,260		153
Interpublic Group of Cos., Inc. (The)		14,610		190
J.C. Penney Co., Inc.(2)		4,970		75
Johnson Controls, Inc.		24,290		852
Kohl’s Corp.		7,460		344
Leggett & Platt, Inc.		4,970		168
Lennar Corp. Class A		5,770		239
Lowe’s Cos., Inc.		39,510		1,498
Ltd. Brands, Inc.		8,410		376
Macy’s, Inc.		13,980		585
Marriott International, Inc.		8,520		360
Mattel, Inc.		12,170		533
McDonald’s Corp.		35,700		3,559
McGraw-Hill Cos., Inc. (The)		7,230		377
Netflix, Inc.(2)		1,940		367
Newell Rubbermaid, Inc.		10,090		263
News Corp. Class A		71,190		2,173
NIKE, Inc. Class B		25,750		1,520
Nordstrom, Inc.		5,310		293
O’Reilly Automotive, Inc.(2)		3,890		399
Omnicom Group, Inc.		9,150		539
PetSmart, Inc.		3,800		236
Phillips-Van Heusen Corp.		2,780		297
priceline.com, Inc.(2)		1,800		1,238
PulteGroup, Inc.(2)		12,050		244
Ralph Lauren Corp.		2,150		364
Ross Stores, Inc.		7,830		475
Scripps Networks Interactive, Inc. Class A		3,050		196
Staples, Inc.		23,970		322
Starbucks Corp.		26,500		1,509
Starwood Hotels & Resorts Worldwide, Inc.		6,780		432
Target Corp.		23,190		1,587
Tiffany & Co.		4,190		291
Time Warner Cable, Inc.		10,440		1,003
Time Warner, Inc.		33,280		1,918
TJX Cos., Inc.		25,880		1,210
TripAdvisor, Inc.(2)		3,850		202
Urban Outfitters, Inc.(2)		3,850		149
VF Corp.		3,090		518

See Notes to Financial Statements

10

VIRTUS ALPHASECTOR^™ ROTATION FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
Consumer Discretionary (continued)
Viacom, Inc. Class B		16,100	$	991
Walt Disney Co. (The)		64,280		3,651
Washington Post Co. (The) Class B		160		72
Whirlpool Corp.		2,750		326
Wyndham Worldwide Corp.		4,780		308
Wynn Resorts Ltd.		2,790		349
Yum! Brands, Inc.		15,940		1,147
				58,332
Energy—11.1%
Anadarko Petroleum Corp.		21,360		1,868
Apache Corp.		16,550		1,277
Baker Hughes, Inc.		21,460		996
Cabot Oil & Gas Corp.		16,720		1,130
Cameron International Corp.(2)		14,560		949
Chesapeake Energy Corp.		25,510		521
Chevron Corp.		73,260		8,705
ConocoPhillips		33,310		2,002
CONSOL Energy, Inc.		13,380		450
Denbury Resources, Inc.(2)		27,770		518
Devon Energy Corp.		15,980		902
Diamond Offshore Drilling, Inc.		4,140		288
Ensco plc Class A		8,440		506
EOG Resources, Inc.		12,140		1,555
EQT Corp.		5,470		371
Exxon Mobil Corp.		111,630		10,059
FMC Technologies, Inc.(2)		15,650		851
Halliburton Co.		41,210		1,665
Helmerich & Payne, Inc.		3,850		234
Hess Corp.		13,540		970
Kinder Morgan, Inc.		23,260		900
Marathon Oil Corp.		30,680		1,034
Marathon Petroleum Corp.		12,150		1,089
Murphy Oil Corp.		8,950		570
Nabors Industries Ltd.		19,650		319
National Oilwell Varco, Inc.		19,840		1,404
Newfield Exploration Co.(2)		4,910		110
Noble Corp.		9,170		350
Noble Energy, Inc.		8,950		1,035
Occidental Petroleum Corp.		25,880		2,028
Peabody Energy Corp.		14,410		305
Phillips 66		22,880		1,601

	SHARES		VALUE
Energy (continued)
Pioneer Natural Resources Co.		10,990	$	1,365
QEP Resources, Inc.		6,490		207
Range Resources Corp.		9,280		752
Rowan Cos. plc Class A(2)		12,320		436
Schlumberger Ltd.		51,170		3,832
Southwestern Energy Co.(2)		16,450		613
Spectra Energy Corp.		33,120		1,018
Tesoro Corp.		15,840		927
Valero Energy Corp.		28,520		1,297
Williams Cos., Inc. (The)		35,500		1,330
WPX Energy, Inc.(2)		7,250		116
				58,455
Financials—10.7%
ACE Ltd.		8,730		777
Aflac, Inc.		12,040		626
Allstate Corp. (The)		12,170		597
American Express Co.		24,740		1,669
American International Group, Inc.(2)		38,120		1,480
American Tower Corp.		10,170		782
Ameriprise Financial, Inc.		5,240		386
AON plc		8,020		493
Apartment Investment & Management Co. Class A		3,690		113
Assurant, Inc.		2,040		92
AvalonBay Communities, Inc.		2,970		376
Bank of America Corp.		279,340		3,402
Bank of New York Mellon Corp. (The)		29,890		837
BB&T Corp.		17,830		560
Berkshire Hathaway, Inc. Class B(2)		47,110		4,909
BlackRock, Inc.		3,250		835
Boston Properties, Inc.		3,920		396
Capital One Financial Corp.		14,990		824
CBRE Group, Inc.(2)		7,610		192
Charles Schwab Corp. (The)		28,160		498
Chubb Corp. (The)		6,720		588
Cincinnati Financial Corp.		3,700		175
Citigroup, Inc.		78,450		3,471
CME Group, Inc.		7,900		485
Comerica, Inc.		4,730		170

See Notes to Financial Statements

11

VIRTUS ALPHASECTOR^™ ROTATION FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
Financials (continued)
Discover Financial Services		12,750	$	572
E*Trade Financial Corp.(2)		7,350		79
Equity Residential		8,250		454
Fifth Third Bancorp		22,400		365
First Horizon National Corp.		6,130		65
Franklin Resources, Inc.		3,580		540
Genworth Financial, Inc. Class A(2)		12,540		125
Goldman Sachs Group, Inc. (The)		11,260		1,657
Hartford Financial Services Group, Inc. (The)		11,130		287
HCP, Inc.		11,560		576
Health Care REIT, Inc.		6,710		456
Hudson City Bancorp, Inc.		12,090		104
Huntington Bancshares, Inc.		21,460		159
IntercontinentalExchange, Inc.(2)		1,890		308
Invesco Ltd.		11,180		324
JPMorgan Chase & Co.		98,810		4,690
KeyCorp		23,640		235
Kimco Realty Corp.		10,390		233
Legg Mason, Inc.		2,890		93
Leucadia National Corp.		7,410		203
Lincoln National Corp.		6,810		222
Loews Corp.		7,970		351
M&T Bank Corp.		3,150		325
Marsh & McLennan Cos., Inc.		13,970		530
MetLife, Inc.		28,250		1,074
Moody’s Corp.		4,890		261
Morgan Stanley		35,240		775
NASDAQ OMX Group, Inc. (The)		3,030		98
Northern Trust Corp.		5,490		300
NYSE Euronext, Inc.		6,130		237
People’s United Financial, Inc.		8,560		115
Plum Creek Timber Co., Inc.		4,100		214
PNC Financial Services Group, Inc.		13,610		905
Principal Financial Group, Inc.		6,960		237
Progressive Corp. (The)		14,160		358

	SHARES		VALUE
Financials (continued)
Prologis, Inc.		11,930	$	477
Prudential Financial, Inc.		11,970		706
Public Storage		3,740		570
Regions Financial Corp.		36,310		297
Simon Property Group, Inc.		8,070		1,280
SLM Corp.		11,560		237
State Street Corp.		11,760		695
SunTrust Banks, Inc.		13,720		395
T. Rowe Price Group, Inc.		6,690		501
Torchmark Corp.		2,360		141
Travelers Cos., Inc. (The)		9,730		819
U.S. Bancorp		48,110		1,632
Unum Group		6,830		193
Ventas, Inc.		7,510		550
Vornado Realty Trust		4,370		366
Wells Fargo & Co.		126,550		4,681
XL Group plc		7,440		225
Zions Bancorp		4,650		116
				56,141
Industrials—10.9%
3M Co.		25,370		2,697
ADT Corp. (The)		8,870		434
Avery Dennison Corp.		4,750		205
Boeing Co. (The)		27,900		2,395
Caterpillar, Inc.		27,310		2,375
Cintas Corp.		4,940		218
CSX Corp.		48,270		1,189
Cummins, Inc.		12,580		1,457
Danaher Corp.		25,420		1,580
Deere & Co.		16,950		1,457
Dover Corp.		8,150		594
Dun & Bradstreet Corp.		1,580		132
Eaton Corp. plc		22,530		1,380
Emerson Electric Co.		30,000		1,676
Equifax, Inc.		6,280		362
Expeditors International of Washington, Inc.		7,960		284
Fastenal Co.		10,430		536
FedEx Corp.		12,140		1,192
Flowserve Corp.		1,930		324
Fluor Corp.		9,110		604
General Dynamics Corp.		14,080		993
General Electric Co.		301,910		6,980
Grainger (W.W.), Inc.		3,020		679

See Notes to Financial Statements

12

VIRTUS ALPHASECTOR^™ ROTATION FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
Industrials (continued)
Honeywell International, Inc.		32,430	$	2,444
Illinois Tool Works, Inc.		17,190		1,048
Ingersoll-Rand plc		10,790		594
Iron Mountain, Inc.		6,420		233
Jacobs Engineering Group, Inc.(2)		5,020		282
Joy Global, Inc.		4,080		243
L-3 Communications Holdings, Inc.		3,470		281
Lockheed Martin Corp.		11,000		1,062
Masco Corp.		15,480		313
Norfolk Southern Corp.		14,370		1,108
Northrop Grumman Corp.		9,980		700
PACCAR, Inc.		16,020		810
Pall Corp.		6,280		429
Parker Hannifin Corp.		7,180		657
PentAir, Inc.		8,030		424
Pitney Bowes, Inc.		8,880		132
Precision Castparts Corp.		5,570		1,056
Quanta Services, Inc.(2)		8,220		235
Raytheon Co.		13,860		815
Republic Services, Inc.		11,520		380
Robert Half International, Inc.		7,610		286
Robinson (C.H.) Worldwide, Inc.		6,150		366
Rockwell Automation, Inc.		6,910		597
Rockwell Collins, Inc.		6,800		429
Roper Industries, Inc.		3,800		484
Ryder System, Inc.		3,580		214
Snap-On, Inc.		2,200		182
Southwest Airlines Co.		31,300		422
Stanley Black & Decker, Inc.		6,180		500
Stericycle, Inc.(2)		3,310		351
Textron, Inc.		13,200		393
Tyco International Ltd.		18,140		580
Union Pacific Corp.		19,820		2,823
United Parcel Service, Inc. Class B		28,570		2,454
United Technologies Corp.		34,370		3,211
Waste Management, Inc.		18,580		728
Xylem, Inc.		7,170		198
				57,207

	SHARES		VALUE
Information Technology—9.3%
Accenture plc Class A		12,520	$	951
Adobe Systems, Inc.(2)		9,960		433
Advanced Micro Devices, Inc.(2)		13,280		34
Akamai Technologies, Inc.(2)		3,830		135
Altera Corp.		6,620		235
Amphenol Corp. Class A		3,250		243
Analog Devices, Inc.		6,200		288
Apple, Inc.		18,240		8,074
Applied Materials, Inc.		23,960		323
Autodesk, Inc.(2)		4,670		193
Automatic Data Processing, Inc.		9,550		621
BMC Software, Inc.(2)		2,660		123
Broadcom Corp. Class A		10,600		367
CA, Inc.		6,810		171
Cisco Systems, Inc.		104,360		2,182
Citrix Systems, Inc.(2)		3,820		276
Cognizant Technology Solutions Corp. Class A(2)		6,040		463
Computer Sciences Corp.		3,100		153
Corning, Inc.		29,410		392
Dell, Inc.		29,090		417
eBay, Inc.(2)		23,160		1,256
Electronic Arts, Inc.(2)		6,210		110
EMC Corp.(2)		41,740		997
F5 Networks, Inc.(2)		1,510		134
Fidelity National Information Services, Inc.		6,170		244
First Solar, Inc.(2)		1,150		31
Fiserv, Inc.(2)		2,720		239
FLIR Systems, Inc.		3,100		81
Google, Inc. Class A(2)		5,130		4,073
Harris Corp.		2,370		110
Hewlett-Packard Co.(2)		31,740		757
Intel Corp.		82,560		1,804
International Business Machines Corp.		20,360		4,343
Intuit, Inc.		5,630		370
Jabil Circuit, Inc.		4,270		79
JDS Uniphase Corp.(2)		5,860		78
Juniper Networks, Inc.(2)		10,340		192
KLA-Tencor Corp.		3,520		186
Lam Research Corp.(2)		3,040		126

See Notes to Financial Statements

13

VIRTUS ALPHASECTOR^™ ROTATION FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
Information Technology (continued)
Linear Technology Corp.		4,810	$	185
LSI Corp.(2)		12,050		82
MasterCard, Inc. Class A		2,090		1,131
Microchip Technology, Inc.		4,090		150
Micron Technology, Inc.(2)		21,140		211
Microsoft Corp.		147,550		4,221
Molex, Inc.		3,060		90
Motorola Solutions, Inc.		5,440		348
NetApp, Inc.(2)		7,290		249
NVIDIA Corp.		12,810		164
Oracle Corp.		72,660		2,350
Paychex, Inc.		6,540		229
QUALCOMM, Inc.		33,830		2,265
Red Hat, Inc.(2)		4,040		204
SAIC, Inc.		5,460		74
Salesforce.com, Inc.(2)		2,780		497
SanDisk Corp.(2)		5,030		277
Seagate Technology plc		6,140		224
Symantec Corp.(2)		13,870		342
TE Connectivity Ltd.		8,050		338
Teradata Corp.(2)		3,490		204
Teradyne, Inc.(2)		4,730		77
Texas Instruments, Inc.		21,790		773
Total System Services, Inc.		3,580		89
VeriSign, Inc.(2)		3,220		152
Visa, Inc. Class A		10,030		1,703
Western Digital Corp.		4,440		223
Western Union Co. (The)		11,400		171
Xerox Corp.		25,570		220
Xilinx, Inc.		5,440		208
Yahoo!, Inc.(2)		19,260		453
				49,188
Materials—10.8%
Air Products & Chemicals, Inc.		24,680		2,150
Airgas, Inc.		8,180		811
Alcoa, Inc.		128,840		1,098
Allegheny Technologies, Inc.		13,430		426
Ball Corp.		18,070		860
Bemis Co., Inc.		12,870		519
CF Industries Holdings, Inc.		7,410		1,411

	SHARES		VALUE
Materials (continued)
Cliffs Natural Resources, Inc.		18,280	$	347
Dow Chemical Co. (The)		141,640		4,510
Du Pont (E.I.) de Nemours & Co.		109,900		5,403
Eastman Chemical Co.		18,580		1,298
Ecolab, Inc.		31,220		2,503
FMC Corp.		16,580		946
Freeport-McMoRan Copper & Gold, Inc.		111,670		3,696
International Flavors & Fragrances, Inc.		10,080		773
International Paper Co.		52,840		2,461
LyondellBasell Industries N.V. Class A		44,660		2,827
MeadWestvaco Corp.		21,460		779
Monsanto Co.		63,020		6,657
Mosaic Co. (The)		33,000		1,967
Newmont Mining Corp.		45,870		1,921
Nucor Corp.		38,090		1,758
Owens-Illinois, Inc.(2)		20,560		548
PPG Industries, Inc.		16,910		2,265
Praxair, Inc.		34,850		3,887
Sealed Air Corp.		24,590		593
Sherwin-Williams Co. (The)		10,220		1,726
Sigma-Aldrich Corp.		14,420		1,120
United States Steel Corp.		18,160		354
Vulcan Materials Co.		15,860		820
Weyerhaeuser Co.		13,920		437
				56,871
Telecommunication Services—1.6%
AT&T, Inc.		107,470		3,943
CenturyLink, Inc.		12,710		446
Crown Castle International Corp.(2)		5,640		393
Frontier Communications Corp.		23,330		93
MetroPCS Communications, Inc.(2)		7,330		80
Sprint Nextel Corp.(2)		61,320		381
Verizon Communications, Inc.		56,250		2,764
Windstream Corp.		12,700		101
				8,201

See Notes to Financial Statements

14

VIRTUS ALPHASECTOR^™ ROTATION FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
Utilities—11.4%
AES Corp. (The)		76,560	$	962
AGL Resources, Inc.		14,380		603
Ameren Corp.		30,080		1,053
American Electric Power Co., Inc.		59,990		2,917
CenterPoint Energy, Inc.		53,310		1,277
CMS Energy Corp.		33,270		930
Consolidated Edison, Inc.		36,250		2,212
Dominion Resources, Inc.		70,850		4,122
DTE Energy Co.		21,280		1,454
Duke Energy Corp.		79,920		5,801
Edison International		40,230		2,024
Entergy Corp.		21,730		1,374
Exelon Corp.		105,100		3,624
FirstEnergy Corp.		51,410		2,170
Integrys Energy Group, Inc.		9,760		568
NextEra Energy, Inc.		52,100		4,047
NiSource, Inc.		38,870		1,141
Northeast Utilities		38,660		1,680
NRG Energy, Inc.		39,690		1,051
ONEOK, Inc.		25,110		1,197
Pepco Holdings, Inc.		28,720		615
PG&E Corp.		54,210		2,414
Pinnacle West Capital Corp.		13,710		794
PPL Corp.		71,940		2,252
Public Service Enterprise Group, Inc.		62,220		2,137
SCANA Corp.		16,170		827
Sempra Energy		27,980		2,237
Southern Co. (The)		106,830		5,013
TECO Energy, Inc.		25,450		454
Wisconsin Energy Corp.		28,170		1,208
XCEL Energy, Inc.		60,560		1,799
				59,957
TOTAL COMMON STOCKS (Identified Cost $351,509)				404,352

	SHARES		VALUE
EXCHANGE-TRADED FUNDS—22.7%
Consumer Staples Select Sector SPDR Fund		1,498,740	$	59,590
Health Care Select Sector SPDR Fund		1,297,060		59,600
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $83,763)				119,190
TOTAL LONG TERM INVESTMENTS—99.6%
(Identified cost $435,272)				523,542
SHORT-TERM INVESTMENTS—0.4%
Money Market Mutual Funds—0.4%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		2,152,625		2,153
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $2,153)				2,153
TOTAL INVESTMENTS—100.0% (Identified Cost $437,425)				525,695	(1)
Other assets and liabilities, net—0.0%				56
NET ASSETS—100.0%			$	525,751

Abbreviations:

REIT Real Estate Investment Trust

SPDR S&P Depositary Receipt

FOOTNOTE LEGEND:

⁽¹⁾ Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾ Non-income producing.

See Notes to Financial Statements

15

VIRTUS ALPHASECTOR^™ ROTATION FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices
Equity Securities:
Common Stocks	$	404,352	$	404,352
Exchange-Traded Funds		119,190		119,190
Short-Term Investments		2,153		2,153
Total Investments	$	525,695	$	525,695

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

16

VIRTUS ALTERNATIVES DIVERSIFIER FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
AFFILIATED MUTUAL FUNDS—67.1%
Equity Funds—61.1%
Virtus Global Commodities Stock Fund Class I		2,655,171	$	25,171
Virtus Global Dividend Fund Class I		3,240,910		44,530
Virtus Global Real Estate Securities Fund Class I		574,898		13,637
Virtus International Real Estate Securities Fund Class I		2,732,740		18,145
Virtus Real Estate Securities Class I		633,414		23,196
				124,679
Fixed Income Funds—6.0%
Virtus Senior Floating Rate Fund Class I		1,232,001		12,197
TOTAL AFFILIATED MUTUAL FUNDS (Identified Cost $118,927)				136,876
EXCHANGE-TRADED FUNDS—32.1%
Market Vectors Agribusiness		72,000		3,899
Market Vectors Coal		158,000		3,620
PowerShares DB Commodity Index Tracking Fund(2)		841,000		22,968
PowerShares DB G10 Currency Harvest Fund(2)		1,110,500		30,261
WisdomTree Managed Futures Strategy Fund		115,000		4,749
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $60,256)				65,497
TOTAL LONG TERM INVESTMENTS—99.2%
(Identified cost $179,183)				202,373
SHORT-TERM INVESTMENTS—0.8%
Money Market Mutual Funds—0.8%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		1,591,499	$	1,591
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $1,591)				1,591

	SHARES	VALUE
TOTAL INVESTMENTS—100.0% (Identified Cost $180,774)		$	203,964	(1)
Other assets and liabilities, net—0.0%			34
NET ASSETS—100.0%		$	203,998

FOOTNOTE LEGEND:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 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 March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices
Equity Securities:
Affiliated Mutual Funds	$	136,876	$	136,876
Exchange-Traded Funds		65,497		65,497
Short-Term Investments		1,591		1,591
Total Investments	$	203,964	$	203,964

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

17

VIRTUS DYNAMIC ALPHASECTOR^™ FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
EXCHANGE-TRADED FUNDS—128.7%
Consumer Discretionary Select Sector SPDR Fund		1,776,100	$	94,062
Consumer Staples Select Sector SPDR Fund		2,411,700		95,889
Energy Select Sector SPDR Fund		1,180,600		93,645
Financial Select Sector SPDR Fund		5,118,300		93,102
Health Care Select Sector SPDR Fund		2,115,000		97,184
Industrial Select Sector SPDR Fund		2,220,500		92,662
Materials Select Sector SPDR Fund		2,260,700		88,574
Technology Select Sector SPDR Fund		2,914,000		88,207
Utilities Select Sector SPDR Fund		2,422,800		94,610
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $762,362)				837,935
TOTAL LONG TERM INVESTMENTS—128.7%
(Identified cost $762,362)				837,935	(2)
TOTAL INVESTMENTS—128.7% (Identified Cost $762,362)				837,935	(1)
Other assets and liabilities, net—(28.7)%				(186,882	)
NET ASSETS—100.0%			$	651,053

Abbreviations:

SPDR S&P Depositary Receipt

FOOTNOTE LEGEND:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾  All or a portion segregated as collateral for margin borrowing.

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices
Equity Securities:
Exchange-Traded Funds	$	837,935	$	837,935
Total Investments	$	837,935	$	837,935

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

18

VIRTUS GLOBAL PREMIUM ALPHASECTOR^™ FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
EXCHANGE-TRADED FUNDS—89.0%
Consumer Discretionary Select Sector SPDR Fund		130,530	$	6,913
Consumer Staples Select Sector SPDR Fund		177,388		7,053
Energy Select Sector SPDR Fund		86,840		6,888
Financial Select Sector SPDR Fund		375,690		6,834
Health Care Select Sector SPDR Fund		155,410		7,141
Industrial Select Sector SPDR Fund		163,280		6,814
iShares MSCI Canada Index Fund		73,920		2,107
iShares MSCI Emerging Markets Index Fund		76,070		3,254
iShares MSCI Japan Index Fund		429,720		4,641
iShares MSCI Pacific Ex-Japan Index Fund		89,910		4,469
Materials Select Sector SPDR Fund		165,890		6,500
Technology Select Sector SPDR Fund		214,010		6,478
Utilities Select Sector SPDR Fund		177,960		6,949
Vanguard MSCI European ETF		262,060		12,875
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $79,082)				88,916
TOTAL LONG TERM INVESTMENTS—89.0%
(Identified cost $79,082)				88,916
TOTAL INVESTMENTS—89.0% (Identified Cost $79,082)				88,916	(1)
Other assets and liabilities, net—11.0%				11,002
NET ASSETS—100.0%			$	99,918

Abbreviations:

ETF Exchange-Traded Fund

SPDR S&P Depositary Receipt

FOOTNOTE LEGEND:

⁽¹⁾  Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices
Equity Securities:
Exchange-     Traded Funds	$	88,916	$	88,916
Total Investments	$	88,916	$	88,916

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

19

VIRTUS PREMIUM ALPHASECTOR^™ FUND

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
COMMON STOCKS—99.3%
Consumer Discretionary—11.5%
AbbVie, Inc.		435,640	$	17,765
Abercrombie & Fitch Co. Class A		22,475		1,038
Amazon.com, Inc.(2)		105,121		28,014
Apollo Group, Inc. Class A(2)		28,470		495
AutoNation, Inc.(2)		10,946		479
AutoZone, Inc.(2)		10,420		4,134
Bed Bath & Beyond, Inc.(2)		65,853		4,242
Best Buy Co., Inc.		76,939		1,704
BorgWarner, Inc.(2)		33,300		2,575
Cablevision Systems Corp. Class A		62,181		930
CarMax, Inc.(2)		65,918		2,749
Carnival Corp.		128,458		4,406
CBS Corp. Class B		169,147		7,897
Chipotle Mexican Grill, Inc.(2)		8,721		2,842
Coach, Inc.		81,204		4,059
Comcast Corp. Class A		763,032		32,055
Darden Restaurants, Inc.		36,586		1,891
Delphi Automotive plc(2)		84,780		3,764
DIRECTV Class A(2)		165,928		9,393
Discovery Communications, Inc. Class A(2)		70,909		5,583
Dollar General Corp.(2)		87,070		4,404
Dollar Tree, Inc.(2)		65,160		3,156
DR Horton, Inc.		80,706		1,961
Expedia, Inc.		26,491		1,590
Family Dollar Stores, Inc.		26,853		1,586
Ford Motor Co.		1,103,876		14,516
Fossil, Inc.(2)		15,040		1,453
GameStop Corp. Class A		34,553		966
Gannett Co., Inc.		66,326		1,451
Gap, Inc. (The)		85,885		3,040
Garmin Ltd.		31,060		1,026
Genuine Parts Co.		44,070		3,437
Goodyear Tire & Rubber Co. (The)(2)		70,719		892
H&R Block, Inc.		78,303		2,304
Harley-Davidson, Inc.		65,149		3,472

	SHARES		VALUE
Consumer Discretionary (continued)
Harman International Industries, Inc.		19,163	$	855
Hasbro, Inc.		32,902		1,446
Home Depot, Inc. (The)		432,899		30,208
Host Hotels & Resorts, Inc.		152,010		2,659
International Game Technology		76,802		1,267
Interpublic Group of Cos., Inc. (The)		119,732		1,560
J.C. Penney Co., Inc.(2)		40,841		617
Johnson Controls, Inc.		198,032		6,945
Kohl’s Corp.		60,675		2,799
Leggett & Platt, Inc.		40,413		1,365
Lennar Corp. Class A		47,057		1,952
Lowe’s Cos., Inc.		320,855		12,167
Ltd. Brands, Inc.		69,088		3,085
Macy’s, Inc.		114,455		4,789
Marriott International, Inc.		70,414		2,974
Mattel, Inc.		99,168		4,343
McDonald’s Corp.		290,683		28,978
McGraw-Hill Cos., Inc. (The)		58,723		3,058
Netflix, Inc.(2)		15,994		3,029
Newell Rubbermaid, Inc.		83,114		2,169
News Corp. Class A		578,142		17,645
NIKE, Inc. Class B		209,706		12,375
Nordstrom, Inc.		43,091		2,380
O’Reilly Automotive, Inc.(2)		31,770		3,258
Omnicom Group, Inc.		75,578		4,452
PetSmart, Inc.		30,580		1,899
Phillips-Van Heusen Corp.		22,230		2,374
priceline.com, Inc.(2)		14,166		9,745
PulteGroup, Inc.(2)		97,884		1,981
Ralph Lauren Corp.		17,378		2,942
Ross Stores, Inc.		64,282		3,897
Scripps Networks Interactive, Inc. Class A		24,554		1,580
Staples, Inc.		195,497		2,626
Starbucks Corp.		216,600		12,338
Starwood Hotels & Resorts Worldwide, Inc.		56,462		3,598
Target Corp.		188,425		12,898
Tiffany & Co.		33,900		2,357
Time Warner Cable, Inc.		85,432		8,207
Time Warner, Inc.		270,244		15,571
TJX Cos., Inc.		211,124		9,870
TripAdvisor, Inc.(2)		31,181		1,638

See Notes to Financial Statements

20

VIRTUS PREMIUM ALPHASECTOR^™ FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
Consumer Discretionary (continued)
Urban Outfitters, Inc.(2)		31,121	$	1,206
VF Corp.		25,162		4,221
Viacom, Inc. Class B		131,661		8,106
Walt Disney Co. (The)		521,928		29,646
Washington Post Co. (The) Class B		1,471		658
Whirlpool Corp.		22,420		2,656
Wyndham Worldwide Corp.		39,167		2,526
Wynn Resorts Ltd.		22,449		2,810
Yum! Brands, Inc.		130,284		9,373
				492,367
Consumer Staples—11.1%
Altria Group, Inc.		563,780		19,388
Archer-Daniels-Midland Co.		222,335		7,499
Avon Products, Inc.		141,630		2,936
Beam, Inc.		58,430		3,713
Brown-Forman Corp. Class B		55,482		3,961
Campbell Soup Co.		71,870		3,260
Clorox Co. (The)		47,780		4,230
Coca-Cola Co. (The)		1,225,870		49,574
Coca-Cola Enterprises, Inc.		99,120		3,660
Colgate-Palmolive Co.		141,115		16,656
ConAgra Foods, Inc.		148,920		5,333
Constellation Brands, Inc. Class A(2)		71,185		3,391
Costco Wholesale Corp.		140,890		14,950
CVS Caremark Corp.		392,860		21,603
Dean Foods Co.(2)		89,555		1,624
Dr. Pepper Snapple Group, Inc.		74,920		3,518
Estee Lauder Cos., Inc. (The) Class A		84,590		5,416
General Mills, Inc.		214,465		10,575
Heinz (H.J.) Co.		109,290		7,898
Hershey Co. (The)		53,975		4,724
Hormel Foods Corp.		59,055		2,440
J.M. Smucker Co. (The)		39,260		3,893
Kellogg Co.		88,270		5,687
Kimberly-Clark Corp.		126,519		12,396
Kraft Foods Group, Inc.		183,836		9,473
Kroger Co. (The)		181,974		6,031
Lorillard, Inc.		129,350		5,219

	SHARES		VALUE
Consumer Staples (continued)
McCormick & Co., Inc.		49,340	$	3,629
Mead Johnson Nutrition Co.		68,830		5,331
Molson Coors Brewing Co. Class B		61,435		3,006
Mondelez International, Inc.		520,305		15,927
Monster Beverage Corp.(2)		51,330		2,451
PepsiCo, Inc.		274,440		21,711
Philip Morris International, Inc.		511,234		47,397
Procter & Gamble Co. (The)		807,045		62,191
Reynolds American, Inc.		111,295		4,952
Safeway, Inc.		79,105		2,084
SYSCO Corp.		199,770		7,026
Tyson Foods, Inc. Class A		115,600		2,869
Wal-Mart Stores, Inc.		518,970		38,835
Walgreen Co.		284,920		13,585
Whole Foods Market, Inc.		59,255		5,140
				475,182
Energy—11.0%
Anadarko Petroleum Corp.		171,140		14,966
Apache Corp.		132,624		10,233
Baker Hughes, Inc.		171,920		7,979
Cabot Oil & Gas Corp.		134,000		9,060
Cameron International Corp.(2)		116,710		7,609
Chesapeake Energy Corp.		203,640		4,156
Chevron Corp.		582,660		69,232
ConocoPhillips		265,010		15,927
CONSOL Energy, Inc.		107,298		3,611
Denbury Resources, Inc.(2)		220,730		4,117
Devon Energy Corp.		141,680		7,994
Diamond Offshore Drilling, Inc.		33,090		2,302
Ensco plc Class A		68,280		4,097
EOG Resources, Inc.		97,327		12,465
EQT Corp.		43,850		2,971
Exxon Mobil Corp.		887,910		80,010
FMC Technologies, Inc.(2)		125,480		6,825
Halliburton Co.		341,080		13,783
Helmerich & Payne, Inc.		30,790		1,869
Hess Corp.		108,470		7,767
Kinder Morgan, Inc.		185,490		7,175
Marathon Oil Corp.		243,970		8,227
Marathon Petroleum Corp.		97,328		8,721

See Notes to Financial Statements

21

VIRTUS PREMIUM ALPHASECTOR^™ FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
Energy (continued)
Murphy Oil Corp.		71,980	$	4,587
Nabors Industries Ltd.		157,428		2,553
National Oilwell Varco, Inc.		159,026		11,251
Newfield Exploration Co.(2)		39,460		885
Noble Corp.		82,730		3,156
Noble Energy, Inc.		71,990		8,326
Occidental Petroleum Corp.		206,511		16,184
Peabody Energy Corp.		136,660		2,890
Phillips 66		182,485		12,768
Pioneer Natural Resources Co.		88,080		10,944
QEP Resources, Inc.		52,470		1,671
Range Resources Corp.		75,099		6,086
Rowan Cos. plc Class A(2)		98,770		3,492
Schlumberger Ltd.		407,054		30,484
Southwestern Energy Co.(2)		131,760		4,909
Spectra Energy Corp.		262,830		8,082
Tesoro Corp.		126,936		7,432
Valero Energy Corp.		226,700		10,313
Williams Cos., Inc. (The)		290,580		10,885
WPX Energy, Inc.(2)		59,510		953
				468,947
Financials—10.8%
ACE Ltd.		71,660		6,376
Aflac, Inc.		97,820		5,089
Allstate Corp. (The)		99,860		4,900
American Express Co.		202,930		13,690
American International Group, Inc.(2)		311,740		12,102
American Tower Corp.		83,440		6,418
Ameriprise Financial, Inc.		42,530		3,132
AON plc		65,170		4,008
Apartment Investment & Management Co. Class A		30,080		922
Assurant, Inc.		16,270		732
AvalonBay Communities, Inc.		23,990		3,039
Bank of America Corp.		2,284,606		27,826
Bank of New York Mellon Corp. (The)		245,650		6,876
BB&T Corp.		146,380		4,595

	SHARES		VALUE
Financials (continued)
Berkshire Hathaway, Inc. Class B(2)		385,108	$	40,128
BlackRock, Inc.		26,300		6,756
Boston Properties, Inc.		31,670		3,201
Capital One Financial Corp.		122,950		6,756
CBRE Group, Inc.(2)		63,620		1,606
Charles Schwab Corp. (The)		230,023		4,069
Chubb Corp. (The)		54,590		4,778
Cincinnati Financial Corp.		30,278		1,429
Citigroup, Inc.		641,560		28,383
CME Group, Inc.		64,200		3,941
Comerica, Inc.		39,670		1,426
Discover Financial Services		104,590		4,690
E*Trade Financial Corp.(2)		60,410		647
Equity Residential		67,001		3,689
Fifth Third Bancorp		183,000		2,985
First Horizon National Corp.		51,520		550
Franklin Resources, Inc.		28,970		4,369
Genworth Financial, Inc. Class A(2)		102,990		1,030
Goldman Sachs Group, Inc. (The)		92,390		13,595
Hartford Financial Services Group, Inc. (The)		91,277		2,355
HCP, Inc.		94,830		4,728
Health Care REIT, Inc.		54,360		3,692
Hudson City Bancorp, Inc.		99,540		860
Huntington Bancshares, Inc.		176,380		1,303
IntercontinentalExchange, Inc.(2)		15,050		2,454
Invesco Ltd.		92,240		2,671
JPMorgan Chase & Co.		810,874		38,484
KeyCorp		193,110		1,923
Kimco Realty Corp.		85,260		1,910
Legg Mason, Inc.		24,200		778
Leucadia National Corp.		61,300		1,681
Lincoln National Corp.		56,810		1,853
Loews Corp.		64,750		2,854
M&T Bank Corp.		25,410		2,621
Marsh & McLennan Cos., Inc.		115,410		4,382
MetLife, Inc.		230,920		8,780
Moody’s Corp.		40,240		2,146
Morgan Stanley		289,870		6,371

See Notes to Financial Statements

22

VIRTUS PREMIUM ALPHASECTOR^™ FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
Financials (continued)
NASDAQ OMX Group, Inc. (The)		24,140	$	780
Northern Trust Corp.		45,799		2,499
NYSE Euronext, Inc.		50,720		1,960
People’s United Financial, Inc.		70,760		951
Plum Creek Timber Co., Inc.		33,890		1,769
PNC Financial Services Group, Inc.		111,580		7,420
Principal Financial Group, Inc.		57,540		1,958
Progressive Corp. (The)		116,210		2,937
Prologis, Inc.		96,860		3,872
Prudential Financial, Inc.		97,249		5,737
Public Storage		30,220		4,603
Regions Financial Corp.		295,700		2,422
Simon Property Group, Inc.		66,240		10,503
SLM Corp.		94,890		1,943
State Street Corp.		95,590		5,648
SunTrust Banks, Inc.		112,780		3,249
T. Rowe Price Group, Inc.		54,220		4,059
Torchmark Corp.		19,530		1,168
Travelers Cos., Inc. (The)		79,800		6,718
U.S. Bancorp		398,411		13,518
Unum Group		56,210		1,588
Ventas, Inc.		61,100		4,473
Vornado Realty Trust		35,270		2,950
Wells Fargo & Co.		1,034,970		38,284
XL Group plc		61,640		1,868
Zions Bancorp		38,280		957
				459,413
Health Care—10.9%
Abbott Laboratories		366,500		12,945
Actavis, Inc.(2)		36,695		3,380
Aetna, Inc.		92,810		4,744
Agilent Technologies, Inc.		95,146		3,993
Alexion Pharmaceuticals, Inc.(2)		53,786		4,956
Allergan, Inc.		87,125		9,726
AmerisourceBergen Corp.		66,667		3,430
Amgen, Inc.		206,270		21,145
Bard (C.R.), Inc.		22,040		2,221
Baxter International, Inc.		152,510		11,078
Becton, Dickinson & Co.		55,320		5,289
Biogen Idec, Inc.(2)		66,605		12,849

	SHARES		VALUE
Health Care (continued)
Boston Scientific Corp.(2)		377,795	$	2,951
Bristol-Myers Squibb Co.		453,850		18,694
Cardinal Health, Inc.		94,898		3,950
CareFusion Corp.(2)		60,795		2,127
Celgene Corp.(2)		115,721		13,413
Cerner Corp.(2)		40,025		3,792
CIGNA Corp.		81,510		5,084
Coventry Health Care, Inc.		36,145		1,700
Covidien plc		129,500		8,785
DaVita, Inc.(2)		22,960		2,723
DENTSPLY International, Inc.		39,065		1,657
Edwards Lifesciences Corp.(2)		30,915		2,540
Eli Lilly & Co.		275,090		15,622
Express Scripts Holding Co.(2)		237,498		13,692
Forest Laboratories, Inc.(2)		65,345		2,486
Gilead Sciences, Inc.(2)		419,560		20,529
Hospira, Inc.(2)		44,855		1,473
Humana, Inc.		46,630		3,223
Intuitive Surgical, Inc.(2)		10,451		5,133
Johnson & Johnson		770,315		62,804
Laboratory Corp. of America Holdings(2)		24,920		2,248
Life Technologies Corp.(2)		47,170		3,049
McKesson Corp.		66,323		7,160
Medtronic, Inc.		280,075		13,152
Merck & Co., Inc.		832,910		36,840
Mylan, Inc.(2)		108,985		3,154
Patterson Cos., Inc.		22,420		853
PerkinElmer, Inc.		30,600		1,029
Perrigo Co.		24,040		2,854
Pfizer, Inc.		2,013,954		58,123
Quest Diagnostics, Inc.		44,295		2,500
St. Jude Medical, Inc.		79,987		3,235
Stryker Corp.		81,010		5,285
Tenet Healthcare Corp.(2)		29,705		1,413
Thermo Fisher Scientific, Inc.		98,340		7,522
UnitedHealth Group, Inc.		284,810		16,294
Varian Medical Systems, Inc.(2)		29,120		2,097
Waters Corp.(2)		22,990		2,159
WellPoint, Inc.		86,009		5,696
Zimmer Holdings, Inc.		47,590		3,580
				466,377

See Notes to Financial Statements

23

VIRTUS PREMIUM ALPHASECTOR^™ FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
Industrials—10.8%
3M Co.		205,780	$	21,876
ADT Corp. (The)		73,390		3,592
Avery Dennison Corp.		38,370		1,653
Boeing Co. (The)		224,300		19,256
Caterpillar, Inc.		220,490		19,176
Cintas Corp.		39,880		1,760
CSX Corp.		388,310		9,564
Cummins, Inc.		102,640		11,887
Danaher Corp.		205,990		12,802
Deere & Co.		137,830		11,851
Dover Corp.		66,690		4,860
Dun & Bradstreet Corp.		12,670		1,060
Eaton Corp. plc		181,760		11,133
Emerson Electric Co.		241,710		13,504
Equifax, Inc.		51,530		2,968
Expeditors International of Washington, Inc.		65,940		2,355
Fastenal Co.		84,820		4,355
FedEx Corp.		98,540		9,677
Flowserve Corp.		15,030		2,521
Fluor Corp.		74,640		4,951
General Dynamics Corp.		113,870		8,029
General Electric Co.		2,429,740		56,176
Grainger (W.W.), Inc.		24,100		5,422
Honeywell International, Inc.		260,530		19,631
Illinois Tool Works, Inc.		139,290		8,488
Ingersoll-Rand plc		86,970		4,784
Iron Mountain, Inc.		52,353		1,901
Jacobs Engineering Group, Inc.(2)		40,510		2,278
Joy Global, Inc.		32,800		1,952
L-3 Communications Holdings, Inc.		27,990		2,265
Lockheed Martin Corp.		89,840		8,671
Masco Corp.		125,280		2,537
Norfolk Southern Corp.		116,940		9,014
Northrop Grumman Corp.		80,830		5,670
PACCAR, Inc.		129,460		6,545
Pall Corp.		50,880		3,479
Parker Hannifin Corp.		59,180		5,420
PentAir, Inc.		65,010		3,429
Pitney Bowes, Inc.		72,320		1,075
Precision Castparts Corp.		45,950		8,713
Quanta Services, Inc.(2)		66,990		1,914
Raytheon Co.		112,360		6,606

	SHARES		VALUE
Industrials (continued)
Republic Services, Inc.		94,470	$	3,117
Robert Half International, Inc.		62,440		2,343
Robinson (C.H.) Worldwide, Inc.		50,230		2,987
Rockwell Automation, Inc.		57,060		4,927
Rockwell Collins, Inc.		55,700		3,516
Roper Industries, Inc.		30,480		3,880
Ryder System, Inc.		28,760		1,718
Snap-On, Inc.		17,650		1,460
Southwest Airlines Co.		251,900		3,396
Stanley Black & Decker, Inc.		50,090		4,056
Stericycle, Inc.(2)		26,520		2,816
Textron, Inc.		107,040		3,191
Tyco International Ltd.		147,080		4,706
Union Pacific Corp.		161,380		22,982
United Parcel Service, Inc. Class B		229,650		19,727
United Technologies Corp.		276,160		25,802
Waste Management, Inc.		150,220		5,890
Xylem, Inc.		58,310		1,607
				462,921
Information Technology—9.3%
Accenture plc Class A		101,090		7,680
Adobe Systems, Inc.(2)		80,430		3,499
Advanced Micro Devices, Inc.(2)		108,870		278
Akamai Technologies, Inc.(2)		31,220		1,102
Altera Corp.		53,970		1,914
Amphenol Corp. Class A		26,530		1,980
Analog Devices, Inc.		49,970		2,323
Apple, Inc.		147,370		65,230
Applied Materials, Inc.		193,190		2,604
Autodesk, Inc.(2)		37,740		1,556
Automatic Data Processing, Inc.		77,850		5,062
BMC Software, Inc.(2)		21,710		1,006
Broadcom Corp. Class A		85,310		2,958
CA, Inc.		54,900		1,382
Cisco Systems, Inc.		836,760		17,497
Citrix Systems, Inc.(2)		30,500		2,201
Cognizant Technology Solutions Corp. Class A(2)		49,110		3,762
Computer Sciences Corp.		25,160		1,239
Corning, Inc.		235,610		3,141

See Notes to Financial Statements

24

VIRTUS PREMIUM ALPHASECTOR^™ FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
Information Technology (continued)
Dell, Inc.		233,210	$	3,342
eBay, Inc.(2)		186,260		10,099
Electronic Arts, Inc.(2)		50,380		892
EMC Corp.(2)		345,560		8,255
F5 Networks, Inc.(2)		12,110		1,079
Fidelity National Information Services, Inc.		50,080		1,984
First Solar, Inc.(2)		9,270		250
Fiserv, Inc.(2)		21,960		1,929
FLIR Systems, Inc.		24,950		649
Google, Inc. Class A(2)		41,570		33,008
Harris Corp.		18,790		871
Hewlett-Packard Co.		214,520		5,114
Intel Corp.		661,840		14,461
International Business Machines Corp.		164,410		35,069
Intuit, Inc.		45,550		2,990
Jabil Circuit, Inc.		34,360		635
JDS Uniphase Corp.(2)		47,640		637
Juniper Networks, Inc.(2)		83,440		1,547
KLA-Tencor Corp.		28,150		1,485
Lam Research Corp.(2)		25,110		1,041
Linear Technology Corp.		38,960		1,495
LSI Corp.(2)		96,860		657
MasterCard, Inc. Class A		16,750		9,064
Microchip Technology, Inc.		32,510		1,195
Micron Technology, Inc.(2)		170,510		1,702
Microsoft Corp.		1,183,000		33,846
Molex, Inc.		25,050		733
Motorola Solutions, Inc.		44,010		2,818
NetApp, Inc.(2)		59,490		2,032
NVIDIA Corp.		103,490		1,327
Oracle Corp.		582,790		18,847
Paychex, Inc.		53,300		1,869
QUALCOMM, Inc.		271,250		18,160
Red Hat, Inc.(2)		32,610		1,649
SAIC, Inc.		43,840		594
Salesforce.com, Inc.(2)		22,410		4,008
SanDisk Corp.(2)		41,060		2,258
Seagate Technology plc		49,950		1,826
Symantec Corp.(2)		111,980		2,764
TE Connectivity Ltd.		65,990		2,767
Teradata Corp.(2)		28,170		1,648
Teradyne, Inc.(2)		37,290		605
Texas Instruments, Inc.		176,090		6,248

	SHARES		VALUE
Information Technology (continued)
Total System Services, Inc.		28,430	$	704
VeriSign, Inc.		25,580		1,209
Visa, Inc. Class A		80,940		13,747
Western Digital Corp.		35,480		1,784
Western Union Co. (The)		92,120		1,385
Xerox Corp.		204,860		1,762
Xilinx, Inc.		43,680		1,667
Yahoo!, Inc.(2)		155,420		3,657
				395,778
Materials—11.1%
Air Products & Chemicals, Inc.		204,088		17,780
Airgas, Inc.		68,908		6,833
Alcoa, Inc.		1,178,463		10,041
Allegheny Technologies, Inc.		111,551		3,537
Ball Corp.		150,018		7,138
Bemis Co., Inc.		106,824		4,311
CF Industries Holdings, Inc.		62,166		11,835
Cliffs Natural Resources, Inc.		188,578		3,585
Dow Chemical Co. (The)		1,167,859		37,185
Du Pont (E.I.) de Nemours & Co.		876,448		43,086
Eastman Chemical Co.		154,269		10,779
Ecolab, Inc.		257,412		20,639
FMC Corp.		137,681		7,852
Freeport-McMoRan Copper & Gold, Inc.		1,036,026		34,293
International Flavors & Fragrances, Inc.		82,980		6,362
International Paper Co.		398,850		18,578
LyondellBasell Industries N.V. Class A		368,210		23,304
MeadWestvaco Corp.		156,731		5,689
Monsanto Co.		519,562		54,881
Mosaic Co. (The)		272,087		16,219
Newmont Mining Corp.		435,776		18,255
Nucor Corp.		313,920		14,487
Owens-Illinois, Inc.(2)		170,832		4,553
PPG Industries, Inc.		140,490		18,817
Praxair, Inc.		287,218		32,036
Sealed Air Corp.		169,388		4,084
Sherwin-Williams Co. (The)		84,892		14,337

See Notes to Financial Statements

25

VIRTUS PREMIUM ALPHASECTOR^™ FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

	SHARES		VALUE
Materials (continued)
Sigma-Aldrich Corp.		119,820	$	9,308
United States Steel Corp.		177,747		3,466
Vulcan Materials Co.		131,733		6,811
Weyerhaeuser Co.		113,980		3,577
				473,658
Telecommunication Services—1.5%
AT&T, Inc.		861,770		31,618
CenturyLink, Inc.		121,230		4,259
Crown Castle International Corp.(2)		45,630		3,178
Frontier Communications Corp.		212,880		847
MetroPCS Communications, Inc.(2)		59,410		648
Sprint Nextel Corp.(2)		491,990		3,055
Verizon Communications, Inc.		418,660		20,577
Windstream Corp.		102,790		817
				64,999
Utilities—11.3%
AES Corp. (The)		575,520		7,234
AGL Resources, Inc.		115,760		4,856
Ameren Corp.		240,330		8,416
American Electric Power Co., Inc.		479,230		23,305
CenterPoint Energy, Inc.		425,940		10,206
CMS Energy Corp.		265,850		7,428
Consolidated Edison, Inc.		289,680		17,679
Dominion Resources, Inc.		566,010		32,931
DTE Energy Co.		171,310		11,707
Duke Energy Corp.		638,420		46,343
Edison International		321,400		16,173
Entergy Corp.		174,930		11,063
Exelon Corp.		839,770		28,955
FirstEnergy Corp.		449,480		18,968
Integrys Energy Group, Inc.		78,460		4,563
NextEra Energy, Inc.		416,320		32,340
NiSource, Inc.		310,440		9,108
Northeast Utilities		308,800		13,421
NRG Energy, Inc.		317,400		8,408
ONEOK, Inc.		201,300		9,596
Pepco Holdings, Inc.		229,150		4,904
PG&E Corp.		433,130		19,287
Pinnacle West Capital Corp.		110,330		6,387
PPL Corp.		574,700		17,994

	SHARES		VALUE
Utilities (continued)
Public Service Enterprise Group, Inc.		496,980	$	17,066
SCANA Corp.		130,030		6,652
Sempra Energy		223,430		17,861
Southern Co. (The)		867,650		40,710
TECO Energy, Inc.		203,980		3,635
Wisconsin Energy Corp.		224,950		9,648
XCEL Energy, Inc.		483,670		14,365
				481,209
TOTAL COMMON STOCKS (Identified Cost $3,628,006)				4,240,851
TOTAL LONG TERM INVESTMENTS—99.3%
(Identified cost $3,628,006)				4,240,851
SHORT-TERM INVESTMENTS—0.2%
Money Market Mutual Funds—0.2%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.140%)		6,814,903		6,815
TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $6,815)				6,815
TOTAL INVESTMENTS—99.5% (Identified Cost $3,634,821)				4,247,666	(1)
Other assets and liabilities, net—0.5%				21,218
NET ASSETS—100.0%			$	4,268,884

Abbreviations:

REIT Real Estate Investment Trust

FOOTNOTE LEGEND:

⁽¹⁾ Federal Income Tax Information: For tax information at March 31, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾  Non-income producing.

See Notes to Financial Statements

26

VIRTUS PREMIUM ALPHASECTOR^™ FUND

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (Unaudited)

($ reported in thousands)

The following table provides a summary of inputs used to value the Fund’s investments as of March 31, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

	Total Value at March 31, 2013		Level 1 Quoted Prices
Equity Securities:
Common Stocks	$	4,240,851	$	4,240,851
Short-Term Investments		6,815		6,815
Total Investments	$	4,247,666	$	4,247,666

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

See Notes to Financial Statements

27

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF ASSETS AND LIABILITIES

MARCH 31, 2013 (UNAUDITED)

(Reported in thousands except shares and per share amounts)

	Allocator Premium AlphaSectorTM Fund
Assets
Investment in securities at value(1)	$	419,332
Investment in affiliated funds at value(2)		—
Cash		—
Receivables
Investment securities sold		30,437
Fund shares sold		4,067
Dividends and interest receivable		300
Tax reclaims		—
Prepaid trustee retainer		3
Prepaid expenses		55
Total assets		454,194
Liabilities
Cash overdraft		—
Payables
Fund shares repurchased		1,015
Investment securities purchased		1,120
Loan payable (See Note 11)		—
Cash due to prime broker		—
Investment advisory fees		410
Distribution and service fees		159
Administration fee		48
Transfer agent fees and expenses		72
Trustees’ fee and expenses		1
Professional fees		11
Other accrued expenses		10
Total liabilities		2,846
Net Assets	$	451,348
Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	415,672
Accumulated undistributed net investment income (loss)		(160	)
Accumulated undistributed net realized gain (loss)		4,287
Net unrealized appreciation (depreciation) on investments		31,549
Net Assets	$	451,348
Class A
Net asset value (net assets/shares outstanding) per share	$	11.12
Maximum offering price per share NAV/(1-5.75%)	$	11.80
Shares of beneficial interest outstanding, no par value, unlimited authorization		7,863,105
Net Assets	$	87,464
Class B
Net asset value (net assets/shares outstanding) and offering price per share	$	—
Shares of beneficial interest outstanding, no par value, unlimited authorization		—
Net Assets	$	—
Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	11.05
Shares of beneficial interest outstanding, no par value, unlimited authorization		15,685,281
Net Assets	$	173,388
Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	11.15
Shares of beneficial interest outstanding, no par value, unlimited authorization		17,086,904
Net Assets	$	190,496
(1) Investment in unaffiliated securities at cost	$	387,783
(2) Investment in affiliated funds at cost	$	—
(3) Amount is less than $500.

See Notes to Financial Statements

28

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

MARCH 31, 2013 (UNAUDITED)

AlphaSectorTM Rotation Fund			Alternatives Diversifier Fund			Dynamic AlphaSectorTM Fund			Global Premium AlphaSectorTM Fund			Premium AlphaSectorTM Fund
$	525,695		$	67,088		$	837,935		$	88,916		$	4,247,666
	—			136,876			—			—			—
	121			—			5,074			—			1,128
	—	(3)		275			—			11,261			—
	1,816			958			11,273			619			47,509
	3			1			3			1			25
	454			46			1			—	(3)		5,937
	—			—			5			—			—
	37			25			45			41			135
	528,126			205,269			854,336			100,838			4,302,400
	—			—			—			14			—
	679			568			1,327			734			6,705
	1,110			544			12,596			—			20,539
	—			—			184,374			—			—
	—			—			3,798			—			—
	196			—			891			96			3,850
	191			58			117			33			1,086
	56			22			66			11			453
	119			66			89			17			775
	1			—	(3)		1			—	(3)		6
	12			10			12			11			17
	11			3			12			4			85
	2,375			1,271			203,283			920			33,516
$	525,751		$	203,998		$	651,053		$	99,918		$	4,268,884
$	421,368		$	264,278		$	588,146		$	87,969		$	3,662,733
	1,217			823			300			(109	)		5,352
	14,896			(84,293	)		(12,965	)		2,224			(12,046	)
	88,270			23,190			75,572			9,834			612,845
$	525,751		$	203,998		$	651,053		$	99,918		$	4,268,884
$	12.98		$	11.31		$	10.93		$	11.26		$	14.63
$	13.77		$	12.00		$	11.60		$	11.95		$	15.52
	16,329,453			5,404,924			25,175,399			3,797,591			103,285,516
$	212,000		$	61,130		$	275,277		$	42,758		$	1,510,651
$	—		$	—		$	10.21		$	—		$	—
	—			—			11,762			—			—
$	—		$	—		$	120		$	—		$	—
$	12.85		$	11.21		$	10.16		$	11.19		$	14.52
	13,911,121			4,735,342			8,152,209			2,661,123			64,835,414
$	178,780		$	53,087		$	82,813		$	29,784		$	941,421
$	12.98		$	11.31		$	11.03		$	11.28		$	14.65
	10,398,163			7,938,847			26,557,025			2,426,086			124,030,079
$	134,971		$	89,781		$	292,843		$	27,376		$	1,816,812
$	437,425		$	61,847		$	762,362		$	79,082		$	3,634,821
$	—		$	118,927		$	—		$	—		$	—

See Notes to Financial Statements

29

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF OPERATIONS

SIX MONTHS ENDED MARCH 31, 2013 (Unaudited)

(Reported in thousands)

	Allocator Premium AlphaSectorTM Fund
Investment Income
Dividends	$	4,765
Dividend income from affiliated funds		—
Foreign taxes withheld		—
Total investment income		4,765
Expenses
Investment advisory fees		2,142
Service fees, Class A		93
Distribution and service fees, Class B		—
Distribution and service fees, Class C		749
Administration fees		251
Transfer agent fee and expenses		222
Custodian fees		9
Printing fees and expenses		13
Professional fees		11
Registration fees		43
Trustees’ fee and expenses		8
Miscellaneous expenses		12
Total expenses		3,553
Dividends on short sales		—
Interest expenses		—
Less expenses reimbursed, waived and/or recaptured by investment adviser		(13	)
Net expenses		3,540
Net investment income (loss)		1,225
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on unaffiliated investments		6,762
Net realized gain (loss) on affiliated investments		—
Net realized gain (loss) on securities sold short		—
Net realized gain (loss) on foreign currency transactions		—
Capital gain distributions from underlying funds		58
Net change in unrealized appreciation (depreciation) on investments		10,911
Net change in unrealized appreciation (depreciation) on foreign currency translation		—
Net gain (loss) on investments		17,731
Net increase (decrease) in net assets resulting from operations	$	18,956

⁽¹⁾  Amount is less than $500.

See Notes to Financial Statements

30

VIRTUS OPPORTUNITIES TRUST

STATEMENTS OF OPERATIONS (Continued)

SIX MONTHS ENDED MARCH 31, 2013 (Unaudited)

AlphaSectorTM Rotation Fund			Alternatives Diversifier Fund			Dynamic AlphaSectorTM Fund			Global Premium AlphaSectorTM Fund		Premium AlphaSectorTM Fund
$	6,089		$	1		$	7,214		$	972	$	48,406
	—			3,014			—			—		—
	(21	)		—			—			—		(202	)
	6,068			3,015			7,214			972		48,204
	1,091			—			3,993			463		20,455
	250			77			220			47		1,709
	—			—			1			—		—
	806			274			244			121		4,084
	312			107			269			54		2,394
	318			144			218			55		2,161
	13			—	(1)		8			3		89
	16			8			14			3		107
	11			10			11			9		29
	35			25			56			32		104
	11			4			8			2		82
	15			7			10			4		105
	2,878			656			5,052			793		31,319
	—			—			311			—		—
	—			—			360			—		—
	(11	)		(75	)		(280	)		6		—
	2,867			581			5,443			799		31,319
	3,201			2,434			1,771			173		16,885
	21,434			(510	)		(4,320	)		3,227		31,548
	—			3,598			—			—		—
	—			—			(2,735	)		—		—
	—			—			—	(1)		—		—
	—			3			—			—		—
	28,164			193			61,572			3,499		301,446
	—			—			—	(1)		—		—
	49,598			3,284			54,517			6,726		332,994
	$52,799		$	5,718		$	56,288		$	6,899	$	349,879

See Notes to Financial Statements

31

VIRTUS OPPORTUNITIES TRUST

STATEMENT OF CHANGES IN NET ASSETS

($ reported in thousands)

	Allocator Premium AlphaSectorTM Fund
	Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	1,225		$	1,298
Net realized gain (loss)		6,820			(104	)
Net change in unrealized appreciation (depreciation)		10,911			21,039
Increase (decrease) in net assets resulting from operations		18,956			22,233
From Distributions to Shareholders
Net investment income, Class A		(340	)		(322	)
Net investment income, Class C		(198	)		(284	)
Net investment income, Class I		(901	)		(778	)
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		—			—
Net realized long-term gains, Class B		—			—
Net realized long-term gains, Class C		—			—
Net realized long-term gains, Class I		—			—
Decrease in net assets from distributions to shareholders		(1,439	)		(1,384	)
From Share Transactions (See Note 5)
Change in net assets from share transactions, Class A		17,950			49,957
Change in net assets from share transactions, Class C		35,308			90,479
Change in net assets from share transactions, Class I		36,487			119,048
Increase (decrease) in net assets from share transactions		89,745			259,484
Net increase (decrease) in net assets		107,262			280,333
Net Assets
Beginning of fiscal year		344,086			63,753
End of fiscal year	$	451,348		$	344,086
Accumulated undistributed net investment income (loss) at end of fiscal year	$	(160	)	$	54

⁽¹⁾  Amount is less than $500.

See Notes to Financial Statements

32

VIRTUS OPPORTUNITIES TRUST

STATEMENT OF CHANGES IN NET ASSETS (Continued)

AlphaSectorTM Rotation Fund						Alternatives Diversifier Fund
Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012			Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012
$	3,201		$	4,824		$	2,434		$	1,282
	21,434			17,276			3,091			(1,974	)
	28,164			49,879			193			25,432
	52,799			71,979			5,718			24,740
	(1,626	)		(2,025	)		(1,146	)		(432	)
	(727	)		(477	)		(471	)		—
	(1,172	)		(1,415	)		(811	)		(356	)
	(6,055	)		—			—			—
	(4,881	)		—			—			—
	(3,799	)		—			—			—
	(193	)		(3,678	)		—			—
	—			—			—			—
	(156	)		(2,930	)		—			—
	(121	)		(2,065	)		—			—
	(18,730	)		(12,590	)		(2,428	)		(788	)
	(1,219	)		(10,816	)		(5,501	)		(23,700	)
	9,920			(7,053	)		(5,636	)		(17,771	)
	4,054			22,396			51,456			(4,101	)
	12,755			4,527			40,319			(45,572	)
	46,824			63,916			43,609			(21,620	)
	478,927			415,011			160,389			182,009
$	525,751			$478,927		$	203,998		$	160,389
$	1,217		$	1,541		$	823		$	817

See Notes to Financial Statements

33

VIRTUS OPPORTUNITIES TRUST

STATEMENT OF CHANGES IN NET ASSETS (Continued)

($ reported in thousands)

	Dynamic AlphaSectorTM Fund
	Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	1,771		$	435
Net realized gain (loss)		(7,055	)		(1,637	)
Net change in unrealized appreciation (depreciation)		61,572			13,842
Increase (decrease) in net assets resulting from operations		56,288			12,640
From Distributions to Shareholders
Net investment income, Class A		(801	)		—
Net investment income, Class C		(117	)		—
Net investment income, Class I		(989	)		—
Net realized short-term gains, Class A		—			—
Net realized short-term gains, Class C		—			—
Net realized short-term gains, Class I		—			—
Decrease in net assets from distributions to shareholders		(1,907	)		—
From Share Transactions (See Note 5)
Change in net assets from share transactions, Class A		142,387			97,804
Change in net assets from share transactions, Class B		(43	)		(123	)
Change in net assets from share transactions, Class C		49,256			23,714
Change in net assets from share transactions, Class I		155,726			78,130
Increase (decrease) in net assets from share transactions		347,326			199,525
Net increase (decrease) in net assets		401,707			212,165
Net Assets
Beginning of fiscal year		249,346			37,181
End of fiscal year	$	651,053		$	249,346
Accumulated undistributed net investment income (loss) at end of fiscal year	$	300		$	436

⁽¹⁾  Amount is less than $500.

See Notes to Financial Statements

34

VIRTUS OPPORTUNITIES TRUST

STATEMENT OF CHANGES IN NET ASSETS (Continued)

Global Premium AlphaSector™ Fund						Premium AlphaSector™ Fund
Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012			Six Months Ended March 31, 2013 (Unaudited)			Year Ended September 30, 2012
$	173		$	435		$	16,885		$	22,858
	3,227			562			31,548			104,369
	3,499			6,545			301,446			301,805
	6,899			7,542			349,879			429,032
	(217	)		(101	)		(6,919	)		(8,316	)
	(41	)		(26	)		(1,256	)		(520	)
	(126	)		(241	)		(9,332	)		(11,441	)
	(138	)		—			—			—
	(79	)		—			—			—
	(69	)		—			—			—
	(670	)		(368	)		(17,507	)		(20,277	)
	12,077			20,024			66,806			207,329
	—			—			—			—
	7,068			14,429			100,417			224,349
	6,682			6,318			199,536			558,672
	25,827			40,771			366,759			990,350
	32,056			47,945			699,131			1,399,105
	67,862			19,917			3,569,753			2,170,648
$	99,918		$	67,862		$	4,268,884		$	3,569,753
$	(109	)	$	102		$	5,352		$	5,974

See Notes to Financial Statements

35

VIRTUS DYNAMIC ALPHASECTOR^TM FUND

STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED MARCH 31, 2013

Cash Flows Provided by Operating Activities
Net increase (decrease) in net assets from operations	$	56,288
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
Proceeds from sales of long-term investments		418,449
Purchase of long-term investments		(876,221	)
Net proceeds from sales of short-term securities		3,743
Proceeds from securities sold short		84,963
Purchases to cover short positions		(82,227	)
Net change in unrealized (appreciation)/depreciation		(61,572	)
Net realized loss from sales of long-term investments		7,055
Decrease in dividends receivable		1,703
Decrease in tax reclaim receivables		6
Decrease in prepaid expenses		2
Increase in investment advisory fees payable		563
Increase in other affiliates payable		171
Increase in Trustees’ fees payable		1
Decrease in other accrued expenses payable		(23	)
Cash provided by operating activities		(447,099	)
Cash used for financing activities:
Cash receipts from borrowings		109,805
Proceeds from shares sold		381,300
Shares redeemed		(38,555	)
Cash dividends paid to shareholders		(378	)
Cash used for financing activities		452,172
Cash impact from foreign exchange fluctuations		1
Net increase in cash		5,074
Cash:
Cash and foreign currency at beginning of period		—
Cash and foreign currency at end of period	$	5,074
Cash flow information:
Reinvestment of dividends and distributions	$	1,528
Cash paid for interest		360

⁽¹⁾  Amount less than $500.

See Notes to Financial Statements

36

VIRTUS OPPORTUNITIES TRUST

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)(2)			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 (In thousands)		Ratio of Net Operating Expenses to Average Net Assets(8)			Ratio of Gross Expenses to Average Net Assets (before waivers and reimbursements)(8)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Allocator Premium AlphaSector™ Fund
Class A
10/1/12 to 3/31/13(12)		$	10.67		0.04			0.46			0.50			(0.05	)		—		(0.05	)		0.45			$	11.12		4.70	%(4)		$87,464		1.64	%(3)(14)		1.64	%(3)		0.81	%(3)		139	%(4)
10/1/11 to 9/30/12			9.69		0.09			0.98			1.07			(0.09	)		—		(0.09	)		0.98				10.67		11.08			66,122		1.73			1.70			0.84			211
3/15/11(6) to 9/30/11			10.00		0.07			(0.38	)		(0.31	)		—			—		—			(0.31	)			9.69		(3.10	)(4)		12,232		1.75	(3)		2.17	(3)		1.35	(3)		153	(4)
Class C
10/1/12 to 3/31/13(12)		$	10.60		—	(5)		0.46			0.46			(0.01	)		—		(0.01	)		0.45			$	11.05		4.38	%(4)		$173,388		2.37	%(3)(14)		2.39	%(3)		0.08	%(3)		139	%(4)
10/1/11 to 9/30/12			9.66		0.02			0.96			0.98			(0.04	)		—		(0.04	)		0.94				10.60		10.13			131,330		2.45			2.45			0.16			211
3/15/11(6) to 9/30/11			10.00		0.02			(0.36	)		(0.34	)		—			—		—			(0.34	)			9.66		(3.40	)(4)		32,390		2.50	(3)		2.85	(3)		0.43	(3)		153	(4)
Class I
10/1/12 to 3/31/13(12)		$	10.69		0.06			0.46			0.52			(0.06	)		—		(0.06	)		0.46			$	11.15		4.90	%(4)		$190,496		1.39	%(3)(14)		1.39	%(3)		1.04	%(3)		139	%(4)
10/1/11 to 9/30/12			9.71		0.12			0.96			1.08			(0.10	)		—		(0.10	)		0.98				10.69		11.24			146,634		1.49			1.46			1.17			211
3/15/11(6) to 9/30/11			10.00		0.10			(0.39	)		(0.29	)		—			—		—			(0.29	)			9.71		(2.90	)(4)		19,131		1.50	(3)		2.01	(3)		1.82	(3)		153	(4)

See Notes to Financial Statements

37

VIRTUS OPPORTUNITIES TRUST

FINANCIAL HIGHLIGHTS (Continued)

SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING

THROUGHOUT EACH PERIOD

	Net Asset Value, Beginning of Period			Net Investment Income (Loss)(2)		Capital Gains Distributions Received from Affiliated Funds(2)		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 (In thousands)			Ratio of Net Operating Expenses to Average Net Assets(8)			Ratio of Gross Expenses to Average Net Assets (before waivers and reimbursements)(8)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
AlphaSector™ Rotation Fund
Class A
10/1/12 to 3/31/13(12)		$	12.15		0.09		—		1.23			1.32			(0.10	)		(0.39	)		(0.49	)		0.83			$	12.98		11.38	%(4)		$	212,000		1.00	%(3)		1.00	%(3)		1.50	%(3)		73	%(4)
10/1/11 to 9/30/12			10.67		0.14		—		1.68			1.82			(0.12	)		(0.22	)		(0.34	)		1.48				12.15		17.51				199,268		1.02			1.02			1.22			190
10/1/10 to 9/30/11			10.18		0.11		—		0.54			0.65			(0.16	)		—			(0.16	)		0.49				10.67		6.20				184,613		1.04			1.04			0.97			134
10/1/09 to 9/30/10			9.34		0.14		—		0.76			0.90			(0.06	)		—			(0.06	)		0.84				10.18		9.63				192,375		1.06			1.06			1.41			245
10/1/08 to 9/30/09			9.95		0.15		—		(0.48	)		(0.33	)		(0.15	)		(0.13	)		(0.28	)		(0.61	)			9.34		(2.81	)			37,722		0.64			0.64			1.80			131
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	)			9.95		(19.66	)			41,396		0.21	(7)		0.45			1.57			23
Class C
10/1/12 to 3/31/13(12)		$	12.03		0.05		—		1.22			1.27			(0.06	)		(0.39	)		(0.45	)		0.82			$	12.85		10.98	%(4)		$	178,780		1.74	%(3)		1.75	%(3)		0.77	%(3)		73	%(4)
10/1/11 to 9/30/12			10.56		0.06		—		1.67			1.73			(0.04	)		(0.22	)		(0.26	)		1.47				12.03		16.60				157,461		1.75			1.77			0.53			190
10/1/10 to 9/30/11			10.09		0.04		—		0.52			0.56			(0.09	)		—			(0.09	)		0.47				10.56		5.49				144,813		1.71			1.79			0.33			134
10/1/09 to 9/30/10			9.29		0.07		—		0.75			0.82			(0.02	)		—			(0.02	)		0.80				10.09		8.79				133,453		1.81			1.81			0.68			245
10/1/08 to 9/30/09			9.88		0.08		—		(0.45	)		(0.37	)		(0.09	)		(0.13	)		(0.22	)		(0.59	)			9.29		(3.41	)			40,118		1.38			1.38			1.03			131
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	)			9.88		(20.35	)			50,007		0.96	(7)		1.20			0.81			23
Class I
10/1/12 to 3/31/13(12)		$	12.15		0.11		—		1.23			1.34			(0.12	)		(0.39	)		(0.51	)		0.83			$	12.98		11.53	%(4)		$	134,971		0.75	%(3)		0.75	%(3)		1.75	%(3)		73	%(4)
10/1/11 to 9/30/12			10.67		0.17		—		1.68			1.85			(0.15	)		(0.22	)		(0.37	)		1.48				12.15		17.71				122,198		0.77			0.77			1.53			190
10/1/10 to 9/30/11			10.18		0.14		—		0.54			0.68			(0.19	)		—			(0.19	)		0.49				10.67		6.56				85,585		0.82			0.82			1.26			134
10/1/09(6) to 9/30/10			9.11		0.20		—		0.94			1.14			(0.07	)		—			(0.07	)		1.07				10.18		12.63	(4)			112,132		0.83	(3)		0.83	(3)		2.04	(3)		245

See Notes to Financial Statements

38

VIRTUS OPPORTUNITIES TRUST

FINANCIAL HIGHLIGHTS (Continued)

SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING

THROUGHOUT EACH PERIOD

	Net Asset Value, Beginning of Period			Net Investment Income (Loss)(2)		Capital Gains Distributions Received from Affiliated Funds(2)		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 (in thousands)			Ratio of Net Operating Expenses to Average Net Assets(8)			Ratio of Gross Expenses to Average Net Assets (before waivers and reimbursements)(8)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover
Alternatives Diversifier Fund
Class A
10/1/12 to 3/31/13(12)		$	11.10		0.18		—		0.24			0.42			(0.21	)		—		(0.21	)		0.21			$	11.31		3.85	%(4)		$	61,130		0.52	%(3)(7)		0.62	%(3)		3.28	%(3)		15	%(4)
10/1/11 to
9/30/12			9.68		0.10		—		1.38			1.48			(0.06	)		—		(0.06	)		1.42				11.10		15.37				65,463		0.45			0.65			0.95			29
10/1/10 to
9/30/11(11)			10.05		0.21		0.07		(0.49	)		(0.21	)		(0.16	)		—		(0.16	)		(0.37	)			9.68		(2.12	)			79,103		0.45			0.65			1.96			18
10/1/09 to
9/30/10			9.43		0.18		0.02		0.64			0.84			(0.22	)		—		(0.22	)		0.62				10.05		8.91				115,081		0.45			0.75			1.87			4
10/1/08 to
9/30/09			10.62		0.13		0.01		(1.22	)		(1.08	)		(0.11	)		—		(0.11	)		(1.19	)			9.43		(10.00	)			167,472		0.29			0.58			1.62			20
10/1/07 to
9/30/08			11.80		0.10		0.11		(1.25	)		(1.04	)		(0.14	)		—		(0.14	)		(1.18	)			10.62		(8.94	)			267,294		0.31			0.52			0.89			32
Class C
10/1/12 to 3/31/13(12)		$	10.93		0.14		—		0.24			0.38			(0.10	)		—		(0.10	)		0.28			$	11.21		3.46	%(4)		$	53,087		1.27	%(3)(7)		1.37	%(3)		2.55	%(3)		15	%(4)
10/1/11 to
9/30/12			9.55		0.02		—		1.36			1.38			—			—		—			1.38				10.93		14.45				57,336		1.20			1.40			0.20			29
10/1/10 to
9/30/11(11)			9.95		0.13		0.07		(0.48	)		(0.28	)		(0.12	)		—		(0.12	)		(0.40	)			9.55		(2.82	)			66,411		1.20			1.40			1.20			18
10/1/09 to
9/30/10			9.34		0.10		0.02		0.64			0.76			(0.15	)		—		(0.15	)		0.61				9.95		8.06				85,330		1.20			1.50			1.07			4
10/1/08 to
9/30/09			10.50		0.07		0.01		(1.19	)		(1.11	)		(0.05	)		—		(0.05	)		(1.16	)			9.34		(10.55	)			101,083		1.04			1.33			0.91			20
10/1/07 to
9/30/08			11.70		0.02		0.12		(1.27	)		(1.13	)		(0.07	)		—		(0.07	)		(1.20	)			10.50		(9.71	)			137,964		1.06			1.27			0.14			32
Class I
10/1/12 to 3/31/13(12)		$	11.12		0.16		—		0.28			0.44			(0.25	)		—		(0.25	)		0.19			$	11.31		4.03	%(4)		$	89,781		0.29	%(3)(7)		0.36	%(3)		2.92	%(3)		15	%(4)
10/1/11 to
9/30/12			9.70		0.13		—		1.38			1.51			(0.09	)		—		(0.09	)		1.42				11.12		15.63				37,590		0.20			0.40			1.21			29
10/1/10 to
9/30/11(11)			10.06		0.23		0.06		(0.48	)		(0.19	)		(0.17	)		—		(0.17	)		(0.36	)			9.70		(1.89	)			36,495		0.20			0.39			2.16			18
10/1/09(6) to
9/30/10			9.27		0.18		0.01		0.84			1.03			(0.24	)		—		(0.24	)		0.79				10.06		11.11	(4)			31,732		0.20	(3)		0.51	(3)		1.83	(3)		4

See Notes to Financial Statements

39

VIRTUS OPPORTUNITIES TRUST

FINANCIAL HIGHLIGHTS (Continued)

SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING

THROUGHOUT EACH PERIOD

	Net Asset Value, Beginning of Period			Net Investment Income (Loss)(2)			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 (in thousands)			Ratio of Expenses (including dividends and interest on short sales after expense waivers and reimbursements) to Average Net Assets(8)			Ratio of Expenses (including dividends and interest on short sales before expense waivers and reimbursements) to Average Net Assets(8)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Dynamic AlphaSector™ Fund
Class A
10/1/12 to 3/31/13(12)		$	9.90		0.04			1.04			1.08			(0.05	)		—			(0.05	)		1.03			$	10.93		10.94	%(4)		$	275,277		2.64	%(3)(9)		2.77	%(3)		0.87	%(3)		90	%(4)
10/1/11 to 9/30/12			9.09		0.08			0.73			0.81			—			—			—			0.81				9.90		8.91				109,724		2.78	(9)		3.06			0.86			165
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		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		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		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		3.49			3.84			(0.85	)		285
Class B
10/1/12 to 3/31/13(12)		$	9.24		(0.02	)		0.99			0.97			—			—			—			0.97			$	10.21		10.50	%(4)		$	120		3.38	%(3)(9)		3.51	%(3)		(0.45	)%(3)		90	%(4)
10/1/11 to 9/30/12			8.54		(0.19	)		0.89			0.70			—			—			—			0.70				9.24		8.20				150		4.23	(9)		4.81			(2.19	)		165
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		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		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		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		4.19			4.55			(1.19	)		285
Class C
10/1/12 to 3/31/13(12)		$	9.21		0.01			0.96			0.97			(0.02	)		—			(0.02	)		0.95			$	10.16		10.60	%(4)		$	82,813		3.38	%(3)(9)		3.52	%(3)		0.21	%(3)		90	%(4)
10/1/11 to 9/30/12			8.52		0.01			0.68			0.69			—			—			—			0.69				9.21		8.10				27,123		3.61	(9)		3.91			0.12			165
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		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		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		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		4.19			4.55			(1.21	)		285
Class I
10/1/12 to 3/31/13(12)		$	9.98		0.05			1.06			1.11			(0.06	)		—			(0.06	)		1.05			$	11.03		11.16	%(4)		$	292,843		2.38	%(3)(9)		2.51	%(3)		0.99	%(3)		90	%(4)
10/1/11 to 9/30/12			9.12		0.05			0.81			0.86			—			—			—			0.86				9.98		9.43				112,349		2.78	(9)		3.06			0.49			165
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		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		3.69	(3)(7)		3.97	(3)		(2.20	)(3)		155

See Notes to Financial Statements

40

VIRTUS OPPORTUNITIES TRUST

FINANCIAL HIGHLIGHTS (Continued)

SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING

THROUGHOUT EACH PERIOD

	Net Asset Value, Beginning of Period			Net Investment Income (Loss)(2)			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 (In thousands)			Ratio of Net Operating Expenses to Average Net Assets(8)			Ratio of Gross Expenses to Average Net Assets (before waivers and reimbursements)(8)			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Global Premium AlphaSector™ Fund
Class A
10/1/12 to 3/31/13(12)		$	10.56		0.03			0.77			0.80			(0.06	)		(0.04	)		(0.10	)		0.70			$	11.26		7.55	%(4)		$	42,758		1.75	%(3)(10)		—	%(3)(13)		0.57	%(3)		131	%(4)
10/1/11 to 9/30/12			9.42		0.08			1.12			1.20			(0.06	)		—			(0.06	)		1.14				10.56		12.75				27,699		1.75			1.78			0.83			258
3/15/11(6) to 9/30/11			10.00		0.07			(0.63	)		(0.56	)		(0.02	)		—			(0.02	)		(0.58	)			9.42		(5.62	)(4)			5,467		1.75	(3)		2.88	(3)		1.23	(3)		199	(4)
Class C
10/1/12 to 3/31/13(12)		$	10.50		(0.01	)		0.76			0.75			(0.02	)		(0.04	)		(0.06	)		0.69			$	11.19		7.12	%(4)		$	29,784		2.51	%(3)(10)		—	%(3)(13)		(0.19	)%(3)		131	%(4)
10/1/11 to 9/30/12			9.40		—	(5)		1.12			1.12			(0.02	)		—			(0.02	)		1.10				10.50		12.04				21,051		2.50			2.53			0.01			258
3/15/11(6) to 9/30/11			10.00		0.01			(0.61	)		(0.60	)		—	(5)		—			—			(0.60	)			9.40		(6.09	)(4)			4,885		2.50	(3)		3.81	(3)		0.17	(3)		199	(4)
Class I
10/1/12 to 3/31/13(12)		$	10.58		0.04			0.76			0.80			(0.06	)		(0.04	)		(0.10	)		0.70			$	11.28		7.63	%(4)		$	27,376		1.50	%(3)(10)		—	%(3)(13)		0.80	%(3)		131	%(4)
10/1/11 to 9/30/12			9.42		0.09			1.14			1.23			(0.07	)		—			(0.07	)		1.16				10.58		13.15				19,112		1.50			1.52			0.90			258
3/15/11(6) to 9/30/11			10.00		0.07			(0.63	)		(0.56	)		(0.02	)		—			(0.02	)		(0.58	)			9.42		(5.59	)(4)			9,565		1.50	(3)		2.85	(3)		1.37	(3)		199	(4)
Premium
AlphaSector™ Fund
Class A
10/1/12 to 3/31/13(12)		$	13.43		0.07			1.20			1.27			(0.07	)		—			(0.07	)		1.20			$	14.63		9.51	%(4)		$	1,510,651		1.62	%(3)(14)		1.62	%(3)		0.97	%(3)		96	%(4)
10/1/11 to
9/30/12			11.69		0.10			1.73			1.83			(0.09	)		—			(0.09	)		1.74				13.43		15.74				1,323,109		1.64			1.64			0.80			297
10/1/10 to
9/30/11			11.17		0.10			0.52			0.62			(0.08	)		(0.02	)		(0.10	)		0.52				11.69		5.47				958,603		1.67	(10)		1.67			0.80			247
7/1/10(6) to
9/30/10			10.00		0.12			1.05			1.17			—			—			—			1.17				11.17		11.70	(4)			88,916		1.70	(3)		1.83	(3)		4.64	(3)		47	(4)
Class C
10/1/12 to 3/31/13(12)		$	13.34		0.01			1.19			1.20			(0.02	)		—			(0.02	)		1.18			$	14.52		9.02	%(4)		$	941,421		2.37	%(3)(14)		2.37	%(3)		0.22	%(3)		96	%(4)
10/1/11 to
9/30/12			11.62		0.01			1.72			1.73			(0.01	)		—			(0.01	)		1.72				13.34		14.91				767,602		2.38			2.39			0.09			297
10/1/10 to
9/30/11			11.15		0.02			0.51			0.53			(0.04	)		(0.02	)		(0.06	)		0.47				11.62		4.68				457,630		2.38	(10)		2.42			0.13			247
7/1/10(6) to
9/30/10			10.00		0.09			1.06			1.15			—			—			—			1.15				11.15		11.50	(4)			29,864		2.45	(3)		2.67	(3)		3.51	(3)		47	(4)
Class I
10/1/12 to 3/31/13(12)		$	13.45		0.08			1.21			1.29			(0.09	)		—			(0.09	)		1.20			$	14.65		9.63	%(4)		$	1,816,812		1.37	%(3)(14)		1.37	%(3)		1.22	%(3)		96	%(4)
10/1/11 to
9/30/12			11.71		0.14			1.72			1.86			(0.12	)		—			(0.12	)		1.74				13.45		15.98				1,479,042		1.39			1.39			1.10			297
10/1/10 to
9/30/11			11.17		0.14			0.52			0.66			(0.10	)		(0.02	)		(0.12	)		0.54				11.71		5.78				754,415		1.42	(10)		1.42			1.09			247
7/1/10(6) to
9/30/10			10.00		0.11			1.06			1.17			—			—			—			1.17				11.17		11.70	(4)			24,549		1.45	(3)		1.75	(3)		4.02	(3)		47	(4)

See Notes to Financial Statements

41

VIRTUS OPPORTUNITIES TRUST

FINANCIAL HIGHLIGHTS (Continued)

SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING

THROUGHOUT EACH PERIOD

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⁾  The expense ratio of interest and dividends’ on short sales for all classes is as follows:

10/1/12 to 3/31/13	0.32	%
10/1/11 to 9/30/12	0.63	%

If interest and dividends were excluded the ratio would be lower.

⁽¹⁰⁾  See Note 3C in the Notes to Financial Statements for information on recapture of expense previously waived.

⁽¹¹⁾  Effective December 1, 2010, the Adviser has discontinued charging an advisory fee.

⁽¹²⁾  Unaudited

⁽¹³⁾  Prior to recapture of expenses previously waived, the gross ratio was 1.74%, 2.49%, and 1.49% for Class A, Class C, and Class I, respectively

⁽¹⁴⁾  The Fund is currently under its expense limitation.

See Notes to Financial Statements

42

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013 (Unaudited)

Note 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, 30 funds are offered for sale, of which six (each a “Fund”) are reported in this semiannual report.

Each Fund is diversified and has a distinct investment objective. The Funds have the following investment objectives:

Fund	Investment Objective
Allocator Premium AlphaSector™ Fund	Capital appreciation.
AlphaSector™ Rotation Fund	Long-term capital appreciation.
Dynamic AlphaSector™ Fund	Long-term capital appreciation.
Global Premium AlphaSector™ Fund	Capital appreciation.
Premium AlphaSector™ Fund	Long-term capital appreciation.
Alternatives Diversifier Fund	Long-term capital appreciation.

There is no guarantee that a Fund will achieve its objective.

All of the Funds offer Class A shares, Class C shares, and 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 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 the 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 Dynamic AlphaSector Fund) CDSC, applicable if redeemed within one year of purchase. Class I shares are sold without a front-end sales charge or CDSC.

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 Rule 12b-1 and/or shareholder servicing plan (“12b-1 plan”) and has exclusive voting rights with respect to such plans. 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.

43

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NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

Note 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 each Fund, which include, nightly price variance, as well as back-testing such as bi-weekly unchanged price, monthly secondary source and transaction analysis, have been approved by the Board of Trustees (the “Board” or the “Trustees”). All internally fair valued securities are approved by a valuation committee appointed by the Board. The valuation committee is comprised of the treasurer, assistant treasurer, and two other appropriate investment professionals of the Virtus Product Management team who previously have been identified to the Board. All internally fair valued securities are updated daily and reviewed in detail by the valuation committee monthly unless changes occur within the period. The valuation committee reviews the validity of the model inputs and any changes to the model. Fair valuations are ratified by the Board of Directors at least quarterly.

Each 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 a 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 non-U.S. 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 non-U.S. markets close (where the security is principally traded) and the time that a Fund calculates its net asset value (“NAV”) (generally, 4 p.m. Eastern time the close of the New York Stock

44

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

Exchange (“NYSE”)) that may impact the value of securities traded in these non-U.S. markets. In such cases the Funds fair value non-U.S. securities using an independent pricing service which considers the correlation of the trading patterns of the non-U.S. 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 non-U.S. 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 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 NAV determined as of the close of regular trading on the NYSE each business day and are categorized as Level 1 in the hierarchy.

A summary of the inputs used to value the Funds’ net assets 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 Investment Income

Security transactions are recorded on the trade date. Realized gains and losses from sales of securities are determined on the identified cost basis. Dividend income is recognized on the ex-dividend date, or in the case of certain foreign securities, as soon as a Fund is notified. Interest income is recorded on the accrual basis. Each Fund amortizes premiums and accretes discounts using the effective interest method.

C. Income Taxes

Each Fund is treated as a separate taxable entity. It is the intention 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.

45

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

Certain Funds 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 Funds has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. As of March 31, 2013, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the year 2009 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 together by a Fund and other affiliated mutual funds are allocated in proportion to the net assets of each such 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 a Fund bears directly, the shareholders of the Funds indirectly bear the pro-rata expenses of any underlying mutual funds in which the Fund invests.

F. Foreign Currency Translation

Non U.S. investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at 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 non-U.S. 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 Funds do not isolate that portion of the results of operations arising from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

G. Short Sales

($ reported in thousands)

Certain Funds may sell securities short. A short sale is a transaction in which a Fund sells a security it does not own in anticipation of a decline in market price. To sell a security short, a Fund must borrow the security. The Fund’s obligation to replace the

46

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

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.

In accordance with the terms of its prime brokerage agreement, the Dynamic AlphaSector^™ 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 six-months ended March 31, 2013, the Fund had net charges of $35 on borrowed securities. Such amounts are included in interest expense in the Statement of Operations.

At March 31, 2013 the Dynamic AlphaSector^™ Fund did not hold any securities sold short.

Note 3. Investment Advisory Fee and Related Party Transactions

($ reported in thousands except as noted)

A. Adviser

Virtus Investment Advisers, Inc. (the “Adviser”), an indirect wholly-owned

subsidiary of Virtus Investment Partners, Inc. (“Virtus”), is the Adviser to the Trust. The Adviser manages the Funds’ investment programs and general operations of the Funds, including oversight of the Funds’ subadvisers.

As compensation for its services to the Funds, the Adviser is entitled to a fee based upon the following annual rates as a percentage of the average daily net assets of the following Funds:

	1st $2 Billion			$2 + Billion – $4 Billion			$4 + Billion
Allocator Premium AlphaSector™ Fund		1.10	%		1.05	%		1.00	%
Global Premium AlphaSector™ Fund		1.10			1.05			1.00

	1st $1 Billion			$1 + Billion
AlphaSector™ Rotation Fund		0.45	%		0.40	%
Dynamic AlphaSector™ Fund**		1.50			1.40

Premium AlphaSector^™ Fund – 1.10% of the average daily net assets.

Alternatives Diversifier Fund – the Adviser has discontinued charging an advisory fee.

** The advisory fee is calculated based on average daily managed assets. Beginning February 6, 2013, the advisory fee for this Fund will be subject to a performance adjustment, which may increase or decrease the advisory fee based upon how well the Fund has performed relative to the S&P 500^® Index. For the six months ended March 31, 2013, there was no performance fee adjustment.

47

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

B. Subadvisers

The Subadvisers manage the investments of each Fund for which they are paid a fee by the Adviser. A list of the Subadvisers and the Fund(s) they serve is as follows:

Fund	Subadviser(s)
Allocator Premium AlphaSector™ Fund	FSIA(1)(3), Euclid(4)
AlphaSector™ Rotation Fund	FSIA(1)(3), Euclid(4)
Alternatives Diversifier Fund	Euclid(4)
Dynamic AlphaSector™ Fund	FSAA(2)(3), Euclid(4)
Global Premium AlphaSector™ Fund	FSIA(1)(3), Euclid(4)
Premium AlphaSector™ Fund	FSIA(1)(3), Euclid(4)

⁽¹⁾  F-Squared Institutional Advisors, LLC (“FSIA”)

⁽²⁾  F-Squared Alternative Advisors LLC (“FSAA”)

⁽³⁾  FSIA or FSAA (collectively “F-Squared”) provides Euclid with a model portfolio. Final allocations and trading for each Fund are conducted by Euclid based on F-Squared’s recommendations.

⁽⁴⁾  Euclid Advisors, LLC, (“Euclid”) an indirect wholly-owned subsidiary of Virtus.

C. Expense Limits and Fee Waivers

The Adviser has voluntarily agreed to limit certain Funds’ total operating expenses (excluding interest, taxes, extraordinary expenses and acquired funds fees and expenses, if any), so that such expenses do not exceed the percentages of the Fund’s average daily net asset values as listed below. The Adviser may discontinue these voluntary expense caps at any time.

	Class A			Class C			Class I
Allocator Premium AlphaSector™ Fund		1.75	%		2.50	%		1.50	%
Alternatives Diversifier Fund(1)		0.00			0.00			0.00
Global Premium AlphaSector™ Fund		1.75			2.50			1.50
Premium AlphaSector™ Fund		1.70			2.45			1.45

⁽¹⁾  For the period October 1, 2012 to December 31, 2012, the Adviser agreed to limit total operating expenses of the Alternatives Diversifier Fund so that such expense did not exceed 0.20% (excluding 12b-1 fees and/or shareholder servicing fees) for Class A, Class C, and Class I. Effective January 1, 2013 the Advisor discontinued this expense limitation.

As of February 6, 2012, the adviser has voluntarily agreed to limit the “other expenses” of the Dynamic AlphaSector^TM Fund, so that such expenses do not exceed 0.15% of such Fund’s average daily net asset value. For purposes of this arrangement “other expenses” are all expenses necessary or appropriate for the operation of the Fund, excluding the Adviser’s investment advisory or management fee, Rule 12b-1 fees and/or shareholder servicing fees, front-end or contingent deferred loads, taxes, interest, brokerage commissions, prime brokerage interest expenses, dividends on short sales, expenses incurred in connection with any merger or reorganization, extraordinary expenses, and acquired fund fees and expenses. The Adviser may discontinue this expense cap at any time.

For certain Funds the Adviser may recapture operating expenses waived or reimbursed, within three fiscal years following the end of the fiscal year in which such

48

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

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 or, if none, the expense limitation in effect at the time of the waiver or reimbursement. All or a portion of the following Adviser-reimbursed expenses ($ reported in thousands) may be recaptured by the fiscal year ending:

	Expiration Date
	2013		2014		2015		Total
Alternatives Diversifier Fund	$	770	$	435	$	348	$	1,553
Dynamic AlphaSector Fund		195		221		205		621
Global Premium AlphaSector*		—		60		12		72
Premium AlphaSector Fund		24		—		—		24

* Adviser is currently recapturing previously waived or reimbursed expenses.

D. Distributor

($ reported in thousands)

VP Distributors, LLC (“VP Distributors”), an indirect wholly-owned subsidiary of Virtus, serves as the distributor of each Fund’s shares and has advised the Funds that for the six-months (the “period”) ended March 31, 2013, it retained net commissions of $460 of Class A shares and deferred sales charges of $12, $—⁽³⁾ and $55 for Class A shares, Class B shares and Class C shares respectively.

In addition, each Fund pays VP Distributors distribution and/or service fees under a 12b-1 plan as a percentage of the average daily net assets of each respective class at the annual rates of 0.25%⁽¹⁾ for Class A shares and 1.00%⁽¹⁾⁽²⁾ for Class B and Class C shares. 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 NAV 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.

⁽¹⁾  The Funds invest in ETFs. In addition to the fees listed the Funds bear their proportionate shares 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.

⁽³⁾ Amount is less than $500.

E. Administrator and Transfer Agent

($ reported in thousands)

Effective January 1, 2013, with the approval of the Board, VP Distributors, the Funds’ former Administrator and Transfer Agent, assigned its rights and obligations under the Administration Agreement and Transfer Agency and Service Agreement to Virtus Fund Services, LLC, an indirect wholly-owned subsidiary of Virtus. For the period of October 1, 2012 to December 31, 2012, VP Distributors served as the Administrator and Transfer Agent to the Funds.

49

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

For the period ended March 31, 2013, the Funds incurred administration fees from the Trust totaling $2,573 which are included in the Statements of Operations.

For the period ended March 31, 2013, the Funds incurred transfer agent fees from the Trust totaling $3,038 which are included in the Statements of Operations. A portion of these fees was paid to outside entities that also provide services to the Trust.

F. Affiliated Shareholders

($ reported in thousand)

At March 31, 2013, Virtus and its affiliates, BMO Bankcorp. (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:

	Shares		Aggregate Net Asset Value
Global Premium AlphaSector™ Fund Class I		77,395	$	873
Premium AlphaSector™ Fund Class A		1,874		27

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 affiliated underlying funds⁽¹⁾ during the fiscal year ended March 31, 2013 is as follows:

	Value, beginning of fiscal  year		Purchases(2)		Sales Proceeds
Global Commodities Stock	$	17,903	$	10,381	$	2,000
Global Dividend Fund		33,977		10,233		2,000
Global Real Estate Securities Fund		9,364		3,709		—
International Real Estate Securities Fund		20,012		1,476		3,800
Real Estate Securities Fund		14,101		14,299		15,950
Senior Floating Rate Fund		12,180		4,279		4,380
	$	107,537	$	44,377	$	28,130
	Value, end of  fiscal year		Dividend Income		Distributions of Realized Gains
Global Commodities Stock	$	25,171	$	381	$	—
Global Dividend Fund		44,530		471		—
Global Real Estate Securities Fund		13,637		309		—
International Real Estate Securities Fund		18,145		1,476		—
Real Estate Securities Fund		23,196		99		—
Senior Floating Rate Fund		12,197		278		3
	$	136,876	$	3,014	$	3

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VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

⁽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 March 31, 2013, the Fund was the owner of record of approximately 86% of the Global Commodities Stock Fund, 47% of the International Real Estate Securities Fund 36% of the Global Real Estate Fund, and 35% of the Global Dividend Fund.

⁽²⁾  Includes reinvested dividends from income and capital gain distributions.

Note 4. Purchases and Sales of Securities

($ reported in thousands)

Purchases and sales of securities (excluding U.S. Government and agency securities, and short-term securities) during the period ended March 31, 2013, were as follows:

	Purchases		Sales
Allocator Premium AlphaSector™ Fund	$	529,308	$	502,529
AlphaSector™ Rotation Fund		356,959		359,630
Alternatives Diversifier Fund		64,036		25,602
Dynamic AlphaSector™ Fund		876,175		418,416
Global Premium AlphaSector™ Fund		118,815		104,380
Premium AlphaSector™ Fund		3,935,822		3,592,617
	Short Sales		Purchases to Cover Shorts
Dynamic AlphaSector™ Fund	$	84,963	$	82,227

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VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

Note 5. Capital Share Transactions

(reported in thousands)

Transactions in shares of capital stock, during the periods ended as indicated below, were as follows:

	Allocator Premium AlphaSector™ Fund
	Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		2,741		$	29,643			6,058		$	61,388
Reinvestment of distributions		31			328			31			305
Shares repurchased		(1,108	)		(12,021	)		(1,151	)		(11,736	)
Net Increase/(Decrease)		1,664		$	17,950			4,938		$	49,957
Class C
Sale of shares		4,521		$	48,450			10,032		$	100,615
Reinvestment of distributions		18			193			28			274
Shares repurchased		(1,239	)		(13,335	)		(1,028	)		(10,410	)
Net Increase/(Decrease)		3,300		$	35,308			9,032		$	90,479
Class I
Sale of shares		5,096		$	55,232			13,694		$	139,083
Reinvestment of distributions		81			855			75			755
Shares repurchased		(1,809	)		(19,600	)		(2,022	)		(20,790	)
Net Increase/(Decrease)		3,368		$	36,487			11,747		$	119,048

	AlphaSector™ Rotation Fund
	Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		1,961		$	23,965			5,358		$	60,143
Reinvestment of distributions		609			6,992			446			4,914
Shares repurchased		(2,637	)		(32,176	)		(6,717	)		(75,873	)
Net Increase/(Decrease)		(67	)	$	(1,219	)		(913	)	$	(10,816	)
Class C
Sale of shares		1,858		$	22,548			1,996		$	22,420
Reinvestment of distributions		349			3,975			207			2,251
Shares repurchased		(1,381	)		(16,603	)		(2,831	)		(31,724	)
Net Increase/(Decrease)		826		$	9,920			(628	)	$	(7,053	)
Class I
Sale of shares		2,359		$	29,003			6,369		$	71,270
Reinvestment of distributions		321			3,683			196			2,158
Shares repurchased		(2,338	)		(28,632	)		(4,532	)		(51,032	)
Net Increase/(Decrease)		342		$	4,054			2,033		$	22,396

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NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

	Alternatives Diversifier Fund
	Six Months Ended March 31, 2013 (Unaudited						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		374		$	4,170			911		$	9,669
Reinvestment of distributions		89			974			36			370
Shares repurchased		(959	)		(10,645	)		(3,218	)		(33,739	)
Net Increase / (Decrease)		(496	)	$	(5,501	)		(2,271	)	$	(23,700	)
Class C
Sale of shares		167		$	1,830			247		$	2,567
Reinvestment of distributions		31			332			—			—
Shares repurchased		(710	)		(7,798	)		(1,955	)		(20,338	)
Net Increase / (Decrease)		(512	)	$	(5,636	)		(1,708	)	$	(17,771	)
Class I
Sale of shares		5,395		$	60,799			1,653		$	17,300
Reinvestment of distributions		45			495			22			223
Shares repurchased		(882	)		(9,838	)		(2,056	)		(21,624	)
Net Increase / (Decrease)		4,558		$	51,456			(381	)	$	(4,101	)

	Dynamic AlphaSector™ Fund
	Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		15,346		$	155,040			11,370		$	107,464
Reinvestment of distributions		56			532			—			—
Shares repurchased		(1,309	)		(13,185	)		(1,016	)		(9,660	)
Net Increase/(Decrease)		14,093		$	142,387			10,354		$	97,804
Class B
Sale of shares		—			—			—		$	—
Reinvestment of distributions		—			—			—			—
Shares repurchased		(5	)		(43	)		(14	)		(123	)
Net Increase/(Decrease)		(5	)	$	(43	)		(14	)	$	(123	)
Class C
Sale of shares		5,418		$	51,236			2,818		$	24,988
Reinvestment of distributions		11			100			—			—
Shares repurchased		(221	)		(2,080	)		(147	)		(1,274	)
Net Increase/(Decrease)		5,208		$	49,256			2,671		$	23,714
Class I
Sale of shares		17,594		$	179,211			11,614		$	109,640
Reinvestment of distributions		94			896			—			—
Shares repurchased		(2,386	)		(24,381	)		(3,424	)		(31,510	)
Net Increase/(Decrease)		15,302		$	155,726			8,190		$	78,130

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VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

	Global Premium AlphaSector™ Fund
	Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		2,640		$	28,143			3,170		$	31,188
Reinvestment of distributions		33			350			10			99
Shares repurchased		(1,500	)		(16,416	)		(1,138	)		(11,263	)
Net Increase / (Decrease)		1,173		$	12,077			2,042		$	20,024
Class C
Sale of shares		794		$	8,561			1,689		$	16,438
Reinvestment of distributions		11			116			3			25
Shares repurchased		(149	)		(1,609	)		(207	)		(2,034	)
Net Increase / (Decrease)		656		$	7,068			1,485		$	14,429
Class I
Sale of shares		850		$	9,168			4,721		$	45,889
Reinvestment of distributions		18			192			25			240
Shares repurchased		(249	)		(2,678	)		(3,954	)		(39,811	)
Net Increase / (Decrease)		619		$	6,682			792		$	6,318

	Premium AlphaSector™ Fund
	Six Months Ended March 31, 2013 (Unaudited)						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		22,892		$	313,595			57,032		$	708,895
Reinvestment of distributions		494			6,419			611			7,567
Shares repurchased		(18,600	)		(253,208	)		(41,148	)		(509,133	)
Net Increase / (Decrease)		4,786		$	66,806			16,495		$	207,329
Class C
Sale of shares		12,965		$	177,319			26,259		$	325,982
Reinvestment of distributions		77			997			32			390
Shares repurchased		(5,765	)		(77,899	)		(8,126	)		(102,023	)
Net Increase / (Decrease)		7,277		$	100,417			18,165		$	224,349
Class I
Sale of shares		35,294		$	486,615			78,872		$	976,545
Reinvestment of distributions		502			6,529			604			7,489
Shares repurchased		(21,712	)		(293,608	)		(33,976	)		(425,362	)
Net Increase / (Decrease)		14,084		$	199,536			45,500		$	558,672

54

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

Note 6. 10% Shareholders

As of March 31, 2013, certain Funds had individual shareholder account(s) and/or omnibus shareholder account(s) (comprised of a group of individual shareholders), which individually amounted to more than 10% of the total shares outstanding of each such Fund as detailed below.

	% of Shares Outstanding			Number of Accounts
Allocator Premium AlphaSector Fund		34	%		2
AlphaSector Rotation Fund		11			1
Alternatives Diversifier Fund		19			1
Dynamic AlphaSector Fund		37			3
Global Premium AlphaSector Fund		22			2

These accounts are not affiliated with Virtus.

Note 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 the Fund did not concentrate its investments in such sectors. At March 31, 2013, the Funds did not invest a high percentage of their assets in specific sectors.

Note 8. Indemnifications

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, each Trustee has entered into an indemnification agreement with the Trust. In addition in the normal course of business, the Funds enter into contracts that provide a variety of indemnifications to other parties. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds and that have not occurred. However, the Funds have not had prior claims or losses pursuant to these arrangements and, expect the risk of loss to be remote.

Note 9. Exemptive Order

On August 23, 2010, the SEC issued an amended order under Section 12(d) (1) (J) of the 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, in each case subject to certain conditions.

55

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

Note 10. Federal Income Tax Information ($ reported in thousands)

At March 31, 2013, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Funds were as follows:

Fund	Federal Tax Cost		Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Allocator Premium AlphaSectorTM Fund	$	390,525	$	28,807	$	—		$	28,807
AlphaSectorTM Rotation Fund		440,632		87,253		(2,190	)		85,063
Alternatives Diversifier Fund		203,094		36,662		(35,792	)		870
Dynamic AlphaSectorTM Fund		767,931		70,004		—			70,004
Global Premium AlphaSectorTM Fund		79,662		9,254		—			9,254
Premium AlphaSectorTM Fund		3,714,381		556,084		(22,799	)		533,285

The Funds have capital loss carryovers available to offset future realized capital gains, through the indicated expiration dates shown below:

	2017		2018		No Expiration		Total
Allocator Premium AlphaSector™ Fund	$	—	$	—	$	329	$	329
AlphaSector™ Rotation Fund		1,872		1,440		—		3,312
Alternatives Diversifier Fund		—		61,358		398		61,756
Dynamic AlphaSector™ Fund		—		—		3,329		3,329
Premium AlphaSector™ Fund		—		—		6,734		6,734

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.

Note 11. Borrowings

($ reported in thousands)

The Dynamic AlphaSector Fund (the “Fund”) intends to employ leverage in the form of borrowing on its long positions in circumstances where the Fund has determined to take long positions representing four or more sectors. The aggregate amount of leverage being used by the Fund at any time will depend on the number of sectors in which the Fund takes a long position, with the maximum amount of leverage being used where the Fund takes long positions in all nine sectors. In that event, the amount of leverage will not exceed 30% of the Fund’s net assets, including borrowings.

56

VIRTUS OPPORTUNITIES TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2013 (Unaudited)

Effective February 6, 2012, the Fund entered into a collaterized loan agreement with Merrill Lynch Professional Clearing Corp. (“prime broker”) to provide margin financing. During the six months ended March 31, 2013, the Fund utilized margin financing for 182 days at an average interest rate of 0.564% and with an average daily borrowing balance during the year of $114,674. As of March 31, 2013, outstanding margin debt amounted to $184,374, which is located under “Loan payable” on the Statement of Assets and Liabilities. In order to attain leveraged exposure, the Fund incurs a cost of Open Fed Funds Rate plus a spread on debit financing. For the six-months ended March 31, 2013, these costs amounted to $325 and are included within “interest expenses” on the Statement of Operations.

Note 12. Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-11 regarding “Disclosures about Offsetting Assets and Liabilities”. The amendments, which will be effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods, require an entity to disclose information about offsetting and related arrangements for assets and liabilities, financial instruments and derivatives that are either currently offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements. At this time, management is evaluating the implications of ASU No. 2011-11 and its impact on the financial statements has not yet been determined.

Note 13. 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 there are no subsequent events requiring recognition or disclosure in the financial statements.

57

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS BY THE BOARD OF TRUSTEES

The Board of Trustees (the “Board”) of Virtus Opportunities Trust (the “Trust”) is responsible for determining whether to approve the continuation of the investment advisory agreement (the “Advisory Agreement”) between the Trust and Virtus Investment Advisers, Inc. (“VIA”) and of each subadvisory agreement (each, a “Subadvisory Agreement” and collectively, the “Subadvisory Agreements”) (together with the Advisory Agreement, the “Agreements”) with respect to the funds of the Trust, including Virtus Allocator Premium AlphaSector^™ Fund, Virtus AlphaSector^™ Rotation Fund, Virtus Global Premium AlphaSector^™ Fund, Virtus Premium AlphaSector^™ Fund, Virtus Dynamic AlphaSector^™ Fund and Virtus Alternatives Diversifier Fund (each a “Fund” and together, the “Funds”) of the Trust. At an in-person meeting held on November 15, 2012, the Board, including a majority of the Trustees who are not interested persons of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, (the “Independent Trustees”), considered and approved the continuation of each Agreement due for renewal, as further discussed below.

In connection with the approval of the Agreements, the Board requested and evaluated information provided by VIA and each subadviser (each, a “Subadviser” and collectively, the “Subadvisers”) which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether the renewal of each of the Agreements would be in the best interests of each applicable Fund and its respective shareholders. The Board also considered information furnished throughout the year at regular Board meetings with respect to the services provided by VIA and the Subadvisers, including quarterly performance reports prepared by management containing reviews of investment results and periodic presentations from the Subadvisers with respect to the Fund(s) they manage. The Board noted the affiliation of certain of the Subadvisers with VIA and any potential conflicts of interest.

The Board was separately advised by independent legal counsel throughout the process. For each Agreement, the Board considered all the criteria separately with respect to the applicable Fund and its shareholders. In their deliberations, the Board 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 Agreements in private sessions with their independent legal counsel at which no representatives of management were present.

In considering whether to approve the renewal of the Agreements with respect to each Fund, the Board reviewed and analyzed the factors it deemed relevant, including: (1) the nature, extent and quality of the services to be provided to the Funds by VIA and each of the Subadvisers; (2) the performance of the Funds as compared to an appropriate peer group and an appropriate index; (3) the level and method of computing each Fund’s advisory and subadvisory fees, and comparisons of the Funds’ advisory fee rates with those of a group of funds with similar investment objectives; (4) the profitability of VIA under the Advisory Agreement; (5) any “fall-out” benefits to VIA, the Subadvisers and their affiliates (i.e., ancillary benefits realized by VIA, the Subadvisers or their affiliates from VIA’s or the applicable Subadviser’s relationship with the Trust); (6) the anticipated effect of growth in size on each Fund’s performance and expenses; (7) fees paid to VIA and the Subadvisers by comparable accounts, as applicable; (8) possible conflicts of interest; and (9) the terms of the Agreements.

Nature, Extent and Quality of Services

The Trustees received in advance of the meeting information in the form of questionnaires completed by VIA and each Subadviser, each concerning a number of topics, including such company’s investment philosophy, resources, operations and compliance structure. The

58

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS BY THE BOARD OF TRUSTEES (Continued)

Trustees also received a presentation by VIA’s senior management personnel, during which among other items, VIA’s history, investment process, investment strategies, personnel, compliance procedures and the firm’s overall performance were reviewed and discussed. The Trustees noted that the Funds are managed using a “manager of managers” structure that generally involves the use of one or more subadvisers to manage some or all of a Fund’s portfolio. Under this structure, VIA is responsible for the management of the Funds’ investment programs and day-to-day operations and for evaluating and selecting subadvisers on an ongoing basis and making any recommendations to the Board regarding hiring, retaining or replacing subadvisers. In considering the Agreement with VIA, the Board considered VIA’s process for supervising and managing the Funds’ subadvisers, including (a) VIA’s ability to select and monitor the subadvisers; (b) VIA’s ability to provide the services necessary to monitor the subadvisers’ compliance with the Funds’ respective investment objectives, policies and restrictions as well as provide other oversight activities; and (c) VIA’s ability and willingness to identify instances in which a subadviser should be replaced and to carry out the required changes. The Trustees also considered: (a) the experience and capability of VIA’s management and other personnel; (b) the financial condition of VIA, and whether it had the financial wherewithal to provide a high level and quality of services to the Funds; (c) the quality of VIA’s own regulatory and legal compliance policies, procedures and systems; (d) the nature, extent and quality of administrative and other services provided by VIA and its affiliates to the Funds; (e) VIA’s supervision of the Funds’ other service providers; and (f) VIA’s risk management processes. It was noted that affiliates of VIA serve as administrator and distributor to the Funds. The Board also took into account its knowledge of VIA’s management and the quality of the performance of VIA’s duties through Board meetings, discussions and reports during the preceding year, as well as information from the Trust’s Chief Compliance Officer (“CCO”) regarding the Funds’ compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act.

With respect to the services provided by each of the Subadvisers, the Board considered information provided to the Board by each Subadviser, including each Subadviser’s Form ADV, as well as information provided throughout the past year. With respect to the Subadvisory Agreements, the Board noted that each Subadviser provided portfolio management, compliance with the respective Funds’ investment policies and procedures, compliance with applicable securities laws and assurances thereof. The Board also noted that VIA’s and the Subadvisers’ management of the Funds is subject to the oversight of the Board and must be carried out in accordance with the investment objectives, policies and restrictions set forth in the Funds’ prospectuses and statement of additional information. In considering the renewal of the Subadvisory Agreements, the Board also considered each Subadviser’s investment management process, including (a) the experience and capability of the Subadviser’s management and other personnel committed by the Subadviser to the respective Funds; (b) the financial condition of the Subadviser; (c) the quality of the Subadviser’s regulatory and legal compliance policies, procedures and systems; and (d) the Subadviser’s brokerage and trading practices, including with respect to best execution and soft dollars. The Board also took into account the Subadviser’s risk assessment and monitoring process. The Board noted each Subadviser’s regulatory history, including whether it was currently involved in any regulatory actions or investigations as well as material litigation, and any settlements and amelioratory actions undertaken, as appropriate.

After considering all of the information provided to them, the Trustees concluded that the nature, extent and quality of the services provided by VIA and each Subadviser were satisfactory and

59

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS BY THE BOARD OF TRUSTEES (Continued)

that there was a reasonable basis on which to conclude that each would continue to provide a high quality of investment services to the applicable Fund.

Investment Performance

The Board considered performance reports and discussions at Board meetings throughout the year, as well as a report (the “Lipper Report”) for the Funds prepared by Lipper Inc. (“Lipper”), an independent third party provider of investment company data, furnished in connection with the contract renewal process. The Lipper Report presented each Fund’s performance relative to a peer group of other mutual funds (the “Performance Universe”) and relevant indexes, as selected by Lipper. The Board also considered performance information presented by management and took into account management’s discussion of the same, including the effect of market conditions on each Fund’s performance. The Board evaluated each Fund’s performance in the context of the considerations that a “manager of managers” structure requires. The Board noted that it also reviews on a quarterly basis detailed information about both the Funds’ performance results and portfolio composition, as well as each Subadviser’s investment strategy. The Board noted VIA’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of each Subadviser. The Board also noted each Subadviser’s performance record with respect to a Fund. The Board was mindful of VIA’s focus on each Subadviser’s performance and noted VIA’s performance in monitoring and responding to any performance issues with respect to the Funds. The Board also took into account its discussions with management regarding factors that contributed to the performance of each Fund.

The Board considered, among other performance data, the information set forth below with respect to the performance of each Fund for the period ended September 30, 2012.

Virtus Allocator Premium AlphaSector^SM Fund. The Board noted that the Fund underperformed the median of its Performance Universe and its benchmark for the 1-year period.

Virtus AlphaSector^SM Rotation Fund. The Board noted that the Fund outperformed the median of its Performance Universe for the 3- and 5-year periods and underperformed the median of its Performance Universe for the 1-year period. The Board also noted that the Fund underperformed its benchmark for the 1- and 3- year periods and outperformed its benchmark for the 5-year period.

Virtus Dynamic AlphaSector^SM Fund. The Board noted that the Fund outperformed the median of its Performance Universe for the 1- and 5- year periods underperformed the median of its Performance Universe for the 3- and 10- year periods. The Board also noted that the Fund underperformed its benchmark for the 3-, 5- and 10- year periods and outperformed its benchmark for the 1- and 5- year period.

Virtus Global Premium AlphaSector^SM Fund. The Board noted that the Fund underperformed the median of its Performance Universe and underperformed its benchmark for the 1-year period.

Virtus Premium AlphaSector^SM Fund. The Board noted that the Fund underperformed the median of its Performance Universe and underperformed its benchmark for the 1- year period.

Virtus Alternatives Diversifier Fund. The Board noted that the Fund underperformed the median of its Performance Universe for the 3- and 5- year periods and outperformed the median of its Performance Universe for the 1-year period. The Board also noted that the Fund underperformed its benchmark for the 3- and 5- year periods and outperformed its benchmark for the 1-year period.

60

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS BY THE BOARD OF TRUSTEES (Continued)

With respect to certain Funds, including Virtus Allocator Premium AlphaSector^SM Fund, Virtus Global Premium AlphaSector^SM Fund and Virtus Premium AlphaSector^SM Fund, the Board also considered management’s discussion about the reasons for the Funds’ underperformance relative to their peer groups. After reviewing these and related factors, the Board concluded that each Fund’s overall performance was satisfactory.

Management Fees and Total Expenses

The Board considered the fees charged to the Funds for advisory services as well as the total expense levels of the Funds. This information included comparisons of each Fund’s net management fee and total expense level to those of its peer group (the “Expense Group”). In comparing each Fund’s net management fee to that of comparable funds, the Board noted that such fee includes both advisory and administrative fees. The Board also noted that certain of the Funds had fee waivers and/or expense caps in place to limit the total expenses incurred by those Funds and their shareholders. The Board also noted that the subadvisory fees were paid by VIA out of its management fees rather than paid separately by the Funds. In this regard, the Board took into account management’s discussion with respect to the advisory/subadvisory fee structure, including the amount of the advisory fee retained by VIA after payment of the subadvisory fee. The Board also took into account the size of each of the Funds and the impact on expenses. The Subadvisers provided, and the Board considered, expense information of comparable accounts managed by the Subadvisers, as applicable.

In addition to the foregoing, the Board considered, among other data, the information set forth below with respect to each Fund’s fees and expenses. In each case, the Board took into account management’s discussion of the Fund’s expenses, including the type and size of the Fund relative to the other funds in its Expense Group.

Virtus Allocator Premium AlphaSector^SM Fund. The Board considered that the Fund’s net management fee was above the median of the Expense Group and net total expenses were below the median of the Expense Group.

Virtus AlphaSector^SM Rotation Fund. The Board considered that the Fund’s net management fee and net total expenses were below the median of the Expense Group.

Virtus Dynamic AlphaSector^SM Fund. The Board considered that the Fund’s net management fee and net total expenses after waivers were above the median of the Expense Group.

Virtus Global Premium AlphaSector^SM Fund. The Board considered that the Fund’s net management fee and net total expenses after waivers was above the median of the Expense Group.

Virtus Premium AlphaSector^SM Fund. The Board considered that the Fund’s net management fee was above the median of the Expense Group, while its net total expenses were below the median of the Expense Group.

Virtus Alternatives Diversifier Fund. The Board considered that the Fund’s net management fee and net total expenses after waivers were below the median of the Expense Group.

Based on the level and type of services provided, the Board determined that each Fund’s fees and expenses were reasonable. The Board concluded that the advisory and subadvisory fees for each Fund were fair and reasonable in light of the usual and customary charges made for services of the same nature and quality and the other factors considered.

61

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS BY THE BOARD OF TRUSTEES (Continued)

Profitability

The Board also considered certain information relating to profitability that had been provided by VIA. In this regard, the Board considered information regarding the overall profitability, as well as on a Fund-by-Fund basis, of VIA for its management of the Trust, as well as its profits and those of its affiliates for managing and providing other services to the Trust, such as distribution and administrative services provided to the Funds by a VIA affiliate. In addition to the fees paid to VIA and its affiliates, including the applicable Subadvisers, the Board considered any other benefits derived by VIA or its affiliates from their relationship with the Funds. The Board reviewed the methodology used to allocate costs to each Fund, taking into account the fact that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. The Board concluded that the profitability to VIA and its affiliates from each Fund was reasonable in light of the quality of the services rendered to the Funds by VIA and its affiliates.

In considering the profitability to the Subadvisers in connection with their relationship to the Funds, the Board noted that the fees under the Subadvisory Agreements are paid by VIA out of the fees that VIA receives under the Advisory Agreement, so that Fund shareholders are not directly impacted by those fees. In considering the reasonableness of the fees payable by VIA to the affiliated Subadvisers, the Board noted that, because such Subadvisers are affiliates of VIA, such profitability might be directly or indirectly shared by VIA. In addition, with respect to F-Squared Alternative Advisors, LLC and F-Squared Institutional Advisors, LLC, the unaffiliated Subadviser, the Board relied on the ability of VIA to negotiate these Subadvisory Agreements and the fees thereunder at arm’s length. For each of the above reasons, the Board concluded that the profitability to the Subadvisers and their affiliates from their relationship with the Funds was not a material factor in approval of the Subadvisory Agreements.

Economies of Scale

The Board received and discussed information concerning whether VIA realizes economies of scale as the Funds’ assets grow. The Board noted that the management fees for several of the Funds included breakpoints based on assets under management, and that fee waivers and/or expense caps were also in place for certain Funds. The Board also took into account management’s discussion of the Funds’ management fee and subadvisory fee structure, including with respect to the Funds that do not currently have breakpoints. The Board also took into account the current size of the Funds. The Board concluded that no changes to the advisory fee structure of the Funds were necessary at this time. The Board noted that VIA and the Funds may realize certain economies of scale if the assets of the Funds were to increase, particularly in relationship to certain fixed costs, and that shareholders of the Funds would have an opportunity to benefit from these economies of scale.

For similar reasons as stated above with respect to the Subadvisers’ profitability, and based upon the current size of the Funds managed by each Subadviser, the Board concluded that the potential for economies of scale in the Subadvisers’ management of the Funds was not a material factor in the approval of the Subadvisory Agreements at this time.

Other Factors. The Board considered other benefits that may be realized by VIA and each Subadviser and their respective affiliates from their relationships with the applicable Fund. Among them, the Board recognized that VP Distributors, LLC, an affiliate of VIA, serves as the distributor for the Trust, and, as such, receives payments pursuant to Rule 12b-1 from the Funds to compensate it for providing shareholder services and selling activities, which could lead to growth in the Trust’s assets and corresponding benefits from such growth, including economies

62

CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS BY THE BOARD OF TRUSTEES (Continued)

of scale. The Board noted that an affiliate of VIA also provides administrative services to the Trust. The Board noted management’s discussion of the fact that, while certain of the Subadvisers are affiliates of VIA, there are no other direct benefits to the Subadvisers 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 indirect benefits gained, including to the extent that serving the Funds could provide the opportunity to provide advisory services to additional portfolios of the Trust or certain reputational benefits.

Based on all of the foregoing considerations, the Board determined that approval of each Agreement was in the best interests of each of the applicable Fund and its respective shareholders. Accordingly, the Board, and the Independent Trustees voting separately, approved the Agreements with respect to each Fund.

63

Virtus Dynamic AlphaSector^SM Fund,

a series of Virtus Opportunities Trust

Supplement dated May 17, 2013 to the Prospectuses

dated January 31, 2013, as supplemented

IMPORTANT NOTICE TO INVESTORS

The following corrects index performance information and the description of the indexes appearing under “Average Annual Total Returns” in the fund’s summary prospectus and the summary section of the statutory prospectus.

	1 Year	5 Years	10 Years	Class I Since Inception (10/1/09)
Class A
Return Before Taxes	0.56%	-1.96%	-1.35%	—
Return After Taxes on Distributions	0.07%	-2.13%	-1.52%	—
Return After Taxes on Distributions and Sale of Fund Shares	0.04%	-1.73%	-1.20%	—
Class B
Return Before Taxes	1.88%	-1.78%	-1.52%	—
Class C
Return Before Taxes	5.94%	-1.55%	-1.50%	—
Class I
Return Before Taxes	7.20%	—	—	-1.34%
S&P 500 Index (reflects no deduction of fees, expenses or taxes)	16.00%	1.66%	7.10%	12.89%
Dynamic AlphaSector Linked Benchmark (reflects no deduction of fees, expenses or taxes)	8.30%	2.05%	2.50%	2.56%

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. The Dynamic AlphaSector^SM Linked Benchmark consists of the S&P 500 Index; performance of the Dynamic AlphaSector^SM Linked Benchmark prior to February 6, 2012 is that of the Citigroup 90-Day Treasury Bill Index. The indexes are unmanaged and not available for direct investment.

Investors should retain this supplement with the Prospectuses for future reference.

VOT 8020/DASF PerfTable (5/13)

Virtus Allocator Premium AlphaSector^SM Fund, Virtus AlphaSector^SM Rotation Fund,

Virtus Alternatives Diversifier Fund, Virtus Dynamic AlphaSector^SM Fund,

Virtus Global Premium AlphaSector^SM Fund and Virtus Premium AlphaSector^SM Fund,

each a series of Virtus Opportunities Trust

Supplement dated May 22, 2013

to the Prospectuses dated January 31, 2013

IMPORTANT NOTICE TO INVESTORS

The following corrects after-tax performance information for Class A Shares appearing under “Average Annual Total Returns” in each fund’s summary prospectus and the summary section of the statutory prospectus.

Virtus Allocator Premium AlphaSector^SM Fund

	1 Year		Since Inception (3/15/11)
Class A
Return Before Taxes		2.51%		0.85%
Return After Taxes on Distributions		2.46%		0.79%
Return After Taxes on Distributions and Sale of Fund Shares		1.89%		0.76%
Class C
Return Before Taxes		7.99%		3.52%
Class I
Return Before Taxes		8.97%		4.49%
S&P 500® Index (reflects no deduction of fees, expenses or taxes)		16.00%		8.45%
Dow Jones Global Moderate Portfolio Index (net) (reflects no deduction of fees, expenses or taxes)		11.24%		5.99%

Virtus AlphaSector^SM Rotation Fund*

	1 Year		5 Years		Class A and Class C Since Inception (8/1/03)		Class I Since Inception (10/1/09)
Class A
Return Before Taxes		5.57%		0.48%		4.82%		—
Return After Taxes on Distributions		4.35%		-0.02%		4.04%		—
Return After Taxes on Distributions and Sale of Fund Shares		4.08%		0.25%		3.92%		—
Class C
Return Before Taxes		11.18%		0.94%		4.71%		—
Class I
Return Before Taxes		12.31%		—		—		11.27%
S&P 500® Index (reflects no deduction of fees, expenses or taxes)		16.00%		1.66%		6.21%		12.89%
AlphaSector Rotation Linked Benchmark (reflects no deduction of fees, expenses or taxes)		16.00%		3.49%		6.63%		12.89%

* Note that the Supplemental Performance appearing in the fund’s current prospectuses is correct as shown in those prospectuses.

Virtus Alternatives Diversifier Fund

	1 Year		5 Years		Class A and Class C Since Inception (11/30/05)		Class I Since Inception (10/1/09)
Class A
Return Before Taxes		3.40%		-0.89%		2.16%		—
Return After Taxes on Distributions		3.05%		-1.25%		1.81%		—
Return After Taxes on Distributions and Sale of Fund Shares		2.54%		-0.89%		1.73%		—
Class C
Return Before Taxes		8.85%		-0.45%		2.25%		—
Class I
Return Before Taxes		9.99%		—		—		7.73%
S&P 500® Index (reflects no deduction of fees, expenses or taxes)		16.00%		1.66%		4.07%		12.89%
Composite Benchmark (reflects no deduction of fees, expenses or taxes)		6.96%		0.68%		4.21%		7.22%

Virtus Dynamic AlphaSector^SM Fund**

	1 Year		5 Years		10 Years		Class I Since Inception (10/1/09)
Class A
Return Before Taxes		0.56%		-1.96%		-1.35%		—
Return After Taxes on Distributions		0.48%		-2.05%		-1.48%		—
Return After Taxes on Distributions and Sale of Fund Shares		0.46%		-1.65%		-1.16%		—
Class B
Return Before Taxes		1.88%		-1.78%		-1.52%		—
Class C
Return Before Taxes		5.94%		-1.55%		-1.50%		—
Class I
Return Before Taxes		7.20%		—		—		-1.34%
S&P 500® Index (reflects no deduction of fees, expenses or taxes)		16.00%		1.66%		7.10%		12.89%
Dynamic AlphaSector Linked Benchmark (reflects no deduction of fees, expenses or taxes)		8.30%		2.05%		2.50%		2.56%

** This performance information supersedes the performance information contained in the supplement dated May 17, 2013.

Virtus Global Premium AlphaSector^SM Fund

	1 Year		Since Inception (3/15/11)
Class A
Return Before Taxes		4.86%		0.80%
Return After Taxes on Distributions		4.88%		0.77%
Return After Taxes on Distributions and Sale of Fund Shares		3.56%		0.78%
Class C
Return Before Taxes		10.35%		3.38%
Class I
Return Before Taxes		11.47%		4.39%
S&P 500® Index (reflects no deduction of fees, expenses or taxes)		16.00%		8.45%
MSCI World Index (net) (reflects no deduction of fees, expenses or taxes)		15.83%		5.30%

Virtus Premium AlphaSector^SM Fund

	1 Year		Since Inception (7/1/10)
Class A
Return Before Taxes		3.73%		10.04%
Return After Taxes on Distributions		3.59%		9.91%
Return After Taxes on Distributions and Sale of Fund Shares		2.60%		8.62%
Class C
Return Before Taxes		9.24%		11.83%
Class I
Return Before Taxes		10.31%		12.93%
S&P 500® Index (reflects no deduction of fees, expenses or taxes)		16.00%		16.47%

Investors should retain this supplement with the Prospectuses for future reference.

VOT 8020/AlphaSectorFunds AfterTaxPerf (5/13)

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

Virtus Fund Services, LLC

100 Pearl Street

Hartford, CT 06103-4506

Custodians

JPMorgan Chase & Co.

1 Chase Manhattan Plaza,

New York, NY 10005-1401

The Bank of New York Mellon

One Wall Street

New York, NY 10005-2588

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 siteVirtus.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.

For more information about

Virtus Mutual Funds, please call

your financial representative, or

contact us at 1-800-243-1574

or Virtus.com

8453 05-13

P.O. Box 9874

Providence, RI 02940-8074

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

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)	Not applicable.
(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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)         Virtus Opportunities Trust

By (Signature and Title)*	/s/ George R. Aylward
	George R. Aylward, President
	(principal executive officer)

Date     June 7, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	/s/ George R. Aylward
	George R. Aylward, President
	(principal executive officer)

Date     June 7, 2013

By (Signature and Title)*	/s/ W. Patrick Bradley
	W. Patrick Bradley, Vice President, Chief Financial Officer,         and Treasurer
	(principal financial officer)

Date     June 7, 2013

* Print the name and title of each signing officer under his or her signature.