As filed with the Securities and Exchange Commission on September 16, 2025
1933 Act Registration No. 333-288369
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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☐ |
Pre-Effective |
☒ |
Post-Effective |
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Amendment No. |
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Amendment No. 2 |
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)
Jennifer S. Fromm, Esq.
Chief Legal Officer
Virtus Equity Trust
One Financial Plaza
Hartford, Connecticut 06103
(Name and Address of Agent for Service)
Copies of All Correspondence to:
Mark D. Perlow Esq.
Dechert LLP
45 Fremont Street, 26th Floor
San Francisco, CA 94105
It is proposed that this filing will become effective immediately upon
filing pursuant to paragraph 485(b).
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 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. 333-288369), supporting
the tax matters and consequences to shareholders in connection with the reorganization of Virtus KAR Global Dividend Fund, a series of
Virtus Equity Trust, into Virtus KAR Equity Income 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 July 28, 2025
(Accession No. 0001213900-25-068117). Part
B is incorporated herein by reference to the definitive Information Statement/Prospectus and the definitive Statement of Additional Information
filed on Form N-14 on July 28, 2025 (Accession No. 0001213900-25-068117).
VIRTUS EQUITY TRUST
PART C
OTHER INFORMATION
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.u. The indemnification of Registrant’s Transfer Agent is provided for
in Article 6 of the Transfer Agency and Service Agreement incorporated herein by reference to Exhibit 13.a. The Trust has entered into
Indemnification Agreements with each trustee, the form of which is incorporated herein by reference to Exhibits 13.jjjj through 13.oooo
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.
Section 17(i) of the Investment
Company Act of 1940, as amended, requires that no contract or agreement under which any person undertakes to act as investment adviser
of, or principal underwriter for, a registered investment company contain any provision which protects or purports to protect such person
against any liability to such company or its security holders to which he would otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence, in the performance of his duties, or by reason of his reckless disregard of his obligations and duties
under such contract or agreement. Therefore, to the extent that any contract or agreement with the Registrant’s investment adviser
or principal underwriter would be interpreted as providing an impermissible limitation of liability of this nature, such limitation will
not be enforceable.
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; provided that such indemnification shall not be available to any of the foregoing Persons in connection with a claim,
suit or other proceeding by any such Person against the Trust or a Series (or Class) thereof.
All persons extending credit
to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the appropriate Series (or
Class thereof if the Trustees have included a Class limitation on liability in the agreement with such person as provided below), or,
if the Trustees have yet to establish Series, of the Trust for payment under such credit, contract or claim; and neither the Trustees
nor the Shareholders, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally
liable therefor.
Every note, bond, contract,
instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees
by any of them in connection with the Trust shall conclusively be deemed to have been executed or done only in or with respect to his
or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable thereon. …
… A Trustee shall
be liable to the Trust and to any Shareholder solely for her or his own willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or
law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust,
and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice.”
In addition, Article III
section 7 of such Agreement and Declaration of Trust provides for the indemnification of shareholders of the Registrant as follows: “If
any Shareholder or former Shareholder shall be exposed to liability by reason of a claim or demand relating to such Person being or having
been a Shareholder, and not because of such Person's acts or omissions, the Shareholder or former Shareholder (or such Person's heirs,
executors, administrators, or other legal representatives or in the case of a corporation or other entity, its corporate or other general
successor) shall be entitled to be held harmless from and indemnified out of the assets of the Trust against all cost and expense reasonably
incurred in connection with such claim or demand, but only out of the assets held with respect to the particular Series of Shares of which
such Person is or was a Shareholder and from or in relation to which such liability arose. The Trust may, at its option and shall, upon
request by the Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Trust and satisfy
any judgment thereon from the assets held with respect to the particular series.”
Article VI Section 2 of the
Registrant’s Bylaws incorporated herein by reference to Exhibits 2.a through 2.d, 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.
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.
| 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(ff). | Transfer
and Assumption Agreement dated July 1, 2022, by and between Registrant, VIA and Virtus Fixed Income Advisers, LLC (“VFIA”)
with respect to the subadvisory agreement with Newfleet dated as of June 8, 2009, as amended, on behalf of Virtus Tactical Allocation
Fund, filed via EDGAR (as Exhibit d.9.b) with Post-Effective Amendment No. 141 (File No. 002-16590) on January 24, 2023, 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. |
| 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. 119 (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). | Amendment
and Joinder to Custody Agreement between TMF, TMFVL, VAST, VEOT, VET, VOT, VRT, VAT, VVIT, VATS, Investment Trust, VST, Leveraged Loan
Fund, AlphaSimplex Managed Futures Strategy Cayman Fund Ltd., AlphaSimplex Global Alternatives Cayman Fund Ltd., and the Bank of New York
Mellon dated as of May 19, 2023, filed via EDGAR (as Exhibit g.1.q) with Post-Effective Amendment No. 142 (File No. 002-16590) on January
23, 2024, and incorporated herein by reference. |
| 9(s). | Amendment
to Custody Agreement between TMF, TMFVL, VAST, VEOT, VET, VOT, VRT, VAT, VVIT, VATS, Investment Trust, VST, Leveraged Loan Fund, AlphaSimplex
Managed Futures Strategy Cayman Fund Ltd., AlphaSimplex Global Alternatives Cayman Fund Ltd., and The Bank of New York Mellon dated as
of December 1, 2024, filed via EDGAR (as Exhibit g.1.r) with Pre-Effective Amendment No. 1 to Virtus Managed Account Completion Shares
(MACS) Trust (“MACS”) Registration Statement (File No. 333-280702) on December 27, 2024, and incorporated herein by reference. |
| 9(t). | Form
of Amendment and Joinder to Custody Agreement between TMF, TMFVL, VAST, VEOT, VET, VOT, VRT, VAT, VVIT, VATS, Investment Trust, VST, Leveraged
Loan Fund, AlphaSimplex Managed Futures Strategy Cayman Fund Ltd., AlphaSimplex Global Alternatives Cayman Fund Ltd., and The Bank of
New York Mellon filed via EDGAR (as Exhibit g.1.s) with Pre-Effective Amendment No. 1 to MACS Registration Statement (File No. 333-280702)
on December 27, 2024, and incorporated herein by reference. |
| 9(u). | Amendment
to Custody Agreement among TMF, TMFVL, VAST, VEOT, VET, VOT, VRT, VAT, VVIT, VATS, Investment Trust, VST, MACS, Virtus Global Credit Opportunities
Fund (“GCO”), Leveraged Loan Fund, AlphaSimplex Managed Futures Strategy Cayman Fund Ltd., AlphaSimplex Global Alternatives
Cayman Fund Ltd., and The Bank of New York Mellon dated March 31, 2025, filed via EDGAR (as Exhibit j.1.t) to GCO’s Pre-Effective
Amendment No. 1 (File No. 333-284056) on March 10, 2025, and incorporated herein by reference. |
| 9(z). | 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(aa). | 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(bb). | 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(cc). | 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(dd). | 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(ee). | 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. |
| 9(ff). | 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(gg). | 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(hh). | 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(ii). | 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(jj). | Amendment
and Joinder to Foreign Custody Manager Agreement between TMF, TMFVL, VEOT, VAST, Virtus Mutual Funds, VAT, VRT, VVIT, VATS, Investment
Trust, VST, Closed-End Funds, VCEFII and The Bank of New York Mellon dated as of April 4, 2022, filed via EDGAR (as Exhibit g.2.n) with
Post-Effective Amendment No. 127 to VOT’s Registration Statement (File No. 033-65137) on April 5, 2022, and incorporated herein
by reference. |
| 9(kk). | 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. |
| 9(ll). | Amendment
and Joinder to Foreign Custody Agreement between VAST, TMF, TMFVL, VEOT, Virtus Mutual Funds, VAT, VRT, VVIT, VATS, Investment Trust,
VST, Closed-End Funds, VCEFII, AlphaSimplex Managed Futures Strategy Cayman Fund Ltd., AlphaSimplex Global Alternatives Cayman Fund Ltd.,
and the Bank of New York Mellon dated as of May 19, 2023, filed via EDGAR (as Exhibit g.2.p) with Post-Effective Amendment No. 142 to
VET’s Registration Statement (File No. 002-16590) on January 23, 2024, and incorporated herein by reference. |
| 9(mm). | Form
of Amendment and Joinder to Foreign Custody Agreement between VAST, TMF, TMFVL, VEOT, VET, VOT, VAT, VRT, VVIT, VATS, Investment Trust,
VST, Closed-End Funds, VCEFII, AlphaSimplex Managed Futures Strategy Cayman Fund Ltd., AlphaSimplex Global Alternatives Cayman Fund Ltd.,
MACS, and the Bank of New York Mellon dated as of December 23, 2024, filed via EDGAR (as Exhibit g.2.q) with Pre-Effective Amendment No.
1 to MACS Registration Statement (File No. 333-280702) on December 27, 2024, and incorporated herein by reference. |
| 9(nn). | Amendment
and Joinder to Foreign Custody Agreement among VAST, TMF, TMFVL, VEOT, VET, VOT, VAT, VRT, VVIT, VATS, Investment Trust, VST, Closed-End
Funds, VCEFII, AlphaSimplex Managed Futures Strategy Cayman Fund Ltd., AlphaSimplex Global Alternatives Cayman Fund Ltd., MACS, GCO, and
the Bank of New York Mellon effective March 31, 2025, filed via EDGAR (as Exhibit j.2.r) with GCO’s Pre-Effective Amendment No.
1 (File No. 333-284056) on March 10, 2025, and incorporated herein by reference. |
| 13(a). | Form
of Transfer Agency and Service Agreement between VET, VOT, VAST, VAT, VRT, and Virtus Fund Services, LLC (“Virtus Fund Services”)
dated September 20, 2018, filed via EDGAR (as Exhibit h.1) with Post-Effective Amendment No. 134 to VOT’s Registration Statement
(File No. 033-65137) on September 25, 2024, and incorporated herein by reference. |
| 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 9, 2021, filed via EDGAR (as Exhibit h.2.s) with Post-Effective Amendment
No. 139 to VET’s Registration Statement (File No. 002-16590) on August 2, 2021, and incorporated herein by reference. |
| 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 August 2, 2021, filed via EDGAR (as Exhibit 13(v)) to VOT’s Form N-14 (File No. 333-261341) on November
24, 2021, and incorporated herein by reference. |
| 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 1, 2021, filed via EDGAR (as Exhibit h.2.u) with Post-Effective Amendment No. 122 to VOT’s
Registration Statement (File No. 033-65137) on December 6, 2021, and incorporated herein by reference. |
| 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 12, 2022, filed via EDGAR (as Exhibit h.2.v) with Post-Effective
Amendment No. 45 to VAST’s Registration Statement (File No. 333-191940) on February 24, 2022, and incorporated herein by reference. |
| 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 24, 2022, filed via EDGAR (as Exhibit h.2.w) with Post-Effective Amendment No.
127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference. |
| 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 1, 2022, filed via EDGAR (as Exhibit h.2.x) with Post-Effective Amendment No.
128 (File No. 033-65137) on September 27, 2022, and incorporated herein by reference. |
| 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 19, 2023, filed via EDGAR (as Exhibit h.2.y) with Post-Effective Amendment No. 130
(File No. 033-65137) on September 26, 2023, and incorporated herein by reference. |
| 13(bb). | Form
of 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 December 1, 2024, filed via EDGAR (as Exhibit h.2.z) with Post-Effective
Amendment No. 134 to VOT’s Registration Statement (File No. 033-65137) on September 25, 2024, and incorporated herein by reference. |
| 13(cc). | Form
of Amendment to Sub-Transfer Agency and Shareholder Services Agreement among TMF, VEOT, VET, VOT, VAT, VAST, VRT, Investment Trust, VST,
MACS, Virtus Fund Services and BNY Mellon dated December 23, 2024 filed via EDGAR (as Exhibit h.2.aa) with Pre-Effective Amendment No.
1 to MACS Registration Statement (File No. 333-280702) on December 27, 2024, and incorporated herein by reference. |
| 13(dd). | Amendment
to Sub-Transfer Agency and Shareholder Services Agreement among TMF, VEOT, VET, VOT, VAT, VAST, VRT, Investment Trust, VST, MACS, Virtus
Fund Services, GCO and BNY Mellon, dated as of March 31, 2025, filed via EDGAR (as Exhibit h.2.bb) with Post-Effective Amendment No. 222
to Investment Trust’s Registration Statement (File No. 033-64915) on June 18, 2025, and incorporated herein by reference. |
| 13(lll). | 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 10, 2015, filed via EDGAR (as Exhibit h.4.i) with Post-Effective Amendment No. 35 to VRT’s Registration Statement
(File No. 033-80057) on January 8, 2016, and incorporated herein by reference. |
| 13(uuu). | 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 27, 2020, filed via EDGAR (as Exhibit h.4.r) with Post-Effective Amendment No. 133 to VET’s Registration
Statement (File No. 002-16590) on September 23, 2020, and incorporated herein by reference. |
| 13(vvv). | 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 16, 2020, filed via EDGAR (as Exhibit h.4.s) with Post-Effective Amendment No. 136 to VET’s Registration
Statement (File No. 002-16590) on December 7, 2020, and incorporated herein by reference. |
| 13(www). | 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 1, 2020, filed via EDGAR (as Exhibit h.4.t) with Post-Effective Amendment No. 116 to VOT’s Registration
Statement (File No. 033-65137) on January 25, 2021, and incorporated herein by reference. |
| 13(xxx). | 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 19, 2021, filed via EDGAR (as Exhibit h.4.u) with Post-Effective Amendment No. 121 to VOT’s
Registration Statement (File No. 033-65137) on September 24, 2021, and incorporated herein by reference. |
| 13(yyy). | 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 30, 2021, filed via EDGAR (as Exhibit h.4.v) with Post-Effective Amendment No. 121 to
VOT’s Registration Statement (File No. 033-65137) on September 24, 2021, and incorporated herein by reference. |
| 13(zzz). | 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 12, 2022, filed via EDGAR (as Exhibit h.4.w) with Post-Effective
Amendment No. 45 to VAST’s Registration Statement (File No. 333-191940) on February 24, 2022, and incorporated herein by reference.
|
| 13(aaaa). | 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 8, 2022, filed via EDGAR (as Exhibit h.3.x) with Post-Effective
Amendment No. 90 to VVIT’s Registration Statement (File No. 033-05033) on April 21, 2022, and incorporated herein by reference. |
| 13(bbbb). | 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 15, 2022, filed via EDGAR (as Exhibit h.3.y) with Post-Effective
Amendment No. 219 (File No. 033-36528) on October 26, 2022, and incorporated herein by reference. |
| 13(cccc). | 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 19, 2023, filed via EDGAR (as Exhibit h.4.z) with Post-Effective Amendment No. 130 to VOT’s Registration
Statement (File No. 033-65137) on September 26, 2023, and incorporated herein by reference. |
| 13(dddd). | Amendment
to Sub-Administration and Accounting Services Agreement among VET, VOT, VAST, VVIT, VRT, VAT, 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 15, 2024 filed via EDGAR (as Exhibit h.4.aa) with Post-Effective Amendment No. 134 (File No. 033-65137) on September
25, 2024, and incorporated herein by reference. |
| 13(eeee). | Amendment
to Sub-Administration and Accounting Services Agreement (Tailored Shareholder Reports) among VET, VOT, 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 31, 2024, filed via EDGAR (as Exhibit h.4.aa.1) with Post-Effective Amendment No. 221 to
VIT’s Registration Statement (File No. 033-36528) on October 24, 2024, and incorporated herein by reference. |
| 13(ffff). | Form
of Amendment to Sub-Administration and Accounting Services Agreement among VET, VOT, VAST, VVIT, VRT, VAT, Investment Trust, VST, TMF,
TMFVL, VEOT, AlphaSimplex Managed Futures Strategy Cayman Fund, AlphaSimplex Global Alternatives Cayman Ltd., VFS and BNY Mellon dated
as of December 1, 2024 filed via EDGAR (as Exhibit h.4.bb) with Post-Effective Amendment No. 134 to VOT’s Registration Statement
(File No. 033-65137) on September 25, 2024, and incorporated herein by reference. |
| 13(gggg). | Form
of Amendment to Sub-Administration and Accounting Services Agreement among VET, VOT, VAST, VVIT, VRT, VAT, Investment Trust, VST, TMF,
TMFVL, VEOT, AlphaSimplex Managed Futures Strategy Cayman Fund, AlphaSimplex Global Alternatives Cayman Ltd., Virtus Fund Services, MACS
and BNY Mellon filed via EDGAR (as Exhibit h.4.dd) with Pre-Effective Amendment No. 1 to MACS Registration Statement (File No. 333-280702)
on December 27, 2024, and incorporated herein by reference. |
| 13(hhhh). | Amendment
to Sub-Administration and Accounting Services Agreement among VET, VOT, VAST, VVIT, VRT, VAT, Investment Trust, VST, TMF, TMFVL, VEOT,
AlphaSimplex Managed Futures Strategy Cayman Fund, AlphaSimplex Global Alternatives Cayman Ltd., Virtus Fund Services, MACS, GCO and
BNY Mellon effective March 31, 2025, filed via EDGAR (as Exhibit k.2.ee) with GCO’s Pre-Effective Amendment No. 1 (File No. 333-284056)
on March 10, 2025, and incorporated herein by reference. |
| (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. |
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for
the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective No.
2 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 16th day of September, 2025.
| |
VIRTUS EQUITY TRUST |
| |
|
|
| |
By: |
/s/ George R. Aylward |
| |
Name: |
George R. Aylward |
| |
Title: |
President and Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this amendment to the registration statement has been signed below by the following persons in the capacities
indicated on the 16th day of September, 2025.
| Signatures |
|
Title |
| |
|
|
| /s/ George R. Aylward |
|
President (Principal Executive Officer) and Trustee |
| George R. Aylward |
|
|
| |
|
|
| /s/ W. Patrick Bradley |
|
Chief Financial Officer and Treasurer |
| W. Patrick Bradley |
|
(Principal Financial and Accounting Officer) |
| |
|
|
| * |
|
Trustee |
| Donald C. Burke |
|
|
| |
|
|
| * |
|
Trustee |
| Sarah E. Cogan |
|
|
| |
|
|
|
|
Trustee |
| Deborah A. DeCotis |
|
|
| |
|
|
| * |
|
Trustee |
| F. Ford Drummond |
|
|
| |
|
|
| * |
|
Trustee |
| John R. Mallin |
|
|
| |
|
|
| * |
|
Trustee & Chair |
| Connie D. McDaniel |
|
|
| |
|
|
| * |
|
Trustee |
| R. Keith Walton |
|
|
| |
|
|
| * |
|
Trustee |
| Brian T. Zino |
|
|
| * By: |
/s/ George R. Aylward |
|
| |
George R. Aylward |
|
| |
Attorney-in-fact, pursuant to powers of attorney. |
|
ATTACHMENTS / EXHIBITS
EXHIBIT 12
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