As filed with the Securities and Exchange Commission on November 17, 2023
File No. 033-65137
File No. 811-07455
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
Under the SECURITIES ACT OF 1933 | x | |
Pre-Effective Amendment No. | o | |
Post-Effective Amendment No. 131 | x | |
and/or | ||
REGISTRATION STATEMENT | ||
Under the INVESTMENT COMPANY ACT OF 1940 | x | |
Amendment No. 132 | x | |
(Check appropriate box or boxes) |
VIRTUS OPPORTUNITIES TRUST
(Exact Name of Registrant as Specified in Charter)
Area Code and Telephone Number: (800) 243-1574
101 Munson Street
Greenfield, Massachusetts 01301
(Address of Principal Executive Offices)
Jennifer S. Fromm, Esq.
Vice President and Senior Counsel
Virtus Investment Partners, Inc.
One Financial Plaza
Hartford, Connecticut 06103
(Name and Address of Agent for Service)
Copies of All Correspondence to:
Mark D. Perlow, Esq.
Dechert LLP
One Bush Street, Suite 1600
San Francisco, CA 94104-4446
It is proposed that this filing will become effective (check appropriate box):
x | immediately upon filing pursuant to Rule 462(d) |
If appropriate, check the following box:
o | this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
EXPLANATORY NOTE
This Post-Effective Amendment No. 131 to the Registration Statement on Form N-1A (File Nos. 033-65137 and 811-7455) of Virtus Opportunities Trust (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing an additional exhibit to the Registration Statement. Accordingly, this Post-Effective Amendment No. 131 consists only of a facing page, this explanatory note, and Part C of the Registration Statement setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 131 does not modify any other part of the Registration Statement.
VIRTUS OPPORTUNITIES TRUST
PART C—OTHER INFORMATION
Item 28. | Exhibits |
(a) | Amended Declaration of Trust. |
(b) | Bylaws. |
(c) | See Articles III, V, VI and VIII of Registrant’s Agreement and Declaration of Trust and Articles II and VII of Registrant’s Bylaws, each as amended. |
(d) | Investment Advisory Contracts. |
(e) | Underwriting Agreement. |
(g) | Custodian Agreement. |
(h) | Other Material Contracts. |
(i) | Legal Opinion. |
3. | Opinion as to legality of the shares filed via EDGAR (as Exhibit i.2) with VIT’s Post-Effective Amendment No. 61 (File No. 033-64915) on November 12, 2014, and incorporated herein by reference. | |
15. | *Consent of Dechert LLP filed via EDGAR (as Exhibit i.15) herewith. | |
(j) | Other Opinions. |
2. *Consent of Independent Registered Public Accounting Firm filed via EDGAR (as Exhibit j.2) herewith.
(k) | Not applicable. |
(l) | Initial Capital Agreements |
(m) | Rule 12b-1 Plans. |
(n) | Rule 18f-3 Plans. |
(o) | Reserved. |
(p) | Codes of Ethics. |
(q) | Powers of Attorney |
* Filed herewith
Item 29. | Persons Controlled by or Under Common Control with the Fund |
None.
Item 30. | Indemnification |
The indemnification of Registrant’s principal underwriter against certain losses is provided for in Section 18 of the Underwriting Agreement incorporated herein by reference to Exhibit e.1. Indemnification of Registrant’s Custodian is provided for in Section 9.9, among others, of the Custody Agreement incorporated herein by reference to Exhibit g.1. The indemnification of Registrant’s Transfer Agent is provided for in Article 6 of the Amended and Restated Transfer Agency and Service Agreement incorporated herein by reference to Exhibit h.1. The Trust has entered into Indemnification Agreements with each trustee, the form of which is incorporated herein by reference to Exhibits h.8, h.8.a, h.8.b, h.9, and h.10, whereby the Registrant shall indemnify the trustee for expenses incurred in any proceeding in connection with the trustee’s service to the Registrant subject to certain limited exceptions.
In addition, Article VII sections 2 and 3 of the Registrant’s Agreement and Declaration of Trust incorporated herein by reference to Exhibits a.1-5, provides in relevant part as follows:
“A Trustee, when acting in such capacity, shall not be personally liable to any Person, other than the Trust or a Shareholder to the extent provided in this Article VII, for any act, omission or obligation of the Trust, of such Trustee or of any other Trustee. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, Manager or Principal Underwriter of the Trust. The Trust (i) may indemnify an agent of the Trust or any Person who is serving or has served at the Trust’s request as an agent of another organization in which the Trust has any interest as a shareholder, creditor or otherwise and (ii) shall indemnify each Person who is, or has been, a Trustee, officer or employee of the Trust and any Person who is serving or has served at the Trust’s request as a director, officer, trustee, or employee of another organization in which the Trust has any interest as a shareholder, creditor or otherwise, in the case of (i) and (ii), to the fullest extent consistent with the Investment Company Act of 1940, as amended (the “1940 Act”) and in the manner provided in the By-Laws; provided that such indemnification shall not be available to any of the foregoing Persons in connection with a claim, suit or other proceeding by any such Person against the Trust or a Series (or Class) thereof.
All persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the appropriate Series (or Class thereof if the Trustees have included a Class
limitation on liability in the agreement with such person as provided below), or, if the Trustees have yet to establish Series, of the Trust for payment under such credit, contract or claim; and neither the Trustees nor the Shareholders, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor.
Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees by any of them in connection with the Trust shall conclusively be deemed to have been executed or done only in or with respect to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable thereon. …
… A Trustee shall be liable to the Trust and to any Shareholder solely for her or his own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice.”
In addition, Article III section 7 of such Agreement and Declaration of Trust provides for the indemnification of shareholders of the Registrant as follows: “If any Shareholder or former Shareholder shall be exposed to liability by reason of a claim or demand relating to such Person being or having been a Shareholder, and not because of such Person’s acts or omissions, the Shareholder or former Shareholder (or such Person’s heirs, executors, administrators, or other legal representatives or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified out of the assets of the Trust against all cost and expense reasonably incurred in connection with such claim or demand, but only out of the assets held with respect to the particular Series of Shares of which such Person is or was a Shareholder and from or in relation to which such liability arose. The Trust may, at its option and shall, upon request by the Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Trust and satisfy any judgment thereon from the assets held with respect to the particular series.”
Article VI Section 2 of the Registrant’s Bylaws incorporated herein by reference to Exhibits b.1-3, provides in relevant part, subject to certain exceptions and limitations, “every agent shall be indemnified by the Trust to the fullest extent permitted by law against all liabilities and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been an agent.” Such indemnification would not apply in the case of any liability to which the Registrant would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties.
The Investment Advisory Agreement, Subadvisory Agreements, Custody Agreement, Foreign Custody Manager Agreement, Sub-Administration and Accounting Services Agreement and Sub-Transfer Agency and Shareholder Services Agreement, each as amended, respectively provide that the Registrant will indemnify the other party (or parties, as the case may be) to the agreement for certain losses. Similar indemnities to those listed above may appear in other agreements to which the Registrant is a party.
The Registrant, in conjunction with VIA and VAIA, the Registrant’s Trustees, and other registered investment management companies managed by VIA or its affiliates, maintains insurance on behalf of any person who is or was a Trustee, officer, employee, or agent of the Registrant, or who is or was serving at the request of the Registrant as a trustee, director, officer, employee or agent of another trust or corporation, against any liability asserted against such person and incurred by him or arising out of his position. However, in no event will Registrant maintain insurance to indemnify any such person for any act for which the Registrant itself is not permitted to indemnify him.
Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Act”), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. | Business and Other Connections of Investment Adviser and Subadvisers |
See “Management of the Funds” in the Prospectus and “Investment Advisory and Other Services” and “Management of the Trust” in the Statement of Additional Information which is included in this Post-Effective Amendment. For information as to the business, profession, vocation or employment of a substantial nature of directors and officers of the Advisers and Subadvisers, reference is made to each Adviser’s and each Subadviser’s current Form ADV filed under the Investment Advisers Act of 1940, and incorporated herein by reference
Adviser | SEC File No.: |
VIA | 801-5995 |
VAIA | 801-67924 |
Duff & Phelps | 801-14813 |
KAR | 801-24241 |
Stone Harbor | 333-141345 |
VFIA | 801-68743 |
Vontobel | 801-21953 |
Item 32. | Principal Underwriter |
(a) | VP Distributors, LLC serves as the principal underwriter for the following registrants: |
The Merger Fund®, The Merger Fund® VL, Virtus Alternative Solutions Trust, Virtus Asset Trust, Virtus Equity Trust, Virtus Event Opportunities Trust, Virtus Investment Trust, Virtus Opportunities Trust, Virtus Retirement Trust, Virtus Strategy Trust and Virtus Variable Insurance Trust. | |
(b) | Directors and executive officers of VP Distributors, One Financial Plaza, Hartford, CT 06103 are as follows: |
Name and Principal Business Address | Positions and Offices with Distributor | Positions and Offices with Registrant |
Michael A. Angerthal | Senior Vice President | None |
Matthew B. Brown | Senior Vice President | None |
Jennifer Fromm | Securities Counsel and Assistant Secretary | Vice President, Chief Legal Officer, Counsel and Secretary |
Heidi C. Griswold | Vice President, Mutual Fund Services | Vice President |
David G. Hanley | Senior Vice President and Treasurer | None |
Name and Principal Business Address | Positions and Offices with Distributor | Positions and Offices with Registrant |
Barry M. Mandinach | President | None |
David C. Martin | Vice President and Chief Compliance Officer | Anti-Money Laundering Officer |
Diana M. Perlman | Deputy Chief Compliance Officer | None |
Richard W. Smirl | Executive Vice President | Executive Vice President |
(c) | To the best of the Registrant’s knowledge, no commissions or other compensation was received by any principal underwriter who is not an affiliated person of the Registrant or an affiliated person of such affiliated person, directly or indirectly, from the Registrant during the Registrant’s last fiscal year. |
Item 33. | Location of Accounts and Records |
Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules promulgated thereunder include:
Secretary of the Trust: | Principal Underwriter: |
Jennifer Fromm, Esq. One Financial Plaza Hartford, CT 06103 | VP Distributors, LLC One Financial Plaza Hartford, CT 06103 |
Investment Adviser: | Custodian: |
Virtus Investment Advisers, Inc. One Financial Plaza Hartford, CT 06103
Investment Adviser: Virtus Alternative Investment Advisers, Inc. One Financial Plaza Hartford, CT 06103 | The Bank of New York Mellon 240 Greenwich Street New York, NY 10286 |
Administrator & Transfer Agent: | |
Virtus Fund Services, LLC One Financial Plaza Hartford, CT 06103 | |
Fund Accountant, Sub-Administrator, Sub-Transfer Agent and Dividend Dispersing Agent: | |
BNY Mellon Investment Servicing (US) Inc. 301 Bellevue Parkway Wilmington, DE 19809 | |
Subadviser to: Global Infrastructure Fund, Global Real Estate Securities Fund, International Real Estate Securities Fund, Real Asset Fund and Real Estate Securities Fund | |
Duff & Phelps Investment Management Co. 200 South Wacker Drive, Suite 500 Chicago, IL 60606 |
Subadviser to: Developing Markets Fund, Emerging Markets Small-Cap Fund, and International Small-Mid Cap Fund | Subadviser to: Core Plus Bond Fund, High Yield Fund, Low Duration Core Plus Bond Fund, Multi-Sector Intermediate Bond Fund, Multi-Sector Short Term Bond Fund, Senior Floating Rate Fund and Tax-Exempt Bond Fund |
Kayne Anderson Rudnick Investment Management, LLC 2000 Avenue of the Stars, Suite 1110 Los Angeles, CA 90067 | Newfleet Asset Management, a division of Virtus Fixed Income Advisers, LLC One Financial Plaza Hartford, CT 06103 |
Subadviser to: Emerging Markets Bond Fund, Emerging Markets Debt Income Fund, Emerging Markets Debt Allocation Fund, High Yield Bond Fund, Local Markets Fund and Strategic Income Fund | Subadviser to: Emerging Markets Opportunities Fund, Foreign Opportunities Fund, Global Opportunities Fund, and Greater European Opportunities Fund |
Stone Harbor Investment Partners, a division of Virtus Fixed Income Advisers, LLC 31 West 52nd Street, 16th Floor New York, NY 10019 | Vontobel Asset Management, Inc. 1540 Broadway, 38th Floor New York, NY 10036 |
Item 34. | Management Services |
None.
Item 35. | Undertakings |
None.
Item 28. | Exhibits |
i.15 | Consent of Dechert LLP |
j.1 | Consent of prior Independent Registered Public Accounting Firm for Virtus Stone Harbor Funds |
j.2 | Consent of Independent Registered Public Accounting Firm |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Hartford and the State of Connecticut on the 17th day of November, 2023.
VIRTUS OPPORTUNITIES TRUST | |||
By: | /s/ George R. Aylward | ||
Name: | George R. Aylward | ||
Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement has been signed below by the following persons in the capacities indicated on the 17th day of November, 2023.
Signatures | Title | |
/s/ George R. Aylward | President (Principal Executive Officer) and Trustee | |
George R. Aylward | ||
/s/ W. Patrick Bradley | Chief Financial Officer and Treasurer | |
W. Patrick Bradley | (Principal Financial and Accounting Officer) | |
* | Trustee | |
Donald C. Burke | ||
* | Trustee | |
Sarah E. Cogan | ||
* | Trustee | |
Deborah A. DeCotis | ||
* | Trustee | |
F. Ford Drummond | ||
* | Trustee | |
Sidney E. Harris | ||
* | Trustee | |
John R. Mallin | ||
* | Trustee | |
Connie D. McDaniel | ||
* | Trustee & Chairman | |
Philip R. McLoughlin | ||
* | Trustee | |
Geraldine M. McNamara | ||
* | Trustee | |
R. Keith Walton | ||
* | Trustee | |
Brian T. Zino |
* By: | /s/ George R. Aylward | |
George R. Aylward | ||
Attorney-in-fact, pursuant to powers of attorney. |