As filed with the Securities
and Exchange Commission on November 12, 2014
File No. 002-16590
File
No. 811-00945
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM
N-1A
REGISTRATION
STATEMENT
Under
the SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 102
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and/or
REGISTRATION
STATEMENT
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Under
the INVESTMENT COMPANY ACT OF 1940
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Amendment No. 103
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x
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(Check appropriate
box or boxes)
Virtus Equity 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)
Kevin
J. Carr, Esq.
Counsel
Virtus
Investment Partners, Inc.
100
Pearl St.
Hartford, Connecticut
06103
(Name
and Address of Agent for Service)
Copies
of All Correspondence to:
David
C. Mahaffey, Esq.
Sullivan &
Worcester LLP
1666
K Street, N.W.
Washington,
D.C. 20006
It is proposed that this
filing will become effective (check appropriate box):
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x
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immediately upon filing pursuant to paragraph (b)
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on July 29, 2014 pursuant to paragraph (b) of Rule 485
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60 days after filing pursuant to paragraph (a)(1)
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on
or at such later date as the Commission shall order pursuant to paragraph (a)(2)
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75 days after filing pursuant to paragraph (a)(2)
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on
pursuant to paragraph (a)(2) of Rule 485.
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If appropriate, check
the following box:
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this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
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This Post-Effective Amendment consists of the following:
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1.
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Facing Sheet of the Registration Statement
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2.
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Supplement dated November 12, 2014 to the Virtus Equity
Trust prospectus dated July 29, 2014, which contains disclosure required to add Class
R6 Shares to the Virtus Mid-Cap Value Fund and Virtus Small-Cap Core Fund
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3.
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Supplement dated November 12, 2014 to the Virtus Equity
Trust Statement of Additional Information (“SAI”) dated July 29, 2014, which
contains disclosure required to add Class R6 Shares to the Virtus Mid-Cap Value Fund
and Virtus Small-Cap Core Fund
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4.
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Part C
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This Post-Effective Amendment is being filed for the sole purpose
of completing the registration of Class R6 Shares of the Virtus Mid-Cap Value Fund and Virtus Small-Cap Core Fund by inserting
disclosure into the prospectuses and SAI necessary and appropriate to add Class R6 Shares to these funds.
But for the supplemental disclosure filed herewith, Parts A and
B of Registrant’s Post-Effective Amendment No. 99 to its registration statement filed on July 28, 2014 are incorporated
by reference herein and this Post-Effective Amendment No. 10 2 is being filed for the sole purpose of completing the
registration of Class R6 Shares of the Virtus Mid-Cap Value Fund and Virtus Small-Cap Core Fund.
Virtus Mid-Cap Value
Fund
and Virtus Small-Cap
Core Fund,
each a series of Virtus
Equity Trust
Supplement dated November 12, 2014 to the Summary
and
Statutory Prospectuses dated July 29, 2014
Important Notice to Investors
Effective November 12, 2014, Virtus Mid-Cap Value Fund and Virtus
Small-Cap Core Fund began offering Class R6 Shares, in addition to the share classes already offered by each fund. Accordingly,
each fund’s prospectuses are hereby amended to add the following disclosure.
Both Funds
The fund and ticker symbol table on the front cover of
the statutory prospectus is hereby revised to add a column entitled “Class R6 Shares” and to include the ticker
symbol VMVRX in the row for Virtus Mid-Cap Value Fund and VSCRX in the row for Virtus Small-Cap Core Fund and leaving blank
the new Class R6 column in each of the rows for the other funds named in the table.
Virtus Mid-Cap Value Fund
The tables under “Fees and Expenses” in the fund’s
summary prospectus and the summary section of the statutory prospectus are hereby revised to add the Class R6 column as shown
below:
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Shareholder
Fees
(fees paid directly from your investment)
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Class
R6
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Maximum
Sales Charge (load) Imposed on Purchases (as a percentage of offering price)
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None
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Maximum
Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)
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None
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Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
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Class
R6
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Management
Fees
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0.75%
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Distribution
and Shareholder Servicing (12b-1) Fees
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None
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Other
Expenses
(a)
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0.23%
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Acquired
Fund Fees and Expenses
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0.01%
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Total
Annual Fund Operating Expenses
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0.99%
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(a)
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Estimated
for current fiscal year, as annualized.
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The Example table is hereby revised to add the Class R6 row as
shown below:
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Share
Status
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1
Year
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3
Years
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5
Years
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10
Years
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Class
R6
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Sold
or Held
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$101
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$315
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$547
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$1,213
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Virtus Small-Cap Core Fund
The tables under “Fees and Expenses” in the fund’s
summary prospectus and the summary section of the statutory prospectus are hereby revised to add the Class R6 column as shown
below:
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Shareholder
Fees
(fees paid directly from your investment)
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Class
R6
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Maximum
Sales Charge (load) Imposed on Purchases (as a percentage of offering price)
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None
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Maximum
Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)
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None
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Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
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Class
R6
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Management
Fees
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0.75%
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Distribution
and Shareholder Servicing (12b-1) Fees
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None
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Other
Expenses
(a)
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0.22%
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Acquired
Fund Fees and Expenses
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0.01%
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Total
Annual Fund Operating Expenses
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0.98%
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(a)
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Estimated
for current fiscal year, as annualized.
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The Example table is hereby revised to add the Class R6 row as
shown below:
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Share
Status
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1
Year
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3
Years
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5
Years
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10
Years
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Class
R6
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Sold
or Held
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$100
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$312
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$542
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$1,201
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Virtus Mid-Cap Value Fund
Under “More Information About Fund Expenses” on page
47 of the statutory prospectus, the first table showing expense limitations is hereby revised to add a column entitled “Class
R6 Shares” and to include 1.07% in the row for the fund and to include “N/A” in the new Class R6 column in each
of the rows for the other funds named in the table.
Both Funds
The disclosure under “Purchase and Sale of Fund Shares”
in each fund’s summary prospectus and summary section of the statutory prospectus is hereby revised to include the following
information prior to the last paragraph:
For Class R6 Shares, there is no minimum initial investment
and there is no minimum for additional purchases. R6 Shares are available only to certain employer-sponsored retirement plans,
including Section 401(k), 403(b) and 457, profit-sharing, money purchase pension and defined benefit plans and non-qualified deferred
compensation plans, in each case provided that plan level or omnibus accounts are held on the books of the fund.
The disclosure under “Payments to Broker-Dealers and Other
Financial Intermediaries” in each fund’s summary prospectus and summary section of the statutory prospectus is hereby
revised to include the following information:
No compensation, administrative payments, sub-transfer agency
payments or service payments are paid to brokers or other entities from fund assets or the Distributor’s or an affiliate’s
resources on sales of or investments in Class R6 Shares. Class R6 Shares do not carry sales commissions or pay Rule 12b-1 fees,
or make payments to brokers or other entities to assist in, or in connection with, the sale of the fund’s shares.
Under “What are the classes and how do they differ?”
on page 78 of the statutory prospectus, the first sentence is revised to indicate that “each fund offers from three to five
classes of shares.” Additionally, the table s in this section are hereby revised to add a column entitled “Class
R6” and to include “None” in each of the rows for Virtus Mid-Cap Value Fund and Virtus Small-Cap Core Fund,
and to include “N/A” in the new Class R6 column in each of the rows for the other funds named in the table.
The following disclosure is hereby added under “What arrangement
is best for you?” on page 79 of the statutory prospectus after the description of Class I Shares:
Class R6 Shares (Virtus Mid-Cap Value Fund and Virtus
Small-Cap Core Fund only).
Class R6 Shares are available only to employer sponsored retirement plans, including profit-sharing
and money purchase pension plans, defined benefit plans and non-qualified deferred compensation plans, and plans described in
Section 401(k), 403(b) and 457 of the Internal Revenue Code, where the employer, administrator, sponsor or related person has
entered into an agreement with the fund’s Transfer Agent to make Class R6 Shares available to plan participants where plan
level or omnibus accounts are held on the books of the fund. Class R6 Shares are not available to traditional or Roth IRAs, Coverdell
Savings Accounts, Keoghs, SEPs, SARSEPs, or Simple IRAs and are not available through retail, advisory fee-based wrap platforms.
Individual shareholders who purchase Class R6 Shares through retirement platforms or other intermediaries are not eligible to
hold Class R6 Shares outside of their respective plan or intermediary platform. If you are eligible to purchase and do purchase
Class R6 Shares, you will pay no sales charge at any time. There are no distribution and service fees applicable to Class R6 Shares.
Under “Compensation to Dealers” on page 81 of the statutory
prospectus, a subheading “Class A, Class B, Class C and Class I Shares Only” is added to indicate that the existing
disclosure applies only to those share classes. Following the existing disclosure in this section, the following is hereby added:
Class R6 Shares Only
No compensation, administrative payments, sub-transfer agency
payments or service payments are paid to brokers or other entities from fund assets or the Distributor’s or an affiliate’s
resources on sales of or investments in Class R6 Shares. Class R6 Shares do not carry sales commissions or pay Rule 12b-1 fees,
or make payments to brokers or other entities to assist in, or in connection with, the sale of the fund’s shares.
Under “Opening an Account” on page 83 of the statutory
prospectus, a subheading “Class A, Class B, Class C and Class I Shares Only” is added to indicate that the existing
disclosure applies only to those share classes. Following the existing disclosure in this section, the following is hereby added:
Class R6 Shares Only
If you are participating in an employer sponsored retirement
plan, such as a 401(k) plan, profit-sharing plan, defined benefit plan or other employer-directed plan, your company will provide
you with the information you need to open an account and buy Class R6 Shares.
The section “How to Buy Shares” on page 84
of the statutory prospectus is hereby replaced with the following:
How
to Buy Shares
Class
A Shares, Class B Shares, Class C Shares and Class I Shares
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To
Open An Account
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Through
a financial advisor
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Contact
your advisor. Some advisors may charge a fee and may set different minimum investments
or limitations on buying shares.
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Through
the mail
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Complete
a new account application and send it with a check payable to the fund. Mail them to:
Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074.
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Through
express delivery
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Complete
a new account application and send it with a check payable to the fund. Send them to:
Virtus Mutual Funds, 4400 Computer Drive, Westborough, MA 01581-1722.
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By
Federal Funds wire
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Call
us at 800-243-1574 (press 1, then 0).
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By
Systematic Purchase
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Complete
the appropriate section on the application and send it with your initial investment payable
to the fund. Mail them to: Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074.
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By
telephone exchange
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Call
us at 800-243-1574 (press 1, then 0).
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Class
R6 Shares Only
If you
are participating in an employer sponsored retirement plan, such as a 401(k) plan, profit-sharing plan, defined benefit plan or
other employer-directed plan, your company will provide you with the information you need to buy Class R6 Shares.
All
Share Classes
The price
at which a purchase is effected is based on the NAV next determined after receipt of a purchase order in good order by the funds’
Transfer Agent. A purchase order is generally in “good order” if an acceptable form of payment accompanies the purchase
order and the order includes the appropriate application(s) and/or other form(s) and any supporting legal documentation required
by the Transfer Agent, each in legible form.
Each
fund reserves the right to refuse any order that may disrupt the efficient management of that fund.
The section “How to Sell Shares” on page 84
of the statutory prospectus is hereby replaced with the following:
How
to Sell Shares
Class
A Shares, Class B Shares, Class C Shares and Class I Shares
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To
Sell Shares
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Through
a financial advisor
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Contact
your advisor. Some advisors may charge a fee and may set different minimums on redemptions
of accounts.
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Through
the mail
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Send
a letter of instruction to: Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074.
Be sure to include the registered owner’s name, fund and account number, and number
of shares or dollar value you wish to sell.
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Through
express delivery
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Send
a letter of instruction to: Virtus Mutual Funds, 4400 Computer Drive, Westborough, MA
01581-1722. Be sure to include the registered owner’s
name, fund and account number, and number
of shares or dollar value you wish to sell.
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By
telephone
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For
sales up to $50,000, requests can be made by calling 800- 243-1574.
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By
telephone exchange
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Call
us at 800-243-1574 (press 1, then 0).
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Class
R6 Shares Only
If you
are participating in an employer sponsored retirement plan, such as a 401(k) plan, profit-sharing plan, defined benefit plan or
other employer-directed plan, your company will provide you with the information you need to sell Class R6 Shares.
All
Share Classes
You have
the right to have the funds buy back shares at the NAV next determined after receipt of a redemption request in good order by
the funds' Transfer Agent or an authorized agent. In the case of a Class B Share or Class C Share redemption, and certain Class
A Share redemptions, you will be subject to the applicable contingent deferred sales charge, if any, for such shares. Subject
to certain restrictions, shares may be redeemed by telephone or in writing. In addition, shares may be sold through securities
dealers, brokers or agents who may charge customary commissions or fees for their services. The funds do not charge any redemption
fees. Payment for shares redeemed is generally made within seven days; however, redemption proceeds will not be disbursed until
each check used for purchases of shares has been cleared for payment by your bank, which may take up to 15 days after receipt
of the check.
The
section “Things You Should Know When Selling Shares” on page 85 of the statutory prospectus is hereby replaced
with the following:
Things
You Should Know When Selling Shares
You may
realize a taxable gain or loss (for federal income tax purposes) if you redeem or exchange shares of the funds.
Class
A Shares, Class B Shares, Class C Shares and Class I Shares
Redemption
requests will not be honored until all required documents, in proper form, have been received. Additional documentation will be
required for redemptions by organizations, fiduciaries, or retirement plans, or if a redemption is requested by anyone but the
shareholder(s) of record. To avoid delay in redemption or transfer, shareholders having questions about specific requirements
should contact the funds’ Transfer Agent at 800-243-1574.
Transfers
between broker-dealer “street” accounts are governed by the accepting broker-dealer. Questions regarding this type
of transfer should be directed to your financial advisor.
As stated
in the applicable account applications, accounts associated with certain types of retirement plans and individual retirement accounts
may incur fees payable to the Transfer Agent in the event of redeeming an account in full. Shareholders with questions about this
should contact the funds’ Transfer Agent at 800-243-1574.
Redemptions
by Mail
➔
If you are selling shares held individually, jointly, or as custodian under the Uniform Gifts to Minors Act or Uniform Transfers
to Minors Act:
Send
a clear letter of instruction if both of these apply:
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The
proceeds do not exceed $50,000.
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The
proceeds are payable to the registered owner at the address on record.
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Send
a clear letter of instruction with a signature guarantee when any of these apply:
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·
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You
are selling more than $50,000 worth of shares.
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The
name or address on the account has changed within the last 30 days.
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·
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You
want the proceeds to go to a different name or address than on the account.
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➔
If you are selling shares held in a corporate or fiduciary account, please contact the funds’ Transfer Agent at 800-243-1574.
The signature
guarantee, if required, must be a STAMP 2000 Medallion guarantee made by an eligible guarantor institution as defined by the funds’
Transfer Agent in accordance with its signature guarantee procedures. Guarantees using previous technology medallions will not
be accepted. As of the date of this prospectus, the Transfer Agent’s signature guarantee procedures generally permit guarantees
by banks, broker-dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies
and savings associations.
Selling
Shares by Telephone
The Transfer
Agent will use reasonable procedures to confirm that telephone instructions are genuine. Address and bank account information
are verified, redemption instructions are taped, and all redemptions are confirmed in writing.
The individual
investor bears the risk from instructions given by an unauthorized third party that the Transfer Agent reasonably believed to
be genuine.
The Transfer
Agent may modify or terminate the telephone redemption privilege at any time with 60 days’ notice to shareholders, except
for instances of disruptive trading or market timing; in such cases, the telephone redemption privilege may be suspended immediately,
followed by written notice. (See “Disruptive Trading and Market Timing” in this prospectus.)
During
times of drastic economic or market changes, telephone redemptions may be difficult to make or temporarily suspended; however,
shareholders would be able to make redemptions through other methods described above.
Class
R6 Shares Only
If you
are participating in an employer sponsored retirement plan, such as a 401(k) plan, profit-sharing plan, defined benefit plan or
other employer-directed plan, your company will provide you with the information you need to open an account and buy or sell Class
R6 Shares
All
Share Classes
Payment
of Redemptions In Kind
Each
fund reserves the right to pay large redemptions “in kind” (i.e., in securities owned by the fund) rather than in
cash. Large redemptions are those that exceed $250,000 or 1% of the fund’s net assets, whichever is less, over any 90-day
period. Additional documentation will be required for redemptions by organizations, fiduciaries, or retirement plans, or if a
redemption is requested by anyone but the shareholder(s) of record. Investors who are paid redemption proceeds in kind will receive
a pro rata share of the fund’s portfolio, which may include illiquid securities. Any securities received remain at market
risk until sold. Brokerage commissions and capital gains may be incurred when converting securities received into cash. On any
illiquid securities received, the investor will bear the risk of not being able to sell the securities at all.
Investors
should retain this supplement with the
Prospectuses
for future reference.
VET 8019
MCV&SCC AddRShares (11/14)
Virtus
Mid-Cap Value Fund
and
Virtus Small-Cap Core Fund,
each
a series of Virtus Equity Trust
Supplement
dated November 12, 2014 to the
Statement
of Additional Information (“SAI”) dated July 29, 2014
Important
Notice to Investors
Effective
November 12, 2014, Virtus Mid-Cap Value Fund and Virtus Small-Cap Core Fund began offering Class R6 Shares, in addition to the
share classes already offered by each fund. Accordingly, the SAI is hereby amended to add the following disclosures.
The fund
and ticker symbol table on the front cover of the SAI is hereby revised to add a column entitled “Class R6 Shares”
and to include the ticker symbol VMVRX in the row for Virtus Mid-Cap Value Fund and VSCRX in the row for Virtus
Small-Cap Core Fund and leaving blank the new Class R6 column in each of the rows for the other funds named in the table.
Under
“Other Virtus Mutual Funds” on page 11, the rows shown below are hereby revised to indicate that each of these funds
offers Class R6 Shares, leaving blank the new Class R6 column in each of the rows for the other funds named in the table:
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Trust
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Fund
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Class/Shares
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R6
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Virtus
Alternative Trust
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Alternative
Total Solution Fund
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X
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Virtus
Insight Trust
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Emerging
Markets Opportunities Fund
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X
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Virtus
Opportunities Trust
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Dynamic
AlphaSector Fund
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X
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Foreign
Opportunities Fund
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X
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Multi-Sector
Intermediate Bond Fund
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X
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International
Small-Cap Fund
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X
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Premium
AlphaSector Fund
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X
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Real
Estate Securities Fund
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X
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Under
“Investment Advisory Agreement and Expense Limitation Agreement” on page 79, the table showing expense limitations
is hereby revised to include the following information regarding expense limitations applicable to the new Class R6 Shares for
the fund indicated:
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Fund
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Class
R6 Shares
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Mid-Cap
Value Fund
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1.07%
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Under
“Dealer Concessions” beginning on page 84, a subheading “Class A, Class B, Class C and Class I Shares Only”
is added to indicate that the existing disclosure applies only to those share classes. Following the existing disclosure in this
section, the following is hereby added:
Class
R6 Shares Only
No
compensation, administrative payments, sub-transfer agency payments or service payments are paid to brokers or other entities
from fund assets or the Distributor’s or an affiliate’s resources on sales of or investments in Class R6 Shares. Class
R6 Shares do not carry sales commissions or pay Rule 12b-1 fees, or make payments to brokers or other entities to assist in, or
in connection with, the sale of the fund’s shares.
The disclosure
under “How to Buy Shares” on page 95 is hereby revised to include the following information after the first paragraph:
For
Class R6 Shares, there is no minimum initial investment and there is no minimum for additional purchases. R6 Shares are available
only to certain employer-sponsored retirement plans, including Section 401(k), 403(b) and 457, profit-sharing, money purchase
pension and defined benefit plans and non-qualified deferred compensation plans, in each case provided that plan level or omnibus
accounts are held on the books of the fund. If you are participating in an employer sponsored retirement plan, such as a 401(k)
plan, profit-sharing plan, defined benefit plan or other employer-directed plan, your company will provide you with the information
you need to open an account and buy Class R6 Shares.
The following
disclosure is hereby added under “Alternative Purchase Arrangement?” on page 97 of the SAI after the description of
Class I Shares:
Class
R6 Shares
Class
R6 Shares are available only to employer sponsored retirement plans, including profit-sharing and money purchase pension plans,
defined benefit plans and non-qualified deferred compensation plans, and plans described in Section 401(k), 403(b) and 457 of
the Internal Revenue Code, where the employer, administrator, sponsor or related person has entered into an agreement with the
fund’s Transfer Agent to make Class R6 Shares available to plan participants where plan level or omnibus accounts are held
on the books of the fund. Class R6 Shares are not available to traditional or Roth IRAs, Coverdell Savings Accounts, Keoghs, SEPs,
SARSEPs, or Simple IRAs and are not available through retail, advisory fee-based wrap platforms. Individual shareholders who purchase
Class R6 Shares through retirement platforms or other intermediaries are not eligible to hold Class R6 Shares outside of their
respective plan or intermediary platform. If you are eligible to purchase and do purchase Class R6 Shares, you will pay no sales
charge at any time. There are no distribution and service fees applicable to Class R6 Shares.
Under
“How to Redeem Shares” on page 100 of the SAI, a subheading “Class A, Class B, Class C and Class I Shares Only”
is added to indicate that the existing disclosure applies only to those share classes. Following the existing disclosure in this
section, the following is hereby added:
Class
R6 Shares Only
If
you are participating in an employer sponsored retirement plan, such as a 401(k) plan, profit-sharing plan, defined benefit plan
or other employer-directed plan, your company will provide you with the information you need to sell Class R6 Shares.
Investors
should retain this supplement with the
SAI
for future reference.
VET 8019B
SAI MCV&SCC AddRShares (11/14)
VIRTUS EQUITY TRUST
PART C — OTHER INFORMATION
(a) Agreement and Declaration of Trust.
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1.
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Agreement and Declaration of Trust of the Registrant, dated August 17, 2000, filed via EDGAR
(as Exhibit a) with Post-Effective Amendment No. 69 (File No. 002-16590) on October 30, 2000, and incorporated herein by reference.
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2.
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Amendment to the Declaration of Trust of the Registrant, dated November 16, 2006, filed via EDGAR
(as Exhibit a.2) with Post-Effective Amendment No.85 (File No. 002-16590) on October 25, 2007 and incorporated herein by reference.
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(b) Bylaws.
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1.
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Amended and Restated By-Laws of the Registrant dated November 16, 2005, filed via EDGAR (as Exhibit
b.1) with Post-Effective Amendment No. 84 (File No. 002-16590) on October 27, 2006 and incorporated herein by reference.
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2.
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Amendment No. 1 to the Amended and Restated By-Laws of the Registrant, dated August 23, 2006, filed
via EDGAR (as Exhibit b.2) with Post-Effective Amendment No. 84 (File No. 002-16590) on October 27, 2006 and incorporated herein
by reference.
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3.
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Amendment No. 2 to the Amended and Restated By-Laws of the Registrant, dated November 17, 2011,
filed via EDGAR (as Exhibit b.3) with Post-Effective Amendment No. 95 (File No. 002-16590) on July 27, 2012 and incorporated herein
by reference.
|
|
|
(c)
|
See Articles III, V and VI of Registrant’s Agreement and Declaration of Trust and Articles II, VII and VIII of Registrant’s
By-Laws, each as amended.
|
(d) Investment Advisory Contracts.
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|
1.
|
Amended and Restated Investment Advisory Agreement between Registrant and Virtus Investment Advisors,
Inc. (“VIA”) effective November 20, 2002, filed via EDGAR (as Exhibit d.1.i) with Post-Effective Amendment No. 74 (File
No. 002-16590) on October 28, 2003 and incorporated herein by reference.
|
|
|
a)
|
First Amendment to the Amended and Restated Investment Advisory Agreement between Registrant and
VIA, made as of October 21, 2004, filed via EDGAR (as Exhibit d.1.ii) with Post-Effective Amendment No. 79 (File No. 002-16590)
on October 21, 2004 and incorporated herein by reference.
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|
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b)
|
Second Amendment to the Amended and Restated Investment Advisory Agreement between Registrant and
VIA dated July 29, 2005, filed via EDGAR (as Exhibit d.1.iii) with Post-Effective Amendment No. 83 (File No. 002-16590) on October
25, 2005 and incorporated herein by reference.
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|
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c)
|
Third Amendment to the Amended and Restated Investment Advisory Agreement between Registrant and
VIA dated July 13, 2007, filed via EDGAR (as Exhibit d.1.iv) with Post-Effective Amendment No. 85 (File No. 002-16590) on October
25, 2007 and incorporated herein by reference.
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|
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d)
|
Fourth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA
dated March 10, 2008, filed via EDGAR (as Exhibit d.1.v) with Post-Effective Amendment No. 89 (File No. 002-16590) on June 6, 2008
and incorporated herein by reference.
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|
|
e)
|
Fifth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA
dated June 22, 2009, filed via EDGAR (as Exhibit d.1.vi) with Post-Effective Amendment No. 91 (File No. 002-16590) on June 22,
2009 and incorporated herein by reference.
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|
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f)
|
Sixth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA
effective January 1, 2010, filed via EDGAR (as Exhibit d.1.vii) with the Registration Statement (File No. 333-165702) on Form N-14
on March 25, 2010 and incorporated herein by reference.
|
|
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g)
|
Seventh Amendment to Amended and Restated Investment Advisory Agreement between Registrant and
VIA effective June 25, 2010, filed via EDGAR (as Exhibit d.1.viii) with Post-Effective Amendment No. 92 (File No. 002-16590) on
July 28, 2010 and incorporated herein by reference.
|
|
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2.
|
Subadvisory Agreement between VIA and Euclid Advisors, LLC (“Euclid”) dated September
30, 2011, filed via EDGAR (as Exhibit d.3) with Post-Effective Amendment No. 95 (File No. 002-16590) on July 27, 2012 and incorporated
herein by reference.
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|
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3.
|
Subadvisory Agreement between VIA and Kayne Anderson Rudnick Investment Management, LLC (“Kayne
Anderson Rudnick”) dated March 10, 2008, filed via EDGAR (as Exhibit d.4.a) with Post-Effective Amendment No. 89 (File No.
002-16590) on June 6, 2008 and incorporated herein by reference.
|
|
|
a)
|
First Amendment to Subadvisory Agreement between VIA and Kayne Anderson Rudnick dated June 22,
2009, filed via EDGAR (as Exhibit d.4.b) with Post-Effective Amendment No. 91 (File No. 002-16590) on June 22, 2009 and incorporated
herein by reference.
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|
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b)
|
Second Amendment to Subadvisory Agreement between VIA and Kayne Anderson Rudnick dated September
1, 2009, filed via EDGAR (as Exhibit d.4.c) with the Registration Statement (File No. 333-163916) on Form N-14 on December 22,
2009 and incorporated herein by reference.
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|
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c)
|
Third Amendment to Subadvisory Agreement between VIA and Kayne Anderson Rudnick dated January 1,
2010, filed via EDGAR (as Exhibit d.4.d) with the Registration Statement (File No. 333-165702) on Form N-14 on March 25, 2010 and
incorporated herein by reference.
|
|
|
d)
|
Fourth Amendment to Subadvisory Agreement between VIA and Kayne Anderson Rudnick dated September
30, 2011, filed via EDGAR (as Exhibit d.4.e) with Post-Effective Amendment No. 95 (File No. 002-16590) on July 27, 2012 and incorporated
herein by reference.
|
|
|
4.
|
Subadvisory Agreement between VIA and Kayne Anderson Rudnick dated February 22, 2012, filed via
EDGAR (as Exhibit d.4.f) with Post-Effective Amendment No. 95 (File No. 002-16590) on July 27, 2012 and incorporated herein by
reference.
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|
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5.
|
Subadvisory Agreement between VIA and Newfleet Asset Management, LLC (formerly SCM Advisors, LLC)
(“Newfleet”) dated June 8, 2009, filed via EDGAR (as Exhibit d.5.a) with Post-Effective Amendment No. 91 (File No.
002-16590) on June 22, 2009 and incorporated herein by reference.
|
|
|
a)
|
First Amendment to Subadvisory Agreement between VIA and Newfleet dated January 1, 2010, filed
via EDGAR (as Exhibit d.5.b) with the Registration Statement (File No. 333-165702) on Form N-14 on March 25, 2010 and incorporated
herein by reference.
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|
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6.
|
Subadvisory Agreement between VIA and QS Investors, LLC (“QS”) dated June 10, 2013,
filed via Edgar (as Exhibit d.6) with Post-Effective Amendment No. 97 (File No. 002-16590) on July 26, 2013 and incorporated herein
by reference.
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|
|
7.
|
Subadvisory Agreement between VIA and Sasco Capital, Inc. (“Sasco”) dated October 21,
2004, filed via EDGAR (as Exhibit d.2.a) with Post-Effective Amendment No. 79 (File No. 002-16590) on October 21, 2004 and incorporated
herein by reference.
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|
|
a)
|
First Amendment to Subadvisory Agreement between VIA and Sasco, dated September 1, 2006, filed
via EDGAR (as Exhibit d.2.b) with Post-Effective Amendment No. 84 (File No. 002-16590) on October 27, 2006 and incorporated herein
by reference.
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|
|
b)
|
Second Amendment to Subadvisory Agreement between VIA and Sasco dated January 1, 2010, filed via
EDGAR (as Exhibit d.2.c) with the Registration Statement (File No. 333-165702) on Form N-14 on March 25, 2010 and incorporated
herein by reference.
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(e) Underwriting Agreement
|
|
1.
|
Underwriting Agreement between Registrant and VP Distributors, LLC (“VP Distributors”),
made as of November 19, 1997, filed via EDGAR (as Exhibit 6.1) with Post-Effective Amendment No. 64 (File No. 002-16590) on October
6, 1998 and incorporated herein by reference.
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|
|
2.
|
Form of Sales Agreement between VP Distributors and dealers (April 1, 2014), filed via EDGAR (as
Exhibit e.2) with Post-Effective Amendment No. 99 (File No. 002-16590) on July 28, 2014, and incorporated herein by reference.
|
(f) None.
(g) Custodian Agreement
|
|
1.
|
Master Custody Agreement between Registrant and JPMorgan Chase Bank, N.A., dated March 1, 2013,
filed via EDGAR (as Exhibit g.1) with Post-Effective Amendment No. 56 to the Registration Statement of Virtus Insight Trust (“VIT”)
(File No. 033-64915) on April 29, 2013 and incorporated herein by reference.
|
(h) Other Material Contracts
|
|
1.
|
Amended and Restated Transfer Agency and Service Agreement between Virtus Mutual Funds and VP Distributors
(since assigned to Virtus Fund Services, LLC (“Virtus Fund Services”)) dated January 1, 2010, filed via EDGAR (as Exhibit
h.6) with Post-Effective Amendment No. 50 to VIT’s Registration Statement (File No. 033-64915) on February 25, 2010, and
incorporated herein by reference.
|
|
|
a)
|
Amendment to Amended and Restated Transfer Agency and Service Agreement between Virtus Mutual Funds
and VP Distributors (since assigned to Virtus Fund Services) dated April 14, 2010, filed via EDGAR (as Exhibit h.8) with Post-Effective
Amendment No. 51 to VIT’s Registration Statement (File No. 033-64915) on April 28, 2010 and incorporated herein by reference.
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|
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b)
|
Second Amendment to Amended and Restated Transfer Agent and Service Agreement between the Virtus
Mutual Funds and VP Distributors (since assigned to Virtus Fund Services) dated March 15, 2011, filed via EDGAR (as Exhibit h.16),
with Post-Effective Amendment No. 52 to VIT’s Registration Statement (File No. 033-64915) on April 28, 2011 and incorporated
herein by reference.
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|
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c)
|
Third Amendment to Amended and Restated Transfer Agency and Service Agreement between Virtus Mutual
Funds and Virtus Fund Services dated January 1, 2013, filed via EDGAR (as Exhibit h.1.c) with Post-Effective Amendment No. 56 to
VIT’s Registration Statement (File No. 033-64915) on April 29, 2013 and incorporated herein by reference.
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|
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2.
|
Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, VP Distributors (since
assigned to Virtus Fund Services) and BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”), dated April 15, 2011,
filed via EDGAR (as Exhibit h.6) with Post-Effective Amendment No.54 to VIT’s Registration Statement (File No. 033-64915)
on April 27, 2012 and incorporated herein by reference.
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|
|
a)
|
Adoption and Amendment Agreement among the Registrant, Virtus Alternative Solutions Trust (“VAST”),
VIT, Virtus Opportunities Trust (“VOT”), Virtus Fund Services and BNY Mellon filed via EDGAR with Pre-effective Amendment
No. 4 to VAST’s Registration Statement (File No. 333-191940) on April 4, 2014, and incorporated herein by reference.
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|
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b)
|
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, VAST,
VIT, VOT, Virtus Fund Services and BNY Mellon filed via EDGAR (as Exhibit h.2.a) with Post-effective Amendment No. 4 to VAST’s
Registration Statement (File No. 333-191940) on September 8, 2014, and incorporated herein by reference.
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|
|
c)
|
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, VAST,
VET, VOT, Virtus Fund Services and BNY Mellon effective November 12, 2014, to be filed by amendment.
|
|
|
3.
|
Amended and Restated Administration Agreement between Virtus Mutual Funds and VP Distributors (since
assigned to Virtus Fund Services) effective January 1, 2010, filed via EDGAR (as Exhibit h.4) with Post-Effective Amendment No.
50 to VIT’s Registration Statement (File No. 033-64915) on February 25, 2010, and incorporated herein by reference.
|
|
|
a)
|
First Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and
VP Distributors (since assigned to Virtus Fund Services) effective April 14, 2010, filed via EDGAR (as Exhibit h.8) with Post-Effective
Amendment No. 52 to VIT’s Registration Statement (File No. 033-64915) on April 28, 2011 and incorporated herein by reference.
|
|
|
b)
|
Second Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and
VP Distributors (since assigned to Virtus Fund Services) effective June 30, 2010, filed via EDGAR (as Exhibit h.9) with Post-Effective
Amendment No. 52 to VIT’s Registration Statement (File No. 033-64915) on April 28, 2011 and incorporated herein by reference.
|
|
|
c)
|
Third Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and
VP Distributors (since assigned to Virtus Fund Services) dated September 14, 2010, filed via
|
EDGAR (as Exhibit h.10), with Post-Effective
Amendment No. 52 to VIT’s Registration Statement (File No. 033-64915) on April 28, 2011 and incorporated herein by reference.
|
|
d)
|
Fourth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and
VP Distributors (since assigned to Virtus Fund Services) dated January 1, 2011, filed via EDGAR (as Exhibit h.11), with Post-Effective
Amendment No. 52 to VIT’s Registration Statement (File No. 033-64915) on April 28, 2011 and incorporated herein by reference.
|
|
|
e)
|
Fifth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and
VP Distributors (since assigned to Virtus Fund Services) dated March 15, 2011, filed via EDGAR (as Exhibit h.12), with Post-Effective
Amendment No. 52 to VIT’s Registration Statement (File No. 033-64915) on April 28, 2011 and incorporated herein by reference.
|
|
|
f)
|
Sixth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and
VP Distributors (since assigned to Virtus Fund Services), dated August 28, 2012, filed via EDGAR (as Exhibit h.3.f) with Post-Effective
Amendment No. 56 to VIT’s Registration Statement (File No. 033-64915) on April 29, 2013 and incorporated herein by reference.
|
|
|
g)
|
Seventh Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds
and VP Distributors (since assigned to Virtus Fund Services), dated December 18, 2012, filed via EDGAR (as Exhibit h.3.g) with
Post-Effective Amendment No. 56 to VIT’s Registration Statement (File No. 033-64915) on April 29, 2013 and incorporated herein
by reference.
|
|
|
h)
|
Eighth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and
Virtus Fund Services, dated June 10, 2013, filed via EDGAR (as Exhibit h.3.h), with Post-Effective Amendment No. 64 to the Registration
Statement of VOT (File No. 033-65137) on June 10, 2013 and incorporated herein by reference.
|
|
|
i)
|
Ninth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and
Virtus Fund Services, dated December 18, 2013, filed via EDGAR (as Exhibit h.3.i), with Post-Effective Amendment No. 70 to VOT’s
Registration Statement (File No. 033-65137) on January 27, 2014 and incorporated herein by reference.
|
|
|
j)
|
Tenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and
Virtus Fund Services, dated November 13, 2014, filed via EDGAR (as Exhibit h.3.j) with Post-Effective Amendment No. 74 to VOT’s
Registration Statement (File No. 033-65137) on November 12, 2014, and incorporated herein by reference.
|
|
|
4.
|
Sub-Administration and Accounting Services Agreement among the Registrant, VIT, VOT, VP Distributors
(since assigned to Virtus Fund Services) and BNY Mellon dated January 1, 2010, filed via EDGAR (as Exhibit h.5) with Post-Effective
Amendment No. 50 to VIT’s Registration Statement (File No. 033-64915) on February 25, 2010 and incorporated herein by reference.
|
|
|
a)
|
First Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, VIT,
VOT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon dated June 30, 2010 filed via EDGAR (as Exhibit h.13)
with Post-Effective Amendment No. 52 to VIT’s Registration Statement (File No. 033-64915) on April 28, 2011 and incorporated
herein by reference.
|
|
|
b)
|
Second Amendment to Sub-Administration and Accounting Services Agreement among the Registrant,
VIT, VOT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon dated September 14, 2010 filed via EDGAR (as
Exhibit h.14.) with Post-Effective Amendment No. 52 to VIT’s Registration Statement (File No. 033-64915) on April 28, 2011
and incorporated herein by reference.
|
|
|
c)
|
Third Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, VIT,
VOT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon dated March 15, 2011 filed via EDGAR (as Exhibit h.15.)
with Post-Effective Amendment No. 52 to VIT’s Registration Statement (File No. 033-64915) on April 28, 2011 and incorporated
herein by reference.
|
|
|
d)
|
Fourth Amendment to Sub-Administration and Accounting Services Agreement among the Registrant,
VIT, VOT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon dated August 28, 2012, filed via EDGAR (as Exhibit
h.4.d) with Post-Effective Amendment No. 56 to VIT’s Registration Statement (File No. 033-64915) on April 29, 2013 and incorporated
herein by reference.
|
|
|
e)
|
Fifth Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, VIT,
VOT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon dated December 18, 2012, filed via EDGAR (as Exhibit
h.4.e) with Post-Effective Amendment No. 56 to VIT’s Registration Statement (File No. 033-64915) on April 29, 2013 and incorporated
herein by reference.
|
|
|
f)
|
Sixth Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, VIT,
VOT, Virtus Fund Services and BNY Mellon, dated June 10, 2013, filed via EDGAR (as Exhibit h.4.f) with Post-Effective Amendment
No. 64 to VOT’s Registration Statement (File No. 033-65137) on June 10, 2013, and incorporated herein by reference.
|
|
|
g)
|
Seventh Amendment to Sub-Administration and Accounting Services Agreement among the Registrant,
VIT, VOT, Virtus Fund Services and BNY Mellon, dated December 18, 2013, filed via EDGAR (as Exhibit h.4.g) with Post-Effective
Amendment No. 70 to VOT’s Registration Statement (File No. 033-65137) on January 27, 2014, and incorporated herein by reference.
|
|
|
h)
|
Joinder Agreement and Amendment to Sub-Administration and Accounting Services Agreement among the
Registrant, VAST, VIT, VOT, Virtus Variable Insurance Trust (“VVIT”), VATS Offshore Fund, Ltd. (“VATS”),
Virtus Fund Services and BNY Mellon dated February 24, 2014, filed via EDGAR (as Exhibit h.4.h) with Pre-Effective Amendment No.
3 to VAST’s Registration Statement (File No. 333-191940) on March 28, 2014, and incorporated herein by reference.
|
|
|
i)
|
Amended Exhibit B to Sub-Administration and Accounting Services Agreement among the Registrant,
VAST, VET, VOT, VVIT, VATS, Virtus Fund Services and BNY Mellon, dated November 17, 2014, to be filed by amendment.
|
|
|
5.
|
Ninth Amended and Restated Expense Limitation Agreement between Registrant and VIA effective as of January 1, 2013, filed via
EDGAR (as Exhibit h.6) with Post-Effective Amendment No. 97 (File No. 002-16590) on July 26, 2013 and incorporated herein by reference.
|
|
|
6.
|
Amended and Restated Fee Waiver Agreement between Registrant and VP Distributors effective as of June 30, 2011, filed via EDGAR
(as Exhibit h.6) with Post-Effective Amendment No. 95 (File No. 002-16590) on July 27, 2012 and incorporated herein by reference.
|
|
|
7.
|
Fee Waiver Agreement between Registrant and VIA effective as of October 26, 2012, filed via EDGAR (as Exhibit h.8) with Post-Effective
Amendment No. 97 (File No. 002-16590) on July 26, 2013 and incorporated herein by reference.
|
|
|
8.
|
Form of Indemnification Agreement with each trustee of Registrant, effective as of March 18, 2013, filed via EDGAR (as Exhibit
h.9) with Post-Effective Amendment No. 97 (File No. 002-16590) on July 26, 2013 and incorporated herein by reference.
|
(i) Legal Opinion
|
|
1.
|
*Opinion as to legality of the shares filed via EDGAR herewith.
|
|
|
2.
|
*Consent of Sullivan & Worcester, filed via EDGAR herewith.
|
(j) Other Opinions
|
|
1.
|
* Consent of Independent Registered Public Accounting Firm, filed via EDGAR herewith.
|
(k) Not applicable.
(l) Not applicable.
(m) Rule 12b-1 Plans
|
|
1.
|
Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended (the “1940 Act”), effective March 1, 2007, filed via EDGAR (as Exhibit m.1) with
Post-Effective Amendment No. 85 (File No. 002-16590) on October 25, 2007 and incorporated herein by reference.
|
|
|
a)
|
Amendment No. 1 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1
under the 1940 Act effective March 10, 2008, filed via EDGAR (as Exhibit m.4) with Post-Effective Amendment No. 88 (File No. 002-16590)
on March 10, 2008 and incorporated herein by reference.
|
|
|
b)
|
Amendment No. 2 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1
under the 1940 Act dated June 22, 2009, filed via EDGAR (as Exhibit m.7) with Post-Effective Amendment No. 91 (File No. 002-16590)
on June 22, 2009 and incorporated herein by reference.
|
|
|
2.
|
Class B Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act
effective March 1, 2007, filed via EDGAR (as Exhibit m.3) with Post-Effective Amendment No. 88 (File No. 002-16590) on March 10,
2008 and incorporated herein by reference.
|
|
|
a)
|
Amendment No. 1 to Class B Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1
under the 1940 Act effective March 10, 2008, filed via EDGAR (as Exhibit m.5) with Post-Effective Amendment No. 88 (File No. 002-16590)
on March 10, 2008 and incorporated herein by reference.
|
|
|
3.
|
Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act
effective March 1, 2007, filed via EDGAR (as Exhibit m.2) with Post-Effective Amendment No. 85 (File No. 002-16590) on October
25, 2007 and incorporated herein by reference.
|
|
|
a)
|
Amendment No. 1 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1
under the 1940 Act effective March 10, 2008, filed via EDGAR (as Exhibit m.6) with Post-Effective Amendment No. 88 (File No. 002-16590)
on March 10, 2008 and incorporated herein by reference.
|
|
|
b)
|
Amendment No. 2 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1
under the 1940 Act effective June 22, 2009, filed via EDGAR (as Exhibit m.8) with Post-Effective Amendment No. 91 (File No. 002-16590)
on June 22, 2009 and incorporated herein by reference.
|
(n) Rule 18f-3 Plan
|
|
1.
|
Amended and Restated Plan pursuant to Rule 18f-3 under the Investment Company Act of 1940 effective
as of August 21, 2014, filed via EDGAR (as Exhibit n.1) with Post-Effective Amendment No. 74 to VOT’s Registration Statement
(File No. 033-65137) on November 12, 2014, and incorporated herein by reference.
|
|
|
a)
|
First Amendment to Amended and Restated Plan pursuant to Rule 18f-3 under the Investment Company
Act of 1940, effective as of November 13, 2014, filed via EDGAR (as Exhibit n.1.a) with Post-Effective Amendment No. 74 to VOT’s
Registration Statement (File No. 033-65137) on November 12, 2014, and incorporated herein by reference.
|
(o) Reserved
(p) Codes of Ethics
|
|
1.
|
Amended and Restated Code of Ethics of the Virtus Mutual Funds dated March 25, 2014, filed via
EDGAR (as Exhibit p.1) with Pre-effective Amendment No. 3 to VAST’s Registration Statement (File No. 333-191940) on March
28, 2014 and incorporated herein by reference.
|
|
|
2.
|
Amended and Restated Code of Ethics of VIA, VP Distributors and other Virtus Affiliates dated July
1, 2014, filed via EDGAR (as Exhibit p.2) with Post-effective Amendment No. 4 to VAST’s Registration Statement (File No.
333-191940) on September 8, 2014, and incorporated herein by reference.
|
|
|
3.
|
Code of Ethics of QS dated August 17, 2012, filed via EDGAR (as Exhibit p.3) with Post-Effective
Amendment No. 97 (File No. 002-16590) on July 26, 2013 and incorporated herein by reference.
|
|
|
4.
|
Code of Ethics of Sasco filed via EDGAR (as Exhibit p.3) with Post-Effective Amendment No. 95 (File
No. 002-16590) on July 27, 2012 and incorporated herein by reference.
|
|
|
(q)
|
Power of Attorney for all Trustees, dated June 2, 2010, filed via EDGAR with Post-Effective Amendment
No. 92 (File No. 002-16590) on July 28, 2010 and incorporated herein by reference.
|
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 16 of the Underwriting Agreement incorporated
herein by reference to Exhibit 6.1 of the Registrant’s Registration Statement filed on October 6, 1998. Indemnification of
Registrant’s Custodian is provided for in section 7 of the Master Global Custody Agreement incorporated herein by reference
to Exhibit G.1 of the Registration Statement of VIT (File No. 033-64915) filed on April 29, 2013. 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.6 of the Registration Statement of VIT (File No. 033-64915) filed on February 25, 2010. The Trust has
entered into Indemnification Agreements with each trustee dated March 18, 2013, the form of which is incorporated herein by
reference to Exhibit H.9 of Post-effective
Amendment No. 97 to the Registrant’s Registration Statement filed on July 26, 2013, 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 Exhibit A of
the Registrant’s Registration Statement filed on October 30, 2000, 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, 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 Exhibit B.1 of the Registrant’s Registration Statement
filed on October 27, 2006, 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, Master Global Custody Agreement, Sub-Administration Agreement and Sub-Transfer Agency and Service
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, the Registrant’s Trustees, and other registered investment management companies managed by VIA, 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 Adviser and Subadvisers, reference is made to the 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
|
|
Euclid
|
|
801-54263
|
|
Kayne Anderson Rudnick
|
|
801-24241
|
|
Newfleet
|
|
801-51559
|
|
QS Investors
|
|
801-70974
|
|
Sasco
|
|
801-25958
|
Item 32. Principal Underwriter
(a) VP Distributors, LLC serves
as the principal underwriter for the following registrants: Virtus Alternative Solutions Trust, Virtus Equity Trust, Virtus Insight
Trust, Virtus Opportunities Trust and Virtus Variable Insurance Trust.
(b) Directors and executive officers of VP
Distributors, 100 Pearl Street, Hartford, CT 06103 are as follows:
Name and Principal
Business Address
|
|
Positions and Offices with Distributor
|
|
Positions and Offices
with Registrant
|
|
George R. Aylward
|
|
Executive Vice President
|
|
President and Trustee
|
|
Kevin J. Carr
|
|
Vice President, Counsel and Secretary
|
|
Senior Vice President, Chief Legal Officer, Counsel and
Secretary
|
|
Nancy J. Engberg
|
|
Vice President and Assistant Secretary
|
|
Vice President and Chief Compliance Officer
|
|
David Hanley
|
|
Vice President and Treasurer
|
|
None
|
|
David C. Martin
|
|
Vice President and Chief Compliance Officer
|
|
None
|
|
Barry Mandinach
|
|
President
|
|
None
|
|
Francis G. Waltman
|
|
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 Investment Company Act of 1940 and the
Rules promulgated thereunder include:
|
Secretary of the Trust:
|
Principal Underwriter:
|
|
Kevin J. Carr, Esq.
100 Pearl Street
Hartford, CT 06103
|
VP Distributors, LLC
100 Pearl Street
Hartford, CT 06103
|
|
|
|
|
Investment Adviser:
|
Custodian:
|
|
Virtus Investment Advisers, Inc.
100 Pearl Street
Hartford, CT 06103
|
JPMorgan Chase Bank, National Association
One Chase Manhattan Plaza, 19
th
Floor
New York, NY 10005
|
|
|
|
|
Fund Accountant, Sub-Administrator, Sub-Transfer
Agent and Dividend Dispersing Agent:
|
Administrator and Transfer Agent:
|
|
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
|
Virtus Fund Services, LLC
100 Pearl Street
Hartford, CT 06103
|
|
|
|
|
Subadviser to: Balanced Fund and Tactical Allocation Fund
|
Subadviser to: Balanced Fund and Tactical Allocation Fund
|
|
Newfleet Asset Management, LLC
909 Montgomery Street, Fifth Floor
San Francisco, CA 94133
|
Euclid Advisors, LLC
100 Pearl Street
Hartford, CT 06103
|
|
|
|
|
Subadviser to: Growth & Income Fund
|
Subadviser to: Mid-Cap Core Fund, Mid-Cap Growth Fund, Quality Large-Cap Value Fund, Quality Small-Cap Fund, Small-Cap Core Fund, Small-Cap Sustainable Growth Fund and Strategic Growth Fund
|
|
QS Investors, LLC
|
Kayne Anderson Rudnick Investment
|
|
880 Third Avenue, 7
th
Floor
New York, New York 10022
|
Management, LLC
1800 Avenue of the Stars, 2
nd
Floor
Los Angeles, CA 90067
|
|
|
|
|
Subadviser to: Contrarian Value Fund
|
|
|
Sasco Capital, Inc.
10 Sasco Hill Road
Fairfield, CT 06824
|
|
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
PART C — OTHER INFORMATION
Exhibit List
|
i.1
|
Opinion of Counsel as to legality of shares
|
|
|
|
|
i.2
|
Consent of Sullivan & Worcester
|
|
|
|
|
j.1
|
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
certifies that it meets all of the requirements for effectiveness for this registration statement under Rule 485(b) of the
Securities Act and 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 12
th
day of November , 2014.
|
|
|
|
|
VIRTUS
EQUITY TRUST
|
|
|
|
|
By:
|
|
/s/
George R. Aylward
|
|
|
|
George
R. Aylward
|
|
|
|
President
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement has been
signed below by the following persons in the capacities indicated on the 12
th
day of November , 2014
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
|
|
|
/s/
George R. Aylward
George
R. Aylward
|
|
Trustee
and President (principal executive officer)
|
|
|
|
|
|
|
|
/s/
W. Patrick Bradley
W.
Patrick Bradley
|
|
Senior
Vice President, Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
|
/s/
Leroy Keith, Jr.
Leroy
Keith, Jr.*
|
|
Trustee
|
|
|
|
|
|
|
|
/s/
Philip R. McLoughlin
Philip
R. McLoughlin*
|
|
Trustee
and Chairman
|
|
|
|
|
|
|
|
/s/
Geraldine M. McNamara
Geraldine
M. McNamara*
|
|
Trustee
|
|
|
|
|
|
|
|
/s/
James M. Oates
James
M. Oates*
|
|
Trustee
|
|
|
|
|
|
|
|
/s/
Richard E. Segerson
Richard
E. Segerson*
|
|
Trustee
|
|
|
|
|
|
|
|
/s/
Ferdinand L.J. Verdonck
Ferdinand
L.J. Verdonck*
|
|
Trustee
|
|
|
|
|
|
|
|
*By
|
|
/s/
George R. Aylward
|
|
|
|
*George
R. Aylward, Attorney-in-Fact,
pursuant
to a power of attorney
|
