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‘485BPOS’ — Sga Global Growth Fund
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As filed with the Securities and Exchange Commission on March 15, 2024
Securities Act File No. 333-276018
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
☑
Pre-Effective Amendment No.
☐
Post-Effective Amendment No. 1
☒
VIRTUS EQUITY TRUST
(Exact Name of Registrant as Specified in Charter)
101 Munson
Street
Greenfield , MA 01301-9683
(Address of Principal Executive Offices)
(800) 243-1574
(Registrant’s Telephone Number, including Area Code)
JENNIFER FROMM, ESQ.
Vice President, Chief Legal Officer, Counsel and
Secretary for Registrant
101 Munson Street
Greenfield , MA 01301-9683
MARK D. PERLOW, ESQ.
Dechert LLP
One Bush
Street, Suite 1600
San Francisco , CA 94104
(Name and address of Agents for Service)
Approximate Date of Proposed Public Offering : As soon as practicable after the effective date of the Registration Statement.
No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended.
It is proposed that this filing will become effective
immediately upon filing, pursuant to Rule 485(b) under the Securities Act of 1933, as amended.
Title of Securities Being Registered: Class A,
Class C, Class I and Class R6 Shares of Virtus SGA Global Growth Fund
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 is being filed solely for the purpose of filing the final tax opinion as Exhibit 12 to the Registration Statement on
Form N-14 (File No. 333-276018 ), supporting the tax matters and consequences to shareholders in connection with the reorganization of Virtus Vontobel Global
Opportunities Fund, a series of Virtus Opportunities Trust, into Virtus SGA Global Growth Fund, a series of Virtus Equity Trust, as required by Item 16(12) of Form N-14. Part
A is incorporated herein by reference to the definitive Information Statement/Prospectus filed on Form N-14 on January 31, 2024 (Accession
No. 0001193125-24-021017). N-14 on January 31, 2024 (Accession No. 0001193125-24-021017).
VIRTUS EQUITY TRUST
PART C
OTHER INFORMATION
Item 15.
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 7(a). Indemnification of Registrant’s Custodian is provided for in Section 9.9, among others, of the Custody Agreement incorporated herein by reference to Exhibits 9(a) through 9(q).
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 13(a). The indemnification of Registrant’s Sub-Transfer Agent is provided for in Section 12, among others, of the Sub-Transfer Agency and Shareholder Services Agreement incorporated herein by reference to Exhibits
13(b) through 13(aa). The indemnification of Registrant’s Subadministrator and Accounting Agent is provided for in Section 11, among others, of the Sub-Administration and Accounting Services
Agreement incorporated by herein by reference to Exhibits 13(zz) through 13(zzz). The Trust has entered into Indemnification Agreements with each trustee, the form of which is incorporated herein by reference to Exhibits 13(bbbb) through 13(gggg),
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 1(a) through 1(e), 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 ;
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.
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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 of the Registrant ’s Bylaws incorporated herein by reference to Exhibit b, 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, 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.
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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.
1(a).
Agreement and Declaration of Trust of Virtus Equity Trust (“Registrant” or “VET” ), dated August 002-16590) on October
1(b).
Amendment to the Declaration of Trust of the Registrant, dated November 002-16590) on October
1(c).
Second Amendment to the Declaration of Trust of the Registrant, dated August 002-16590) on July
1(d).
Third Amendment to the Agreement and Declaration of Trust of the Registrant, dated November 002-16590) on April
1(e).
Fourth Amendment to the Agreement and Declaration of Trust of the Registrant, dated June 002-16590) on July
2(a).
Amended and Restated By-Laws of the Registrant dated November 002-16590) on October
2(b).
Amendment No.By-Laws of the Registrant, dated August 002-16590) on October
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2(c).
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.
2(d).
Amendment No. 3 to the Amended and Restated By-Laws of the Registrant, dated November
16, 2022, filed via EDGAR (as Exhibit b.4) with Post-Effective Amendment No. 141 (File No. 002-16590) on January 24, 2023, and incorporated herein by reference.
3.
Not applicable.
4.
Form of Agreement and Plan of Reorganization . Exhibit A to the Prospectus contained in Part A of this Registration Statement.
5.
None other than as set forth in Exhibits 1 and 2.
6(a).
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) with Post-Effective Amendment No. 74 (File No. 002-16590) on October 28, 2003, and incorporated herein by reference.
6(b).
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.4) with Post-Effective Amendment No. 79 (File No. 002-16590) on October 21, 2004, and incorporated herein by reference.
6(c).
Second Amendment to the Amended and Restated Investment Advisory Agreement between Registrant and VIA dated July
29, 2005, filed via EDGAR (as Exhibit d.3) with Post-Effective Amendment No. 83 (File No. 002-16590) on October 25, 2005, and incorporated herein by reference.
6(d).
Third Amendment to the Amended and Restated Investment Advisory Agreement between Registrant and VIA dated July
13, 2007, filed via EDGAR (as Exhibit d.7) with Post-Effective Amendment No. 85 (File No. 002-16590) on October 25, 2007, and incorporated herein by reference.
6(e).
Fourth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA dated March
10, 2008, filed via EDGAR (as Exhibit d.8) with Post-Effective Amendment No. 89 (File No. 002-16590) on June 6, 2008, and incorporated herein by reference.
6(f).
Fifth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA dated June
22, 2009, filed via EDGAR (as Exhibit d.15) with Post-Effective Amendment No. 91 (File No. 002-16590) on June 22, 2009, and incorporated herein by reference.
6(g).
Sixth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA effective January
1, 2010, filed via EDGAR (as Exhibit 6.p) 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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6(h).
Seventh Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA effective June 002-16590) on July
6(i).
Eighth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA effective May 002-16590) on December
6(j).
Ninth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA effective March 002-16590) on March
6(k).
Tenth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA effective DecemberN-14 (File No. 333-239625) on July
6(l).
Eleventh Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA effective MayN-14 (File No. 333-239625) on July
6(m).
Twelfth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA effective June 002-16590) on June
6(n).
Thirteenth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA effective January 002-16590) on January
6(o).
Fourteenth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA effective November 002-16590) on November
6(p).
Fifteenth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA effective December 002-16590) on December
6(q).
Sixteenth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA effective August 002-16590) on August
6(r).
Subadvisory Agreement among Registrant, VIA and Kayne Anderson Rudnick Investment Management, LLC (“KAR” ) dated March 002-16590) on June
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6(s).
First Amendment to Subadvisory Agreement among Registrant, VIA and KAR dated June 002-16590) on June
6(t).
Second Amendment to Subadvisory Agreement among Registrant, VIA and KAR dated September 333-163916) on Form N-14 on December
6(u).
Third Amendment to Subadvisory Agreement among Registrant, VIA and KAR dated January 333-165702) on Form N-14 on March
6(v).
Fourth Amendment to Subadvisory Agreement among Registrant, VIA and KAR dated September 002-16590) on July
6(w).
Subadvisory Agreement among Registrant, VIA and KAR dated February 002-16590) on July
6(x).
Subadvisory Agreement among Registrant, VIA and KAR dated November 002-16590) on April
6(y).
First Amendment to Subadvisory Agreement among Registrant, VIA and KAR dated JuneN-14 (File No. 333-239625) on July
6(z).
Subadvisory Agreement among Registrant, VIA and KAR dated March 002-16590) on March
6(aa).
Subadvisory Agreement among Registrant, VIA and KAR dated September 002-16590) on August
6(bb).
Subadvisory Agreement among Registrant, VIA and KAR dated December 002-16590) on December
6(cc).
Subadvisory Agreement among Registrant, VIA and KAR dated August 002-16590) on August
6(dd).
Subadvisory Agreement among Registrant, VIA and Newfleet Asset Management , LLC (formerly SCM Advisors, LLC) (“Newfleet” ) dated June 002-16590) on June
C-6
6(ee).
First Amendment to Subadvisory Agreement among Registrant, VIA and Newfleet dated January 333-165702) on Form N-14 on March
6(ff).
Transfer and Assumption Agreement dated July“VFIA” ) with respect to the subadvisory agreement with Newfleet dated as of June 002-16590) on January
6(gg).
Subadvisory Agreement among Registrant, VIA and Sustainable Growth Advisers, LP (“SGA” ) dated May 002-16590) on June
6(hh).
Subadvisory Agreement among Registrant, VIA and SGA dated May 002-16590) on June
6(ii).
First Amendment to Subadvisory Agreement among Registrant, VIA and SGA dated November 002-16590) on November
7(a).
Underwriting Agreement between Registrant and VP Distributors, LLC (formerly Phoenix Equity Planning Corporation) (“VP Distributors” ), made as of
November 002-16590) on October
7(b).
Form of Sales Agreement between VP Distributors and dealers, effective September 2019, filed via EDGAR (as Exhibit e.2) with Post-Effective
Amendment No. 41 to Virtus Alternative Solutions Trust’s (“VAST” ) Registration Statement (File No. 333-191940) on October 30, 2019, and incorporated herein by reference.
7(c).
Amended Annex A to Form of Sales Agreement between VP Distributors and dealers effective July 2023 filed via EDGAR (as Exhibit e.2.a) with Post-Effective
Amendment No. 130 to the Registration Statement of Virtus Opportunities Trust (“VOT” ) (File No. 033-65137) on September 26, 2023, and incorporated herein by reference.
8.
Deferred Compensation Plan effective April 002-16590) on January
9(a).
Custody Agreement between VAST and The Bank of New York Mellon dated March 21, 2014, filed via EDGAR (as Exhibit g.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.
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9(b).
Amendment to Custody Agreement between VAST and The Bank of New York Mellon effective May
19, 2015, filed via EDGAR (as Exhibit g.1.b) with Post-Effective Amendment No. 16 to VAST’s Registration Statement (File No. 333-191940) on May
29, 2015, and incorporated herein by reference.
9(c).
Amendment to Custody Agreement between VAST and The Bank of New York Mellon dated as of September
1, 2015, filed via EDGAR (as Exhibit g.1.c) with Post-Effective Amendment No. 24 to VAST’s Registration Statement (File No. 333-191940) on February
26, 2016, and incorporated herein by reference.
9(d).
Joinder Agreement and Amendment to Custody Agreement between VAST, (VET and VOT (VET and VOT collectively, “Virtus Mutual Funds” ),
VAT, Virtus Retirement Trust (“VRT” ; formerly known as Virtus Institutional Trust), Virtus Variable Insurance Trust (“VVIT” ) and The Bank of New York Mellon dated September 11, 2017, filed via EDGAR (as Exhibit g.1.d) with
Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference.
9(e).
Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VAT, VRT and VVIT and The Bank of New York Mellon dated as of December 1,
2018, filed via EDGAR (as Exhibit 9(e)) to VET’s Form N-14 (File No. 333-228766) on December 12, 2018, and incorporated herein by reference.
9(f).
Form of Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VAT, VRT and VVIT and The Bank of New York Mellon dated as of March 8,
2019, filed via EDGAR (as Exhibit g.1.e) with Post-Effective Amendment No. 82 to VVIT’s Registration Statement (File No. 033-05033) on April 22, 2019, and incorporated herein by reference.
9(g).
Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT and The Bank of New York Mellon dated as of May
22, 2019, filed via EDGAR (as Exhibit g.1.f) with Post-Effective Amendment No. 123 to VET’s Registration Statement (File No. 002-16590) on June
12, 2019, and incorporated herein by reference.
9(h).
Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT and The Bank of New York Mellon dated as of September 1,
2019, filed via EDGAR (as Exhibit g.1.g) with Post-Effective Amendment No. 105 (File No. 033-65137) on September 30, 2019, and incorporated herein by reference.
9(i).
Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT and The Bank of New York Mellon dated as of November 18,
2019, filed via EDGAR (as Exhibit g.1.h) with Post-Effective Amendment No. 109 (File No. 033-65137) on January 22, 2020, and incorporated herein by reference.
9(j).
Amendment and Joinder to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, Virtus Offshore Fund, Ltd. (“VATS” )
and the Bank of New York Mellon dated as of August 27, 2020, filed via EDGAR (as Exhibit g.1.i) with Post-Effective No. 133 to VET’s Registration Statement (File No. 002-16590) on
September 23, 2020, and incorporated herein by reference.
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9(k).
Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS and the Bank of New York Mellon dated as of November
16, 2020, filed via EDGAR (as Exhibit g.1.j) with Post-Effective No. 136 to VET’s Registration Statement (File No. 002-16590) on December 7, 2020, and incorporated herein by
reference.
9(l).
Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS and the Bank of New York Mellon dated as of December 1,
2020, filed via EDGAR (as Exhibit g.1.k) with Post-Effective Amendment No. 116 (File No. 033-65137) on January 25, 2021, and incorporated herein by reference.
9(m).
Amendment and Joinder to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Virtus Investment Trust (“Investment
Trust” ), Virtus Strategy Trust (“VST” ) and the Bank of New York Mellon dated as of May 7, 2021, filed via EDGAR (as Exhibit g.1.l) with Post-Effective Amendment No. 120 (File
No. 033-65137) on June 21, 2021, and incorporated herein by reference.
9(n).
Amendment and Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Investment Trust, VST and the Bank of New York Mellon
dated as of July 26, 2021, filed via EDGAR (as Exhibit 9(n)) to Form N-14 (File No. 333-261341) on November 24, 2021, and incorporated herein by
reference.
9(o).
Amendment and Joinder to Custody Agreement between The Merger Fund® (“TMF” ),
The Merger Fund® VL (“TMFVL” ), VAST, Virtus Event Opportunities Trust (“VEOT” ), Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Investment Trust, VST and the Bank of New York
Mellon dated as of February 12, 2022, filed via EDGAR (as Exhibit g.1.n) with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by
reference.
9(p).
Amendment and Joinder to Custody Agreement between TMF, TMFVL, VAST, VEOT, Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Investment Trust,
VST, and the Bank of New York Mellon dated as of April 4, 2022, filed via EDGAR (as Exhibit g.1.o) with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and
incorporated herein by reference.
9(q).
Amendment and Joinder to Custody Agreement between TMF, TMFVL, VAST, VEOT, Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Investment Trust, VST,
Stone Harbor Leveraged Load Fund LLC (“Leveraged Loan Fund” ) and the Bank of New York Mellon dated as of September 30, 2022, filed via EDGAR (as Exhibit g.1.p) with Post-Effective Amendment No. 52 to VAST’s Registration
Statement (File No. 333-191940) on December 12, 2022, and incorporated herein by reference.
9(r).
Foreign Custody Manager Agreement between VAST and The Bank of New York Mellon filed via EDGAR (as Exhibit g.2) with Pre-Effective Amendment No. 4 to VAST’s Registration Statement (File No. 333-191940) on April 4, 2014, and incorporated herein by reference.
9(s).
Amendment to Foreign Custody Manager Agreement between VAST and The Bank of New York Mellon dated as of August
19, 2014, filed via EDGAR (as Exhibit g.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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9(t).
Amendment to Foreign Custody Manager Agreement between VAST and The Bank of New York Mellon dated as of May
19, 2015, filed via EDGAR (as Exhibit g.2.b) with Post-Effective Amendment No. 16 to VAST’s Registration Statement (File No. 333-191940) on May
29, 2015, and incorporated herein by reference.
9(u).
Amendment to Foreign Custody Manager Agreement between VAST and The Bank of New York Mellon dated as of September
1, 2015, filed via EDGAR (as Exhibit g.2.c) with Post-Effective Amendment No. 24 to VAST’s Registration Statement (File No. 333-191940) on February
26, 2016, and incorporated herein by reference.
9(v).
Joinder Agreement and Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, Duff
& Phelps Select MLP and Midstream Energy Fund Inc. (“DSE” ), Virtus Global Multi-Sector Income Fund (“VGI” ) and Virtus Total Return Fund Inc. (“ZTR” ) and The Bank of New York Mellon dated as of December
1, 2018, filed via EDGAR (as Exhibit 9(j)) to VET’s Form N-14 (File No. 333-228766) on December 12, 2018, and incorporated herein by
reference.
9(w).
Form of Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR and The Bank of New
York Mellon dated as of March 8, 2019, filed via EDGAR (as Exhibit g.2.e) with Post-Effective Amendment No. 82 to VVIT’s Registration Statement (File No. 033-05033) on April 22, 2019,
and incorporated herein by reference.
9(x).
Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR and The Bank of New York Mellon
dated as of May 22, 2019, filed via EDGAR (as Exhibit g.2.f) with Post-Effective Amendment No. 123 to VET’s Registration Statement (File No. 002-16590) on June 12, 2019, and
incorporated herein by reference.
9(y).
Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR and The Bank of New York
Mellon dated as of September 1, 2019, filed via EDGAR (as Exhibit g.2.g) with Post-Effective Amendment No. 105 (File No. 033-65137) on September 30, 2019, and incorporated herein by
reference.
9(z).
Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR and The Bank of New York Mellon
dated as of November 18, 2019, filed via EDGAR (as Exhibit g.2.h) with Post-Effective Amendment No. 109 (File No. 033-65137) on January 22, 2020, and incorporated herein by
reference.
9(aa).
Amendment and Joinder to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR VATS and The
Bank of New York Mellon dated as of August 27, 2020, filed via EDGAR (as Exhibit g.2.i) with Post-Effective Amendment No. 135 to VET’s Registration Statement (File No. 002-16590) on
October 19, 2020, and incorporated herein by reference.
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9(bb).
Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR, VATS and The Bank of New York
Mellon dated as of November 13, 2020, filed via EDGAR (as Exhibit g.2.l) with Post-Effective Amendment No. 136 to VET’s Registration Statement (File No. 002-16590) on December 7,
2020, and incorporated herein by reference.
9(cc).
Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, Investment Trust, VRT, VST, VVIT, DSE, VGI, ZTR,
VATS, Virtus Artificial Intelligence & Technology Opportunities Fund (f/k/a Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund) (“AIO” ), Virtus Convertible & Income 2024 Target Term Fund
(f/k/a Virtus AllianzGI Convertible & Income 2024 Target Term Fund) (“CBH” ), Virtus Convertible & Income Fund (f/k/a Virtus AllianzGI Convertible & Income Fund) (“NCV” ), Virtus Convertible &
Income Fund II (f/k/a Virtus AllianzGI Convertible & Income Fund II) (“NCZ II” ), Virtus Diversified Income & Convertible Fund (f/k/a Virtus AllianzGI Diversified Income & Convertible Fund) (“ACV” ),
Virtus Equity & Convertible Income Fund (f/k/a Virtus AllianzGI Equity & Convertible Income Fund) (“NIE” ) and Virtus Dividend, Interest & Premium Strategy Fund (“NFJ” and together with AIO, CBH, NCV,
NCZ II, ACV, and NIE, the “VCEFII” ) and The Bank of New York Mellon dated as of May 7, 2021, filed via EDGAR (as Exhibit g.2.k) with Post-Effective Amendment No. 121 (File
No. 033-65137) on September 27, 2021, and incorporated herein by reference.
9(dd).
Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, Investment Trust, VST, DSE, VGI, ZTR, VCEFII,
VATS, and The Bank of New York Mellon dated as of July 26, 2021, filed via EDGAR (as Exhibit 9(bb)) to Form N-14 (File No. 333-261341) on November 24,
2021, and incorporated herein by reference.
9(ee).
Amendment and Joinder to Foreign Custody Manager Agreement between VAST, TMF, TMFVL, VEOT, Virtus Mutual Funds, VAT, VRT, VVIT, VATS,
Investment Trust, VST, DSE, VGI, ZTR, VCEFII, and The Bank of New York Mellon dated as of February 12, 2022, filed via EDGAR (as Exhibit g.2.m) with Post-Effective Amendment No. 127 (File
No. 033-65137) on April 5, 2022, and incorporated herein by reference.
9(ff).
Amendment and Joinder to Foreign Custody Manager Agreement between VAST, TMF, TMFVL, VEOT, VAST, Virtus Mutual Funds, VAT, VRT, VVIT,
VATS, Investment Trust, VST, VGI, ZTR, Virtus Stone Harbor Emerging Markets Income Fund (“EDF” ), Virtus Stone Harbor Emerging Markets Total Income Fund (“EDI” ) (VGI, ZTR, EDF and EDI, the
“Closed-End No. 033-65137) on April 5, 2022, and incorporated herein by reference.
9(gg).
Amendment and Joinder to Foreign Custody Manager Agreement between VAST, TMF, TMFVL, VEOT, Virtus Mutual Funds, VAT, VRT, VVIT, VATS, Investment
Trust, VST, Closed-End Funds, VCEFII and The Bank of New York Mellon dated as of September 30, 2022, filed via EDGAR (as Exhibit g.2.o) with Post-Effective Amendment No. 52 to VAST’s
Registration Statement (File No. 333-191940) on December 12, 2022, and incorporated herein by reference.
10(a).
Class12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act” ), effective March 002-16590) on October
C-11
10(b).
Amendment No.12b-1 under the 1940 Act effective March 002-16590) on March
10(c).
Amendment No.12b-1 under the 1940 Act effective June 002-16590) on June
10(d).
Amendment No.12b-1 under the 1940 Act effective March
002-16590) on March
10(e).
Amendment No.12b-1 under the 1940 Act effective NovemberN-14 (File No.
333-228766) on December
10(f).
Amendment No.12b-1 under the 1940 Act effective June
002-16590) on June
10(g).
Amendment No.12b-1 under the 1940 Act effective November
002-16590) on November
10(h).
Amendment No.12b-1 under the 1940 Act effective December
002-16590) on December
10(i).
Amendment No.12b-1 under the 1940 Act effective August
002-16590) on August
10(j).
Class12b-1 under the 1940 Act effective March 002-16590) on October
10(k).
Amendment No.12b-1 under the 1940 Act effective March 002-16590) on March
C-12
10(l).
Amendment No.12b-1 under the 1940 Act effective June 002-16590) on June
10(m).
Amendment No.12b-1 under the 1940 Act effective March
002-16590) on March
10(n).
Amendment No.12b-1 under the 1940 Act effective NovemberN-14 (File No.
333-228766) on December
10(o).
Amendment No.12b-1 under the 1940 Act effective June
002-16590) on June
10(p).
Amendment No.12b-1 under the 1940 Act effective November
002-16590) on November
10(q).
Amendment No.12b-1 under the 1940 Act effective December
002-16590) on December
10(r).
Amendment No.12b-1 under the 1940 Act effective August
002-16590) on August
11.
Opinion and consent of Jennifer Fromm, Esq., filed via EDGAR (as Exhibit
11) with VET’s Form N-14 (File No. 333-276018) on December 13, 2023, and incorporated herein by reference.
12.
*Tax opinion and consent of Dechert LLP filed via EDGAR (as Exhibit 12) herewith.
13(a).
Amended and Restated Transfer Agency and Service Agreement between Virtus Mutual Funds, VAST, VAT, VRT and Virtus Fund Services, LLC (“Virtus
Fund Services” ) dated September 002-16590) on November
C-13
13(b).
Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VP Distributors (since
assigned to Virtus Fund Services) and BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon” ), dated April 033-64915) on April
13(c).
Adoption and Amendment Agreement among Virtus Mutual Funds, VAST, Virtus Fund Services and BNY Mellon dated as of MarchPre-Effective Amendment No.
333-191940) on April
13(d).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST,
Virtus Fund Services and BNY Mellon dated as of August 333-191940) on September
13(e).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST,
Virtus Fund Services and BNY Mellon dated as of June 033-65137) on
January
13(f).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST,
Virtus Fund Services and BNY Mellon dated as of November 033-65137) on
January
13(g).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST, Virtus
Fund Services and BNY Mellon dated as of May 333-191940) on June
13(h).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST, VRT,
Virtus Fund Services and BNY Mellon, dated as of December 033-80057) on January
13(i).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST,
VRT, Virtus Fund Services and BNY Mellon, dated as of February 002-16590) on July
13(j).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST,
VRT, Virtus Fund Services and BNY Mellon, dated as of February 002-16590) on December
C-14
13(k).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of September 002-16590) on December
13(l).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of January 002-16590) on December
13(m).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of September 002-16590) on November
13(n).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of December 002-16590) on January
13(o).
Form of Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds,
VAT, VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of March 333-08045) on April
13(p).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of May 002-16590) on June
13(q).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of September 033-65137)
on September
13(r).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of November 033-65137)
on January
13(s).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of August 002-16590) on September
C-15
13(t).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of November 002-16590) on December
13(u).
Adoption Agreement and Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus
Mutual Funds, VAT, VAST, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of June 002-16590) on August
13(v).
Amendment to Sub-Transfer and Shareholder Services Agreement among VAST, Virtus Mutual Funds, VAT,
VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of AugustN-14 (File No. 333-261341) on November
13(w).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds,
VAT, VAST, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of December 033-65137) on December
13(x).
Adoption Agreement and Amendment to Sub-Transfer Agency and Shareholder Services Agreement among TMF,
VEOT, Virtus Mutual Funds, VAT, VAST, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of January 333-191940) on February
13(y).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among TMF, VEOT, Virtus Mutual
Funds, VAT, VAST, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of February 033-65137) on April
13(z).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among TMF, VEOT, Virtus Mutual Funds,
VAT, VAST, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of September 033-65137) on September
13(aa).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among TMF, VEOT, Virtus Mutual Funds,
VAT, VAST, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of May 033-65137) on September
C-16
13(bb).
Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus Fund Services), effective
as of January 033-65137) on January
13(cc).
First Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus Fund
Services), effective as of April 033-65137) on January
13(dd).
Second Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus Fund
Services), effective as of June 033-65137) on January
13(ee).
Third Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus Fund
Services), effective as of September 033-65137) on January
13(ff).
Fourth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus
Fund Services), effective as of January 033-65137) on January
13(gg).
Fifth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus
Fund Services), effective as of March 033-65137) on January
13(hh).
Sixth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus
Fund Services), effective as of August 033-65137) on January
13(ii).
Seventh Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and VP Distributors (since assigned to Virtus
Fund Services), effective as of December 033-65137) on January
13(jj).
Eighth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and Virtus Fund Services, effective as of June
033-65137) on June
C-17
13(kk).
Ninth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and Virtus Fund Services, effective as of December
033-65137) on January
13(ll).
Tenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and Virtus Fund Services, effective as of November
033-65137) on November
13(mm).
Eleventh Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and Virtus Fund Services, effective as of
January 033-65137) on January
13(nn).
Twelfth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and Virtus Fund Services, effective as of
March 033-65137) on March
13(oo).
Thirteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and Virtus Fund Services, effective as of January
033-80057) on January
13(pp).
Fourteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and Virtus Fund Services, effective
as of December 033-65137) on January
13(qq).
Fifteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT, VAT and Virtus Fund Services, effective
as of June 333-08045) on
June
13(rr).
Sixteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT, VAT and Virtus Fund Services, effective
as of March 002-16590) on
March
13(ss).
Seventeenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective
as of May 002-16590) on
June
C-18
13(tt).
Eighteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective
as of June 002-16590) on
June
13(uu).
Nineteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective
as of November 002-16590) on
November
13(vv).
Twentieth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective as
of December 002-16590) on
December
13(ww).
Twenty-First Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective
as of June 033-65137) on June
13(xx).
Twenty-Second Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective
as of August 002-16590) on
August
13(yy).
Twenty-Third Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective
as of April 033-65137) on April
13(zz).
Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP Distributors (since
assigned to Virtus Fund Services) and BNY Mellon, effective as of January 033-64915) on February
13(aaa).
First Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP
Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of June 033-64915) on April
13(bbb).
Second Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP
Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of September 033-64915) on April
C-19
13(ccc).
Third Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP
Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of March 033-64915) on April
13(ddd).
Fourth Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds,
VRT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of August 033-64915) on April
13(eee).
Fifth Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds,
VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of December 033-64915) on April
13(fff).
Sixth Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds,
Virtus Fund Services and BNY Mellon, effective as of June 033-65137) on
June
13(ggg).
Seventh Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, Virtus
Fund Services and BNY Mellon, effective as of December 033-65137) on
January
13(hhh).
Joinder Agreement and Amendment to Sub-Administration and Accounting Services Agreement among Virtus
Mutual Funds, VAST, VVIT, VATS, Virtus Fund Services and BNY Mellon dated FebruaryPre-Effective Amendment No. 333-191940) on March
13(iii).
Joinder Agreement to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT,
VVIT, VAST, VATS, Virtus Fund Services and BNY Mellon dated December 033-80057) on January
13(jjj).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT,
VRT, VAST, Virtus Fund Services and BNY Mellon dated July 333-191940) on April
C-20
13(kkk).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT,
VAST, Virtus Fund Services and BNY Mellon dated April, 2017, filed via EDGAR (as Exhibit h.4.k) with Post-Effective Amendment No. 002-16590) on July
13(lll).
Joinder Agreement and Amendment to Sub-Administration and Accounting Services Agreement among Virtus
Mutual Funds, VVIT, VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated September 002-16590) on December
13(mmm).
Form of Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds,
VVIT, VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated DecemberN-14 (File
No. 333-228766) on December
13(nnn).
Form of Amendment to Sub-Administration Agreement and Accounting Services Agreement among Virtus Mutual
Funds, VVIT, VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated March 033-05033) on April
13(ooo).
Amendment to Sub-Administration Agreement and Accounting Services Agreement among Virtus Mutual Funds,
VVIT, VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated May 002-16590) on June
13(ppp).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT,
VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated September 033-65137)
on September
13(qqq).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT,
VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated November 033-65137)
on January
13(rrr).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT,
VRT, VAST, VAT, VATS, Virtus Fund Services and BNY Mellon dated August 002-16590) on September
13(sss).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT,
VRT, VAST, VAT, VATS, Virtus Fund Services and BNY Mellon dated November 002-16590) on December
C-21
13(ttt).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT,
VRT, VAST, VAT, VATS, Virtus Fund Services and BNY Mellon dated December 033-65137) on January
13(uuu).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT,
VRT, VAST, VAT, VATS, Investment Trust, VST, Virtus Fund Services and BNY Mellon dated May 033-65137) on September
13(vvv).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT,
VRT, VAST, VAT, VATS, Investment Trust, VST, Virtus Fund Services and BNY Mellon dated July 033-65137) on September
13(www).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT,
VAST, VAT, VATS, Investment Trust, VST, TMF, TMFVL, VEOT, Virtus Fund Services and BNY Mellon dated February 333-191940) on February
13(xxx).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VAST,
VVIT, VRT, VAT, VATS, Investment Trust, VST, TMF, TMFVL, VEOT, Virtus Fund Services and BNY Mellon dated as of April 033-05033) on April
13(yyy).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VAST,
VVIT, VRT, VAT, VATS, Investment Trust, VST, TMF, TMFVL, VEOT, Virtus Fund Services and BNY Mellon dated as of September 033-36528) on October
13(zzz).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VAST, VVIT,
VRT, VAT, VATS, Investment Trust, VST, TMF, TMFVL, VEOT, AlphaSimplex Managed Futures Strategy Cayman Fund, AlphaSimplex Global Alternatives Cayman Ltd., Virtus Fund Services and BNY Mellon dated as of May 033-65137) on September
13(aaaa).
Thirty-Sixth Amended and Restated Expense Limitation Agreement between Registrant and the Adviser, effective
as of January 23, 2024, filed via EDGAR (as Exhibit h.5) with Post-Effective Amendment No. 142 (File No. 002-16590) on January 23, 2024, and
incorporated herein by reference.
13(bbbb).
Thirty-Seventh Amended and Restated Expense Limitation Agreement between Registrant and the Adviser,
effective as of March 8, 2024, filed via EDGAR (as Exhibit 13(bbbb)) with Registration Statement (File No. 333-276018) on Form N-14 on January 31, 2024, and incorporated by
reference.
C-22
13(cccc).
Form of Indemnification Agreement with each Trustee of Registrant, effective as of October
24, 2016, filed via EDGAR (as Exhibit h.9) with Post-Effective Amendment No. 92 to VOT’s Registration Statement (File No. 033-65137) on January
20, 2017, and incorporated herein by reference.
13(dddd).
Form of Joinder Agreement and Amendment to the Indemnification Agreement with George R. Aylward, Philip R. McLoughlin, Geraldine M. McNamara,
James M. Oates (since retired), Richard E. Segerson (since retired) and Ferdinand L.J. Verdonck (since retired), effective as of January 18, 2017, filed via EDGAR (as Exhibit h.7.a) with Post-Effective Amendment No. 26 (File No. 333-08045) on June 22, 2017, and incorporated herein by reference.
13(eeee).
Form of Joinder Agreement and Amendment to the Indemnification Agreement with Thomas J. Brown (since retired), Donald C. Burke, Roger A.
Gelfenbien (since retired), John R. Mallin, and Hassell H. McClellan (since retired), effective as of February 27, 2017, filed via EDGAR (as Exhibit h.7.b) with Post-Effective Amendment No. 26 (File
No. 333-08045) on June 22, 2017, and incorporated herein by reference.
13(ffff).
Form of Indemnification Agreement with Sidney E. Harris and Connie D. McDaniel, effective as of July
17, 2017, filed via EDGAR (as Exhibit h.9) with Post-Effective Amendment No. 112 to VET’s Registration Statement (File No. 002-16590) on July 26, 2017, and incorporated herein by
reference.
13(gggg).
Form of Indemnification Agreement with R. Keith Walton and Brian T. Zino, effective as of January
1, 2020, filed via EDGAR (as Exhibit h.10) with Post-Effective Amendment No. 109 to VOT’s Registration Statement (File No. 033-65137) on January
22, 2020, and incorporated herein by reference.
13(hhhh).
Form of Indemnification Agreement with Sarah E. Cogan, Deborah A. DeCotis and F. Ford Drummond, effective as of July
1, 2022, filed via EDGAR (as Exhibit h.13) with Post-Effective Amendment No. 128 to VOT’s Registration Statement (File No. 033-65137) on September
27, 2022, and incorporated herein by reference.
14.
Consent of Independent Registered Public Accounting Firm filed via EDGAR (as Exhibit 14) with Registration Statement (File No. 333-276018) on
Form N-14 on January 31, 2024, and incorporated by reference.
15.
Not applicable.
16.
Power of Attorney for George R. Aylward, Donald C. Burke, Sarah E. Cogan, Deborah A. DeCotis, F. Ford Drummond, Sidney E. Harris, John R. Mallin,
Connie D. McDaniel, Philip R McLoughlin, Geraldine M. McNamara, R. Keith Walton and Brian T. Zino filed via EDGAR (as Exhibit 16) with VET’s Form N-14 (File
No. 333-276018) on December 13, 2023, and incorporated herein by reference.
17.
Not applicable.
C-23
(1)
The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the
use of a prospectus that is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information
called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2)
The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be
filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new
Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
C-24
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 of this amendment to the registration statement under Rule 485(b) of the Securities Act of 1933, as amended, 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 15th day of March, 2024.
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 15th day of March, 2024.
Signatures
Title
/s/ George R. Aylward
George R. Aylward
President (Principal Executive Officer) and Trustee
/s/ W. Patrick Bradley
W. Patrick Bradley
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
*
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
*
Philip R. McLoughlin
Trustee & Chairman
*
Geraldine M. McNamara
Trustee
*
R. Keith Walton
Trustee
*
Brian T. Zino
Trustee
C-25
EXHIBIT INDEX
C-26
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